AMENDMENT NO. 1 TO THE WINN-DIXIE STORES, INC. PROFIT SHARING/401(k) PLAN (as amended and restated January 30, 2002)

EXHIBIT 10.1

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▇▇▇▇-▇▇▇▇▇ STORES, INC.

PROFIT SHARING/401(K) PLAN

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AMENDED AND RESTATED
JANUARY 30, 2002

AMENDMENT NO. 1
TO THE
▇▇▇▇-▇▇▇▇▇ STORES, INC.
PROFIT SHARING/401(k) PLAN
(as amended and restated January 30, 2002)

Pursuant to Article X of the ▇▇▇▇-▇▇▇▇▇ Stores, Inc. Profit
Sharing/401(k) Plan (the "Plan"), the Plan is hereby amended, effective as of
January 1, 2002, unless otherwise provided herein, to reflect certain
provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001
("EGTRRA"). The provisions reflecting EGTRRA are intended as good faith
compliance with the requirements of EGTRRA and are to be construed in
accordance with EGTRRA and guidance issued thereunder:

1. Article I, Section 16 - Article I, Section 16 is amended by
deleting subsections (b), (c) and (d) thereof and creating a new subsection (b)
to read as follows:

(b) Effective as of January 1, 2002, Compensation taken
into account under the Plan may not exceed Two Hundred Thousand
Dollars ($200,000) per Plan Year, as adjusted for cost of living
increases in accordance with Code ss. 401(a)(17)(B) Compensation means
compensation during the Plan Year or such other consecutive 12-month
period over which compensation is otherwise determined under the Plan
(the "determination period"). The cost of living adjustment in effect
for a calendar year applies to annual compensation for the
determination period that begins with or within such calendar year.

2. Article I, Section 19 - Article I, Section 19 is amended by
deleting the last sentence thereof.

3. Article I, Section 24 - Article I, Section 24 is amended,
effective as of January 1, 2003, by deleting the second and third sentences
thereof and replacing them with the following:

A Participant will be deemed to be disabled if such
Participant is determined to be disabled under the ▇▇▇▇-▇▇▇▇▇ Stores,
Inc. Long Term Disability Plan, as amended from time to time.

4. Article I, Section 32 - Article I, Section 32 is amended by
adding to the end thereof the following:

Effective for distributions made after December 31, 2001, an
Eligible Retirement Plan shall also mean an annuity contract described
in IRC ss. 403(b) and an eligible plan

under IRC ss. 457(b) which is maintained by a state, political
subdivision of a state, or any agency or instrumentaliTy of a state or
political subdivision of a state and which agrees to separately
account for amounts transferred into such plan from the Plan.
Effective January 1, 2002, the definition of Eligible Retirement Plan
shall also apply in the case of a distribution to a surviving spouse,
or to a spouse or former spouse who is the alternate payee under a
qualified domestic relation order, as defined in IRC ss. 414(p).

5. Article I, Section 33 - Article I, Section 33 is amended by
adding to the end thereof the following:

For purposes hereof, any amount that is distributed on
account of hardship shall not be an Eligible Rollover Distribution and
the distributee may not elect to have any portion of such a
distribution paid directly to an Eligible Retirement Plan.

6. Article III, Section A - Article III, Section A is amended by
deleting the phrase "or on any prior distribution date" in the second
parenthetical of paragraphs 1 and 2, and adding the following sentence at the
end of paragraph 2:

For purposes of the $5,000 small benefit distribution
provisions of this Section A, the value of a Member's total Benefit
Accounts shall be determined without regard to that portion of such
Benefits Accounts that is attributable to such Member's Rollover
Contributions Account.

7. Article III, Section B - Article III, Section B is amended by
deleting the phrase "or on any prior distribution date" in the second
parenthetical of paragraphs 1 and 2, and adding the following sentence at the
end of paragraph 2 thereof:

For purposes of the $5,000 small benefit distribution
provisions of this Section B, the value of a Member's total Benefit
Accounts shall be determined without regard to that portion of such
Benefits Accounts that is attributable to such Member's Rollover
Contributions Account.

8. Article III, Section C - Article III, Section C is amended by
deleting the phrase "or on any prior distribution date" in the second
parenthetical of paragraphs 1 and 2, and adding the following sentence at the
end of paragraph 2:

For purposes of the $5,000 small benefit distribution
provisions of this Section C, the vested portion of the value of a
Member's total Benefit Accounts shall be determined without regard to
that portion of such Benefits Accounts that is attributable to such
Member's Rollover Contributions Account.

9. Article III, Section D - Article III, Section D is amended by
deleting the phrase "or any prior" in the second parenthetical of paragraph 1,
and adding the following sentence at the end of paragraph 2:

For purposes of the $5,000 small benefit distribution
provisions of this Section D, the vested portion of the value of a
Member's total Benefit Accounts shall be determined without regard to
that portion of such Benefits Accounts that is attributable to such
Member's Rollover Contributions Account.

10. Article III, Section J - Article III, Section J is amended,
effective as of January 1, 2003, by deleting in its entirety paragraph 5(b)
thereof.

11. Article III, Section M - Article III, Section M is amended by
deleting the parenthetical providing "(or any prior distribution date)" in the
last sentence thereof and by adding the following sentence at the end thereof:

For purposes of the $5,000 small benefit distribution
provisions of this Section M, the value of an Alternate Payee's
benefit accounts shall be determined without regard to that portion of
such benefit accounts that is attributable to a Participant's Rollover
Contributions Account.

12. Article V, Section A - Section A of Article V is amended by
deleting the text of paragraph 1 thereof and replacing it with the following:

Effective January 1, 2003, each participant may elect to
reduce his Compensation, subject to paragraph 5, Section A of Article
V and Section E of Article VI, by a percentage (expressed as a whole
integer) or whole dollar amount of the Compensation paid to him.
Notwithstanding the above, the amount that Highly Compensated
Employees will be permitted to reduce their Compensation may be
limited by the Administrative Committee, to the extent it determines,
in its sole discretion, that such limitation is necessary to meet the
discrimination requirements of the Code.

13. Article V, Section A - Section A of Article V is further
amended by adding to paragraph 5 thereof a new subparagraph (d) to read as
follows:

(d) Effective for Plan Years beginning on or after
January 1, 2002, no Participant shall be permitted to have Before-Tax
Contributions made under the Plan, and/or any "elective deferrals" (as
defined in IRC ss. 402(g)(3)) under any other qualified plan
maintained by an Employer or any Affiliates, during any taxable year
in excess of the dollar limitation contained in IRC ss. 402(g) in
effect at the beginning of such taxable year, except to the extent
permitted under Article V, Section E and any reference in this Article
V, Section A, to the $7,000 limit previously contained in IRC ss.
402(g)(3) shall be deemed to refer to the limitation established in
this subparagraph.

14. Article V, Section D - Article V, Section D, is amended by
adding to the end of paragraph 3 thereof the following:

Effective January 1, 2002, a Rollover Contribution shall
include (I) a distribution to a Participant as the surviving spouse of
a participant in another plan Qualified Plan, or as a spouse or former
spouse who is the alternate payee under a qualified domestic relation
order, as defined in IRC ss.414(p), under another Qualified Plan and
(ii) a Participant rollover contribution of the portion of a
distribution from an individual retirement account described in IRC
408(a) that is eligible to be rolled over and would otherwise be
includible in gross income.

15. Article V, Section E - Article V, Section E, is amended in
its entirely to read as follows:

Notwithstanding the foregoing, effective as of January 1,
2002, all Employees who are eligible to make Before-Tax Contributions
under the Plan and who have attained or will attain age fifty (50)
before the close of the Plan Year shall be eligible to make catch-up
contributions in accordance with, and subject to the limitations of,
IRC ss. 414(v). Such catch-up contributions shall not be taken into
account for purposes of the provisions of the Plan implementing the
required limitations of IRC ▇▇.▇▇. 402(g) and 415, as applicable. The
Plan shall not be treated as failing to satisfy the provisions of the
Plan implementing the requirements of IRC ss. 401(k)(3), 401(k)(11),
402(k)(12), 410(b) or 416, as applicable, by reason of the making of
such catch-up contributions. Catch-up contributions shall be treated
as Before-Tax Contributions for all other purposes of the Plan, except
that no Matching Contributions shall be made with respect to any
catch-up contributions.

16. Article VI, Section E - Article VI, Section E is amended by
deleting in its entirety paragraph (1) thereof and replacing it with the
following:

Except as provided in Section E of Article V, the total
Annual Defined Contribution Additions to the Plan on behalf of any
Participant for any Limitation Year shall not exceed the lesser of (a)
$40,000 (as adjusted for increases in the cost-of-living under IRC ss.
415(d)), or (b) 100% of the Participant's Limitation Compensation for
such Limitation Year.

17. Article VI, Section F - Article VI, Section F, is amended by
adding to the end of paragraph (1) thereof the following language:

Notwithstanding anything herein, effective as of January 1,
2002, the multiple-use test described in Treasury Regulation Section
1.401(m)-2 shall not apply for Plan Years beginning after December 31,
2001.

18. Article VI, Section G - Article VI, Section G, is amended by
adding to the end of paragraph (1) thereof the following language:

19. Article XIII, Section A - Article XIII, Section A is amended
by deleting in its entirety paragraph 3 and replacing it with the following

For purposes of this Article, required aggregation group
means all plans of the Company and Affiliates satisfying the
requirements of IRC ss. Section 401(a) which are required to be
aggregated with the Plan pursuant to IRC ss. 416(g)(2)(A)(i).

20. Article XIII, Section A - Article XIII, Section A is further
amended by deleting in its entirety paragraph 4 and replacing it with the
following

For purposes of this Article, permissive aggregation group
means all plans of the Company and Affiliates which the Administrative
Committee elects to aggregate with the Plan pursuant to IRC ss.
416(g)(2)(A)(ii), including any other plan as elected by the
Administrative Committee that satisfies the requirements of IRC ▇▇.▇▇.
401(a)(4) and 410 when considered together with the plans required to
be aggregated as described above. A terminated or frozen plan shall be
treated as part of an aggregation group only in accordance with
Treasury Department regulations.

21. Article XIII, Section A - Article XIII, Section A is hereby
further amended by deleting in its entirety paragraph 5 and replacing it with
the following:

For purposes of this Article, the amount of the account of
any Participant who has not performed services for an employer
maintaining the plan at any time during the 1-year period ending on
the applicable Determination Date or with respect to a Participant who
is not a Key Employee for a Plan Year, although such person was a Key
Employee in a prior Plan Year, shall not be considered.

22. Article XIII, Section A - Article XIII, Section A is hereby
further amended by deleting in its entirety paragraph 6 and replacing it with
the following:

For purposes of this Article, the amount of the account of
any Participant shall also include, to the extent not otherwise
included, any amounts distributed to the Participant or the
Participant's Beneficiary during the Plan Year under the Plan and any
plan aggregated with the Plan under IRC ss. 416(g)(2), during the
1-year period ending on the Determination Date. The preceding sentence
shall also apply to distributions under a terminated plan which, had
it not been terminated, would have been aggregated with the Plan under
IRC ss. 416(g)(2)(A)(i). In the case of a distribution made for a
reason other

than severance from employment, death, or disability, this provision
shall be applied by substituting "5-year period" for "1-year period."

23. Article XIII, Section A - Article XIII, Section A is further
amended by deleting paragraph 7 in its entirety.

24. Article XIII, Section A - Article XIII, Section A is hereby
further amended by deleting in its entirety paragraph 8 and replacing it with
the following:

8. Key Employee - Effective January 1, 2002, any
Employee or former Employee (including a deceased Employee) of an
Employer or any Affiliates who at any time during the Plan Year that
includes the Determination Date was:

(i) an officer of the Employer or any Affiliate
having annual compensation greater than $130,000 (as adjusted
under IRC ss. 416(i)(1) for Plan Years beginning after
December 31, 2002);

(ii) a 5% owner; or

(iii) a 1% owner having annual compensation from
an Employer or any Affiliate in excess of $150,000.

For this purpose, annual compensation means compensation within the
meaning of IRC ss. 415(c)(3). The determination of who is a Key
Employee will be made in accordance with IRC ss. 416(i)(l) and the
applicable regulations and other guidance of general applicability
issued thereunder.

25. Article XIII, Section B - Article XIII, Section B is hereby
amended by adding to the end thereof the following:

Matching Contributions shall be taken into account for
purposes of satisfying the minimum contribution requirements of IRC
ss. 416(c)(2) and the Plan. The preceding sentence shall apply with
respect to Matching Contributions under the Plan or, if the Plan
provides that the minimum contribution requirement shall be met in
another plan, such other plan. Matching Contributions that are used to
satisfy the minimum contribution requirements shall be treated as
Matching Contributions for purposes of the Actual Contribution
Percentage test and other requirements of IRC ss. 401(m).

TABLE OF CONTENTS

PAGE

ARTICLE I DEFINITIONS.....................................................................................1

ARTICLE II PARTICIPATION..................................................................................12

A. ADMISSION AS A PARTICIPANT..............................................................................12
B. RULES FOR CREDITING YEARS OF EMPLOYMENT.................................................................12
C. TERMINATION OF PARTICIPATION............................................................................13
D. CREDITED SERVICE FOR FORMER ▇▇▇▇▇▇▇'▇ EMPLOYEES.........................................................13
E. CREDITED SERVICE FOR FORMER JITNEY EMPLOYEES............................................................13
F. CREDITED SERVICE FOR FORMER BI-LO EMPLOYEES.............................................................13

ARTICLE III AMOUNTS AND PAYMENT OF BENEFITS................................................................14

A. DISTRIBUTION UPON NORMAL OR DISABILITY RETIREMENT, DEATH, ETC...........................................14
B. DISTRIBUTION UPON OTHER TERMINATION OF EMPLOYMENT AFTER FULL VESTING....................................14
C. DISTRIBUTION UPON NONVESTED TERMINATION OF EMPLOYMENT...................................................15
D. METHOD OF DISTRIBUTIONS.................................................................................16
E. LIMITATION ON COMMENCEMENT OF BENEFITS..................................................................17
F. AGE 70 1/2 BENEFIT COMMENCEMENT.........................................................................18
G. BENEFICIARIES...........................................................................................18
H. SPECIAL RULES FOR MEMBERS AND BENEFICIARIES WHO CANNOT BE LOCATED.......................................19
I. WITHHOLDING TAXES.......................................................................................19
J. HARDSHIP WITHDRAWALS....................................................................................19
K. FORFEITURES.............................................................................................20
L. RESTORATION OF FORFEITURES..............................................................................21
M. DISTRIBUTION TO ALTERNATE PAYEE UNDER A QDRO............................................................21
N. TRANSFERRED AMOUNTS.....................................................................................21
O. DISTRIBUTION NOTICE AND ELECTION PERIOD.................................................................24
P DIRECT ROLLOVER OF ELIGIBLE ROLLOVER DISTRIBUTIONS......................................................24

ARTICLE IV VESTING........................................................................................25

A. VESTING PERCENTAGE......................................................................................25
B. RULES FOR CREDITING YEARS OF SERVICE....................................................................26

ARTICLE V CONTRIBUTIONS..................................................................................28

A. BEFORE-TAX CONTRIBUTIONS................................................................................28
B. EMPLOYER CONTRIBUTIONS..................................................................................29
C. MATCHING CONTRIBUTIONS..................................................................................30
D. ROLLOVER CONTRIBUTIONS..................................................................................30
E. CATCH-UP CONTRIBUTIONS..................................................................................30

ARTICLE VI ACCOUNTS AND ALLOCATIONS.......................................................................32

A. ACCOUNTS................................................................................................32
B. ALLOCATION OF CONTRIBUTIONS.............................................................................32
C. ALLOCATION OF FORFEITURES...............................................................................33
D. VALUATION OF ACCOUNTS...................................................................................33
E. LIMITATIONS ON ALLOCATIONS..............................................................................33
F. LIMITATION ON MATCHING CONTRIBUTIONS....................................................................35
G. LIMITATION ON BEFORE-TAX CONTRIBUTIONS..................................................................36

ARTICLE VII INVESTMENT FUND................................................................................39

A. INVESTMENT FUND.........................................................................................39

B. VALUATION AND ALLOCATION OF EXPENSES....................................................................39
C. ALLOCATION OF EARNINGS AND LOSSES.......................................................................40

ARTICLE VIII FIDUCIARIES....................................................................................41

A. NAMED FIDUCIARIES.......................................................................................41
B. EMPLOYMENT OF ADVISORS..................................................................................41
C. MULTIPLE FIDUCIARY CAPACITIES...........................................................................41
D. INDEMNIFICATION.........................................................................................41

ARTICLE IX PLAN ADMINISTRATION............................................................................42

A. THE ADMINISTRATIVE COMMITTEE............................................................................42
▇. ▇▇▇▇▇▇, DUTIES, ETC. OF THE ADMINISTRATIVE COMMITTEE....................................................42
C. INVESTMENT MANAGERS.....................................................................................43
D. THE TRUSTEE.............................................................................................43
E. COMPENSATION............................................................................................44
F. INVESTMENT IN QUALIFYING EMPLOYER PROPERTY..............................................................44
G. DELEGATION OF RESPONSIBILITY............................................................................44
H. CLAIMS PROCEDURE........................................................................................44

ARTICLE X AMENDMENT......................................................................................46

ARTICLE XI DISCONTINUANCE OF CONTRIBUTIONS AND TERMINATION OF THE PLAN....................................47

A. RIGHT OF THE COMPANY TO TERMINATE THE PLAN OR DISCONTINUE CONTRIBUTIONS.................................47
B. DETERMINATION OF DATE OF COMPLETE OR PARTIAL TERMINATION OR COMPLETE DISCONTINUANCE OF CONTRIBUTIONS...47
C. EFFECT OF COMPLETE OR PARTIAL TERMINATION OR COMPLETE DISCONTINUANCE OF CONTRIBUTIONS..................47

ARTICLE XII MISCELLANEOUS PROVISIONS.......................................................................49

A. EXCLUSIVE BENEFIT OF PARTICIPANTS.......................................................................49
B. PLAN NOT A CONTRACT OF EMPLOYMENT.......................................................................49
C. SOURCE OF BENEFITS......................................................................................49
D. BENEFITS NOT ASSIGNABLE.................................................................................49
E. BENEFITS PAYABLE TO MINORS, INCOMPETENTS AND OTHERS.....................................................50
F. MERGER..................................................................................................50
G. PARTICIPATION IN THE PLAN BY AN AFFILIATE...............................................................50
H. EXPENSES................................................................................................51
I. BENEFITS UNDER OTHER PLANS..............................................................................51
J. CONTROLLING LAW.........................................................................................51
K. NO AGE LIMIT............................................................................................51
L. UNIFORMED SERVICES EMPLOYMENT AND RE-EMPLOYMENT RIGHTS ACT..............................................51

ARTICLE XIII TOP-HEAVY PROVISIONS...........................................................................52

A. DETERMINATION OF TOP-HEAVY STATUS.......................................................................52
B. MINIMUM BENEFITS........................................................................................53
C. MAXIMUM COMPENSATION....................................................................................53
D. MINIMUM VESTING.........................................................................................53

ARTICLE I

Definitions

1. Account Value: The value of a Participant's Employer Contributions
Account, Before-Tax Contributions Account and/or Matching Contributions
Account, as the case may be, determined as of any Valuation Date.

2. Actual Deferral Percentage: The ratio (expressed as a percentage) of
Before-Tax Contributions, Qualified Employer Deferral Contributions and, as the
Administrative Committee deems necessary, Matching Contributions on behalf of
the Eligible Participant for the Plan Year to the Eligible Participant's
Deferral Compensation for the Plan Year.

3. Administrative Committee: The committee appointed pursuant to the
provisions of Section A of Article IX hereof.

4. Affiliate: Any corporation (other than the Company) which is a member
of a "controlled group of corporations" (as that term is defined in IRC
ss. 414(b)) of which the Company is a member, and any trade or business under
"common control" (as that term is defined in IRC ss. 414(c)) with the Company or
any organization which is a member of the same affiliated service group (as
that term is defined in IRC ss. 414(m)) with the Company.

5. Alternate Payee: The spouse, former spouse, child or other dependent
of a Participant who is recognized by a domestic relations order as having
right to receive all, or a portion of, the benefits payable under the Plan to
the Participant.

6. Amendment Effective Date: June 15, 2000, except as otherwise provided
herein.

7. Annual Defined Contribution Addition: For each Participant, for any
Limitation Year, the sum of:

(a) contributions made by any Controlled Group Member allocable
with respect to such Participant under any Defined Contribution Plans;

(b) contributions made by such Participant to any Defined
Contribution Plans; and

A reinstatement of forfeitures upon a Participant's reemployment shall not be
included in the Annual Defined Contribution Addition.

8. Average Actual Deferral Percentage: The average (expressed as a
percentage) of the Actual Deferral Percentages of the Eligible Participants as
a group.

9. Average Contribution Percentage: The average (expressed as a
percentage) of the Contribution Percentages of the Eligible Participants as a
group.

10. Before-Tax Contributions: The contributions made by an Employer on
behalf of a Participant pursuant to the Participant's election to reduce his
Compensation as described in Section A of Article V hereof.

11. Before-Tax Contributions Account: The account established pursuant to
Section A of Article VI to which such Participant's Before-Tax Contributions
are allocated.

12. Beneficiary: Any person designated by a Participant to receive any
payments of benefits due after his death, or in the absence of a valid
designation, the person entitled to receive such payment pursuant to the terms
of the Plan.

13. Benefit Accounts: A Participant's Before-Tax Contributions Account,
Matching Contributions Account and Employer Contributions Account.

14. Board: The Board of Directors of the Company and any person empowered
by the Company's certificate of incorporation or bylaws to exercise the powers
of the Board with respect to the Plan.

15. Company: ▇▇▇▇-▇▇▇▇▇ Stores, Inc. or any successor thereto.

16. Compensation:

(a) All compensation paid by the Company or a Participating
Affiliate to a Participant while an Eligible Employee (except bonuses
determined by the Employer to be extraordinary or special) which is reportable
on his Form W-2 and compensation which is not currently includible in the
Participant's gross income by reason of the application of IRC ss. 402(g)(3),
125, 132(f)(4) or 457.

(b) In addition to other applicable limitations set forth in the
Plan, and notwithstanding any other provision of the Plan to the contrary, the
annual Compensation of each Employee taken into account under the Plan shall
not exceed the OBRA '93 annual compensation limit. The OBRA '93 annual
compensation limit is $150,000, as adjusted by the Commissioner for increases
in the cost of living in accordance with IRC ss. 401(a)(17)(B). The
cost-of-living period, not exceeding 12 months, over which compensation is
determined (determination period) beginning in such calendar year. If a
determination period consists of fewer than 12 months, the OBRA '93 annual
compensation limit will be multiplied by a fraction, the numerator of which is
the number of months in the determination period, and the denominator of which
is 12.

(c) Any reference in this Plan to the limitation under IRC ss.
401(a)(17) shall mean the OBRA '93 annual compensation limit set forth in this
provision.

(d) If Compensation for any prior determination period is taken
into account in determining an Employee's benefits accruing in the current Plan
Year, the Compensation

for that prior determination period is subject to the OBRA '93 annual
compensation limit in effect for that prior determination period.

17. Contribution Percentage: The ratio (expressed as a percentage) of the
Matching Contributions under the Plan on behalf of the Eligible Participant for
the Plan Year and, as the Administrative Committee deems necessary, Before-Tax
Contributions, to the Eligible Participant's Deferral Compensation for the Plan
Year (whether or not the Employee was a Participant for the entire Plan Year).
For purposes of computing the Contribution Percentages, an Employee who would
be a Participant but for the failure to make Before-Tax Contributions shall be
treated as a Participant on whose behalf no Before-Tax Contributions are made.

18. Controlled Group Member: Any corporation during the time it is a
member of a "controlled group of corporations" (as that term is defined in IRC
ss. 414(b) as modified by IRC ss. 415(h)) of which the Company is a member, any
trade or business during the time it is under "common control" (as that term is
defined in IRC ss. 414(c) as modified by ss. 414(h)) with the Company and any
organization which is a member of the same affiliated service group (as that
term is defined in IRC ss. 414(m)) with the Company.

19. Deferral Compensation: Compensation paid by the Company or a
Participating Affiliate to the Participant during the taxable year end with or
within the Plan Year which is required to be reported as wages on the
Participant's Form W-2 and compensation which is not currently includible in
the Participant's gross income by reason of the application of IRC ▇▇.▇▇. 125 or
402(a)(8). In no instance shall the Compensation of any Participant for any
Plan Year considered under this Plan exceed $160,000 (as indexed by the IRS at
the same time and manner as under IRC ss. 415(d)).

20. Defined Benefit Plan: Any defined benefit plan qualified under IRC ss.
401, maintained at any time by a corporation which is, or at any time was, a
Controlled Group Member (regardless of whether such corporation was a
Controlled Group Member at such time) with the Company.

21. Defined Contribution Plan: Any defined contribution plan, qualified
under IRC ss. 401, maintained at any time by a corporation which is, or at any
time was, a Controlled Group Member (regardless of whether such corporation was
a Controlled Group Member at such time).

22. Determination Date: For any Plan Year, the last day of the preceding
Plan Year.

23. Direct Rollover: A Direct Rollover is a payment by the Plan to the
Eligible Retirement Plan specified by the Distributee.

24. Disability: A physical or mental condition which would permanently
prevent the Participant from performing satisfactorily the duties then assigned
to him or other duties his Employer is willing to assign to him. The final
determination of whether a Participant has a disability shall be made in the
discretion of the Administrative Committee. Such decision shall be final and
binding on all parties hereto.

25. Disability Retirement: Termination of Employment of a Participant who
has incurred a Disability.

26. Distributee: A Distributee includes an Employee or former Employee. In
addition, the Employee's or former Employee's Surviving Spouse and the
Employee's or former Employee's spouse or former spouse who is the Alternate
Payee under a Qualified Domestic Relations Order are Distributees with regard
to the interest of the spouse or former spouse.

27. Early Retirement: Termination of Employment of a Participant at or
after the Participant's 55th birthday but prior to the Participant's 65th
birthday.

28. Effective Date: July 1, 1976.

29. Eligible Elective Participants: Any Employee who is otherwise
authorized under the terms of the Plan to have Before-Tax Contributions or
Qualified Employer Deferral Contributions allocated to his Benefit Accounts for
a Plan Year.

30. Eligible Employee: Effective July 1, 1988, every Employee of an
Employer; provided however,

(a) any Employer may, by corporate action, designate a class of
its Employees which will be considered Eligible Employees,

(b) an Employee who is duly represented by the collective
bargaining agent of a bargaining unit shall be an Eligible Employee only, if
and when, the Employees of such bargaining unit are eligible to become Plan
Participants pursuant to the terms of a collective bargaining agreement,

(c) an Employee of a foreign subsidiary which is an Employer
shall be an Eligible Employee only if he is a citizen of the United States and
such foreign subsidiary subject to an agreement entered into under IRC
ss. 3121(1), and

(d) any individual an Employer does not treat as an Employee
(even if later determined by a court or administrative body to be a common law
employee), to the extent that according to rules and procedures adopted by the
Administrative Committee the Plan is in compliance with applicable law.

(e) a Leased Employee shall not be an Eligible Employee.

31. Eligible Participant: Any Employee who is otherwise authorized under
the terms of the Plan to have Employer Contributions or Matching Contributions
allocated to his account for the Plan Year.

32. Eligible Retirement Plan: An Eligible Retirement Plan is an individual
retirement account described in IRC ss. 408(a), an individual retirement annuity
described in IRC ss. 408(b), an annuity plan described in IRC ss. 403(a), or a
qualified trust described in IRC ss. 401(a), that accepts the Distributee's
Eligible Rollover Distribution. However, in the case of

an Eligible Rollover Distribution to the Surviving Spouse, an Eligible
Retirement Plan is an individual retirement account or individual retirement
annuity.

33. Eligible Rollover Distribution: An Eligible Rollover Distribution is
any distribution of all or any portion of the balance to the credit of the
Distributee, except that an Eligible Rollover Distribution does not include:
any distribution that is one of a series of substantially equal periodic
payments (not less frequently than annually) made for the life (or life
expectancy) of the Distributee or the joint lives (or joint life expectancies)
of the Distributee and the Distributee's designated beneficiary, or for a
specified period of ten years or more; any distribution to the extent such
distribution is required under IRC " 401(a)(9); the portion of any distribution
that is not includible in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to employer securities)
any hardship distribution described in IRC ss.401(k)(2)(B)(i)(IV); and any
hardship distribution described in IRC ss.401(k)(2)(B)(i)(IV).

34. Employee: Any person employed by the Company or an Affiliate,
excluding any independent contractor, and including any Leased Employee to the
extent required by IRC ss.414(n).

35. Employer: The Company and each Affiliate which elects to adopt the
Plan for its Employees pursuant to Section G of Article XII.

36. Employer Contributions: Contributions to the Plan by an Employer, not
conditional upon Before-Tax Contributions, pursuant to Section B of Article V.

37. Employer Contributions Account: The account established pursuant to
Section A of Article VI to which each Participant's Employer Contributions are
allocated.

38. Employment: The period of time as an Employee.

39. Entry Date: The first Thursday after the end of the Plan Year and
January 1 or any other day or dates the Administrative Committee, in its sole
and absolute discretion, selects as Entry Dates. Effective January 1, 2001, the
Entry Date shall be as soon as administratively possible following the date the
Employee becomes a Participant in the Plan pursuant to Article II.

40. ERISA: The Employee Retirement Income Security Act of 1974, as
amended.

41. Fiscal Year: The business period used by the Employer for federal
income tax purposes.

42. Fund: The assets held in the Trust.

43. Highly Compensated Employee: An Employee described in IRC ss.414(q) who
is an Employee and performs service during the determination year and is
described in one or more of the following groups:

(a) an Employee who is a 5% owner, as defined in IRC ss.416(i)(1)
at any time during the current Plan Year or the immediately preceding Plan
Year, or

(b) an Employee who, for the preceding Plan Year:

(i) received Compensation from the Employer in excess of
$80,000.00 (as indexed), and

(ii) if the Employer elects the application of this
clause for such preceding year, was in the top-paid group, as defined in IRC
ss.414(q)(3), for such preceding Plan Year.

A former Employee shall be treated as a Highly Compensated Employee
if: such Employee was a Highly Compensated Employee when such Employee
separated from service; or such Employee was a Highly Compensated Employee at
any time after attaining age 55. The determination of who is a Highly
Compensated Employee, including a determination of the number or identity of
Employees in the top-paid group, will be made in accordance with IRC ss.414(q)
and the regulations thereunder.

44. Hour of Service:

(a) Each hour for which an Employee is paid, or entitled to
payment, by the Company or an Affiliate for the performance of duties for the
Company or an Affiliate;

(b) Each hour which would have been credited if the payment
represented by a back pay award, regardless of mitigation of damages, had been
made in the period to which the award pertains;

(c) Each hour (up to a maximum of 501 hours on account of any
single continuous period) for which an Employee is directly or indirectly paid,
or entitled to such payment, by the Company or an Affiliate for reasons (such
as vacation, sickness or other leave of absence or layoff) other than for the
performance of duties for the Company or an Affiliate, which hours shall be
determined and credited pursuant to the rules prescribed by 29 C.F.R.
ss.2530.200b-2(b) and (c);

(d) Each hour for which an Employee is required to be given
credit by applicable Federal law other than ERISA;

(e) Each hour for which an individual considered an Employee for
purposes of this Plan under IRC ss.414(n) is considered paid by the Company or
an Affiliate; and

(f) Each hour, for any purpose under the Plan, which the Board in
a uniform and nondiscriminatory manner shall determine.

No hour shall be credited under more than one subparagraph of this
paragraph. The Administrative Committee may choose, in its sole discretion, to
credit one or more groups of full-time salaried employees for whom records are
not maintained with 10, 45, 90, 95 or 190 Hours of Service for each day, week,
biweekly period, semi-monthly period

or month, respectively, for which each member of such group would be entitled
to credit for one Hour of Service under subparagraph (a), (c), (d) or (e) of
this paragraph.

45. Investment Fund: One of the investment funds selected by the
Administrative Committee in which the assets of the Trust are invested.

46. Investment Manager: Any person serving as an investment manager under
appointment by the Administrative Committee.

47. IRC: Internal Revenue Code of 1986, as amended.

48. Leased Employee: Any person who is not a common law employee of the
Company or an Affiliate and provides services to the Company or Affiliate if:

(a) such services are provided pursuant to an agreement between
the Company and Affiliate and any other person;

(b) such person has performed such services for the Company or
Affiliate on a substantially full-time basis for a period of at least one year;
and

49. Life Expectancy: The period of years and fraction thereof of Member's
life expectancy or a joint life expectancy of a Member and his Beneficiary as
determined under Tables V and VI of Treasury Regulations ss. 1.72-9,
respectively.

50. Limitation Compensation:

(a) Limitation Compensation of a Participant includes:

(i) The Participant's wages, salaries, fees for
professional service and other amounts received (without regard to whether or
not an amount is paid in cash) for personal services actually rendered in the
course of employment with the Employer to the extent that the amounts are
includible in gross income including but not limited to commissions paid
salesmen, compensation for services on the basis of percentages of profits,
commissions on insurance premiums, tips, bonuses, fringe benefits,
reimbursements or other expense allowances under a non-accountable plan;

(ii) In the case of a Participant who is an employee
within the meaning of IRC ss. 401(c)(1) and the regulations thereunder, the
Participant's earned income during the Limitation Year;

(iii) Amounts described in IRC ▇▇.▇▇. 104(a)(3), 105 (a),
and 105 (h) to the extent these amounts are included in the gross income of the
Participant;

(iv) Amounts paid or reimbursed by the Employer for
moving expenses incurred by the Participant, but only to the extent that at the
time of the payment it is reasonable to believe that these amounts are not
deductible under IRC ss. 217;

(v) The value of a nonqualified stock option granted to
the Participant by the Employer, but only to the extent that the value of the
option is includible in the gross income of the Participant in the taxable year
in which granted; and

(vi) The amount includible in the gross income of the
Participant upon making an election described in IRC ss. 83 (b).

(b) Limitation Compensation excludes:

(i) Compensation made by the Employer to a plan of
deferred compensation to the extent that, before the application of IRC ss. 415
limitations to the plan, the contributions are not includible in the gross
income of the Participant for the taxable year in which contributed;

(ii) Employer Contributions made on behalf of a
Participant to a simplified employee pension plan to the extent that such
contributions are excludible from the Participant's gross income;

(iii) Any distributions from a plan of deferred
compensation regardless of whether such amounts are includible in the gross
income of the Participant when distributed except any amounts received by the
Participant pursuant to an unfunded nonqualified plan to the extent such
amounts are includible in the gross income of the Participant;

(iv) Amounts realized from the exercise of a nonqualified
stock option or when restricted stock held by a Participant either becomes
freely transferrable or is no longer subject to a substantial risk of
forfeiture;

(v) Amounts realized from the sale, exchange or other
disposition of stock acquired under a qualified stock option; and

(vi) Other amounts which receive special tax benefits
such as premiums for group term life insurance (but only to the extent that the
premiums are not includible in the gross income of the Participant) or
contributions made by the employer towards the purchase of an annuity contract
described in IRC ss. 403 (b) whether or not the contributions are excludible
from the gross income of the Participant.

For purposes of this section, for Plan Years beginning after December 31, 1997,
Limitation Compensation shall include any elective deferrals (as defined in IRC
ss. 402(g)(3)), which includes salary deferrals made to IRC ss. 401(k) and
403(b) plans, and any amount which is contributed or deferred by the Employer
at the election of the Participant, which is not includible in the gross income
of the Participant by reason of IRC ss. 125, relating to cafeteria plans, or
IRC ss. 457, relating to state, local and tax-exempt organizations' plans. For
Plan Years beginning after December 31, 2000, Limitation Compensation shall
include

amounts that are not includible in the gross income of the Employee by reason
of IRC ss. 132(f)(4).

51. Limitation Year: The Plan Year.

52. Matching Contributions: Contributions to the Plan by an Employer on
behalf of a Participant, conditioned on the making of Before-Tax Contributions,
pursuant to Section C of Article V.

53. Matching Contributions Account: The account established pursuant to
Section A of Article VI to which each Participant's Matching Contributions are
allocated.

54. Member: A Participant, or former Participant for whom the final
determination of benefits due him under the Plan has not been made.

55. Named Fiduciary: A "named fiduciary" as that term is defined in ERISA
ss. 402(a)(2).

56. Non-Highly Compensated Employee: An Employee who is not a Highly
Compensated Employee, as such term is defined in Article I, Paragraph 43.

57. Normal Retirement: Termination of Employment of a Participant at or
after such Participant's 65th birthday.

58. Normal Retirement Age: A Participant's 65th birthday.

59. One Year Break in Service:

(a) A Plan Year during which a person has not completed more than
500 Hours of Service as an Employee.

(b) For purposes of determining whether a One Year Break in
Service has occurred, a Participant who is absent from work:

(i) by reason of the Participant's pregnancy;

(ii) by reason of the birth of the Participant's child;

(iii) by reason of the placement of a child with the
Participant in connection with the Participant's adoption of that child; or

(iv) for purposes of caring for such child for a period
beginning immediately following such birth or placement,

shall receive the Hours of Service which otherwise would normally have been
credited to the Participant but for the absence. If the number of Hours of
Service normally credited cannot be determined, eight Hours of Service shall be
credited per day of absence. The total Hours of Service credited for this
purpose shall not exceed 501 hours of any one pregnancy or placement. These
hours of service shall be credited during the Plan Year in

which the absence begins if a Participant would be prevented from incurring a
One Year Break in Service in such Plan Year because of such credit; otherwise,
they shall be credited in the immediately following Plan Year.

(c) Subparagraph (b) shall apply only if the Participant
furnishes to the Administrative Committee the information it decides is needed
to establish both that the absence was for the reasons set forth above and the
number of days for which there was such an absence.

60. Participant: A person who has commenced but not terminated
participation in the Plan pursuant to the provisions of Article II hereof.

61. Participating Affiliate: Any affiliate which adopts, and has not
terminated participation in or withdrawn from, the Plan in the manner provided
herein.

62. Plan: ▇▇▇▇-▇▇▇▇▇ Stores, Inc. Profit Sharing/401(k) Plan, as it may be
amended from time to time.

63. Plan Year: Any twelve consecutive month period ending on the last
Wednesday in June during any part of which the Plan is in effect. Effective
January 1, 2001, the Plan Year shall be the calendar year.

64. Qualified Employer Deferral Contribution Account: The account
established pursuant to Section A of Article VI to which each Participant's
Qualified Employer Deferral Contributions are allocated.

65. Qualified Employer Deferral Contributions: Contribution made, without
a Participant's election to defer, by an Employer and allocated to the
Participant's Qualified Employer Deferral Contributions Account.

66. Surviving Spouse: The person married to a Participant on the date of
the Participant's death.

67. Qualified Domestic Relations Order: A domestic relations order which
meets the requirements for a qualified domestic relations order as established
under the IRC ss. 414(p) and the Treasury Regulations issued thereunder.

68. Trust: The trust to which contributions are made to fund the Plan.

69. Trustee: Any person serving as a trustee under appointment by the
Administrative Committee.

70. Valuation Date: The last day of the Plan Year and any other day of the
Plan Year as may be necessary for the proper administration of the Plan.

71. Year of Employment: The period, defined in Article II hereof, for
computation of eligibility to become a Participant.

72. Year of Service: The period, defined in Article IV hereof, for
computation of the minimum vesting percentage for the Matching Contributions
Account and the vesting percentage for the Employer Contributions Account.

ARTICLE II

Participation

A. Admission as a Participant

1. Each Eligible Employee on July 1, 1989 who was a Participant
on June 30, 1989 shall be a Participant on July 1, 1989.

2. An Employee who is not a Participant under paragraph 1, shall
become a Participant on the first Entry Date on which the Employee:

(a) is an Eligible Employee;

(b) has credit for not less than one Year of Employment;
and

3. A former Employee who has ceased to be a Participant and who
again becomes an Employee with credit for at least one Year of Employment shall
become a Participant on the first day of the first payroll period which follows
the day on which the former Employee again becomes an Eligible Employee.

B. Rules for Crediting Years of Employment

Years of Employment shall be determined under the following rules:

1. An Employee shall be credited with one Year of Employment:

(a) on the anniversary of the first day on which he has
an Hour of Service, if he has at least 1,000 Hours of Service in that twelve
months; and

(b) on the last day of each Plan Year which begins after
the first day on which he has an Hour of Service, if he has at least 1,000
Hours of Service in that period.

2. The Years of Employment prior to a One Year Break in Service
of an Employee with no vested rights to a benefit derived from contributions by
the Company shall not be counted if the number of his consecutive One Year
Breaks in Service equals or exceeds the greater of 5 or his number of Years of
Employment (which number of Years of Service shall not include any years
previously disregarded under this rule) before such period of consecutive One
Year Breaks in Service.

3. A former Employee who resumes Employment with no Years of
Employment to his credit shall be treated as a new Employee.

4. The Years of Employment credited to an Employee who was a
participant in the Plan on June 30, 1989 shall be no less on July 1, 1989 than
they were on June 30, 1989.

C. Termination of Participation

A Participant shall cease to be a Participant upon his termination of
Employment with an Employer; thereafter, he shall be a Member until the final
determination of benefits due to him under the Plan is made.

D. Credited Service for Former ▇▇▇▇▇▇▇'▇ Employees

Notwithstanding anything in this Plan to the contrary, former
employees of ▇▇▇▇▇▇▇'▇ Supermarkets, Inc. ("▇▇▇▇▇▇▇'▇") who accept employment
with the Company upon the acquisition by the Company of nine ▇▇▇▇▇▇▇'▇ stores
pursuant to the Asset Purchase Agreement dated May 17, 2000 between ▇▇▇▇▇▇▇'▇
and the Company, as amended, shall be granted pre-employment credited service
for eligibility and vesting purposes under the Plan for all service accrued
while at ▇▇▇▇▇▇▇'▇ and may become participants in the Plan on the date of such
acquisition, provided such employees are Eligible Employees taking into account
such pre-employment credited service.

E. Credited Service for Former Jitney Employees

Notwithstanding anything in this Plan to the contrary, former
employees of Interstate Jitney Jungle Stores, Inc., Pump and Save, Inc., P&S
Operations, Inc., Supermarket Cigarette Sales, Inc., Jitney-Jungle Stores of
America, Inc., Delchamps, Inc., Southern Jitney Jungle Company, Inc. ("Jitney")
who accept employment with the Company upon the acquisition by the Company of
68 Jitney stores pursuant to the Asset Purchase Agreement dated October 29,
2000 between Jitney and the Company, as amended, shall be granted
pre-employment credited service accrued while at Jitney and may become
participants in the Plan on the date of such acquisition, provided such
employees are Eligible Employees taking into account such pre-employment
credited service.

F. Credited Service for Former Bi-Lo Employees

Notwithstanding anything in this Plan to the contrary, former
employees of Bi-Lo Incorporated ("Bi-Lo") who accept employment with the
Company upon the acquisition by the Company of the Store pursuant to an
Agreement dated November 13, 2001 between Bi-Lo and the Company, as amended,
shall be granted pre-employment credited service for vesting and eligibility
purposes under the Plan for service accrued while at Bi-Lo and may become
participants in the Plan on the date of such acquisition, provided such
employees are Eligible Employees taking into account such pre-employment
credited service.

ARTICLE III

Amounts and Payment of Benefits

A. Distribution Upon Normal or Disability Retirement, Death, Etc.

This Section A shall apply upon a Member's termination of Employment
due to Normal or Disability Retirement, or due to death, a closing of an entire
store, plant, facility or warehouse, or the elimination of a complete shift, or
department, in a plant facility or warehouse.

1. If the Member's total Benefit Accounts value is not more than
$3,500 (on and after June 25, 1998, $5,000) (on the Valuation Date determined
below or on any prior distribution date) or if more than $3,500 (on and after
June 25, 1998, $5,000), but the Member elects immediate distribution, the
Member's Benefit Accounts shall be valued as of the Valuation Date coincident
with or next following such termination of Employment, plus any amounts
credited to his Benefit Accounts subsequent to such valuation and distributed
pursuant to Section D of this Article III.

2. If the Member's total Benefit Accounts value is more than
$3,500 (on and after June 25, 1998, $5,000) (on the Valuation Date coincident
with or first following his termination of employment or on any prior
distribution date) and the Member does not elect immediate distribution, the
Member's Benefit Accounts shall be valued as of the Valuation Date coincident
with or first following the date the Member attains age 70 1/2 (or such earlier
age as elected by the Member) or, if later, terminates employment, and
distributed pursuant to Section D of this Article III.

3. Subject to Section D of this Article III, the election to
take immediate distribution shall be made in the time period and manner as
established by the Administrative Committee.

4. A Member who does not elect to take immediate distribution
may elect to have his Benefit Accounts valued and distributed as of any future
Valuation Date coincident with or first following the date the Member attains
any age younger than 70 1/2. Subject to Section D of this Article III, such
election shall be made in the time and manner as established by the
Administrative Committee. The distribution shall be made in the form selected
pursuant to Section D of this Article.

B. Distribution Upon Other Termination of Employment After Full Vesting

This Section shall apply upon a Member's termination of Employment
with full vesting in all his Benefit Accounts under circumstances other than
under Section A of this Article III.

1. If the Member's total Benefit Accounts value is not more than
$3,500 (on and after June 25, 1998, $5,000) (on the Valuation Date determined
pursuant to Section A(2) of

this Article III or on any prior distribution date) or if more than $3,500 (on
and after June 25, 1998, $5,000), but the Member elects immediate distribution,
his Benefit Accounts shall be valued as of the Valuation Date coincident with
or next preceding his termination of Employment, plus any amounts credited to
his Benefit Accounts thereafter, and distributed pursuant to Section D of this
Article III.

2. If the Member's total Benefit Accounts value is more than
$3,500 (on and after June 25, 1998, $5,000) (on the Valuation Date determined
in paragraph 1 above or on any prior distribution date) and the Member does not
elect immediate distribution, the Member's Benefit Accounts shall be valued as
of the Valuation Date coincident with or first following the date the Member
attains age 70 1/2 (or such earlier date as elected by the Member) and
distributed pursuant to Section D of this Article III.

3. Subject to Section D of this Article III, the election to
take immediate distribution shall be made in the time period and manner as
established by the Administrative Committee.

4. A Member who does not elect to take immediate distribution
may elect to have his Benefit Accounts valued and distributed as of any future
Valuation Date coincident with or first following the date the Member attains
any age younger than 70 1/2. Subject to Section D of this Article III, such
election shall be made in the time period and manner as established by the
Administrative Committee. The distribution shall be made in the form elected
under Section D of this Article III.

C. Distribution Upon Non-vested Termination of Employment

This Section shall apply upon a Member's termination of Employment
with less than full vesting in all his Benefit Accounts under circumstances
other than under Section A of this Article III.

1. If the vested portion of the value of Member's total Benefit
Accounts is not more than $3,500 (on and after June 25, 1998, $5,000) (on the
Valuation Date determined pursuant to Section A(2) of this Article III or on
any prior distribution date) or, if more than $3,500 (on and after June 25,
1998, $5,000), but the Member elects immediate distribution, the vested portion
of his Benefit Accounts shall be valued as of the Valuation Date coincident
with or next preceding his termination of employment, plus the vested portion
of any amounts credited to his Benefit Accounts thereafter, and distributed
pursuant to Section D of this Article.

2. If the vested portion of the value of the Member's total
Benefit Accounts is more than $3,500 (on and after June 25, 1998, $5,000) (on
the Valuation Date determined in paragraph 1 above or on any prior distribution
date) and the Member does not elect immediate distribution, the vested portion
of the Member's Benefit Accounts shall be valued as of the Valuation Date
coincident with or first following the date the Member attains age 70 1/2 (or
such earlier date as elected by the Member) and distributed pursuant to
Section D of this Article III.

3. Subject to Section D of this Article III, the election to
take immediate distribution shall be made in the time period and manner as
established by the Administrative Committee.

4. A Member who does not elect to take immediate distribution
may elect to have his Benefit Accounts valued and distributed as of any future
Valuation Date coincident with or first following the date the Member attains
any age younger than 70 1/2. Subject to Section D of this Article III, such
election shall be made in the time period and manner as established by the
Administrative Committee. The distribution shall be made in the form elected
under Section D of this Article III.

D. Method of Distributions

1. A Member whose vested Benefit Accounts value is not more than
$3,500 (on and after June 25, 1998, $5,000) (on this or any prior distribution
date) shall receive his benefits distribution as a single lump sum payment.
Lump sum payments shall be distributed as soon as practicable after the
Valuation Date determined for distribution (or, if later, Employment
termination date).

2. A Member (or the Beneficiary of a deceased Member) with
vested Benefit Accounts valued at more than $3,500 (on and after June 25, 1998,
$5,000) shall elect benefit distributions:

(a) in a lump sum (and distributed at the time set forth
in paragraph 1 of this Section D); or

(b) in monthly, quarterly, semi-annual, or annual
installments payable in substantially equal amounts continuing over a period
certain not exceeding the Member's Life Expectancy, or the Life Expectancy of
the Member and his Beneficiary. Amounts payable in installments shall continue
to be adjusted and updated for investment gains and losses pursuant to Section
D of Article VI. A Member may elect to adjust the timing and amount of
installment payments in the manner established by the Administrative Committee;
provided, however, any new form or amount of distribution shall be consistent
with the limitations on distributions set forth in this Plan. Any such
additional payment will cause an adjustment in the regular installment payment
amount. Installment payments shall immediately cease for any Member re-employed
by the Company except for those Members who have attained age 70 1/2 and who,
pursuant to IRC ss. 401(a)(9), are subject to receiving minimum required
distribution payments.

(c) a terminated Member with a vested Benefit Account
valued at more than $3,500 (on and after June 25, 1998, $5,000) may elect a
partial distribution from his Benefit Accounts at any time and in any amount.

(d) notwithstanding subsections (a), (b) and (c), if
distributions begin before the Member reaches age 70 1/2, the Member may elect
to receive benefit distributions in the form of installments payable in any
amount until the Member reaches age 70 1/2 at which time the Member shall elect
benefit distributions in the manner described in clauses

(a) or (b) of paragraph 2 of this Section D as required by IRC ss. 401(a)(9).
The Member may elect to receive an amount greater than the minimum required
distribution amount.

3. If the Beneficiary is not the Member's spouse, to comply with
the incidental benefit requirement that the present value of benefits payable
to the Member, determined at the time the installments commence, shall be at
least 50% of installments to be paid, the following limitation shall apply to
payments under this Section. The joint life expectancy of the Member and his
Beneficiary shall not exceed twice the life expectancy of Member.

4. All benefit payments shall be in cash except payments to
Members who terminated Employment after age 65 who elect to receive their
distribution from the Company Stock Fund in whole shares and cash for
fractional shares.

E. Limitation on Commencement of Benefits

1. In no event shall a Member begin to receive his benefits
later than the 60th day after the close of the Plan Year in which the latest of
the following events occurs:

(a) the attainment by the Member of Normal Retirement
Age;

(b) the tenth anniversary of the year in which the
Member commenced participation;

(d) the date elected, as permitted herein, by the
Member.

2. If the amount of benefits payable within such 60-day period
cannot be determined within such period, then a payment, retroactive to such
60th day, shall be made no later than 60 days after the earliest date on which
the amount of such benefits can be determined.

3. If a distribution of benefits has commenced before the
Member's death, the remaining interest will be distributed at least as rapidly
as under the method of distribution being used as of the date of the
Participant's death.

4. Any distribution which had not begun before the Member's
death shall comply with the following:

(a) Any portion of the Member's account balance not
payable to a Beneficiary designated by the Member will be distributed within
five years after such Member's death.

(b) Any portion of the Member's account balance that is
payable to a Beneficiary designated by the Member will be distributed over the
life of such Beneficiary, commencing not later than one year after the Member's
death (or if the Beneficiary is the Member's Surviving Spouse, commencing not
later than the date on which the Member would have attained age 70 1/2).

F. Age 70 1/2 Benefit Commencement

1. Effective for Plan Years beginning after December 31, 1996,
notwithstanding any provision of the Plan to the contrary, distributions shall
begin to a Participant not later than April 1st of the calendar year following
the later of (i) the calendar year in which the Participant attains age 70-1/2
or (ii) the calendar year in which the Participate retires, provided, however,
that this clause (ii) shall not apply in the case of a Participant who is a
"five (5) percent owner" at any time during the five-plan year period ending in
the calendar year in which he attains age 70-1/2 or, in the case of a
Participant who becomes a "five (5) percent owner" during any subsequent Plan
Year, clause (ii) shall no longer apply and the required beginning date shall
be the April 1st of the calendar year following the calendar year in which such
subsequent Plan Year ends. Alternatively, distributions to a Participant must
begin no later than the applicable April 1st as determined under the preceding
sentence and must be made over a period certain measured by the life expectancy
of the Participant (or the life expectancies of the Participant and his
designated Beneficiary) in accordance with Regulations.

With respect to distributions under the Plan made for calendar years
beginning on or after January 1, 2001, the Plan will apply the minimum
distribution requirements of Section 401(a)(9) of the Internal Revenue Code in
accordance with the regulations under Section 401(a)(9) that were proposed on
January 17, 2001 (the 2001 Proposed Regulations), notwithstanding any provision
of the Plan to the contrary. This amendment shall continue in effect until the
last calendar year beginning before the effective date of the final regulations
under section 401(a)(9) or such other date as may be published by the Internal
Revenue Service.

2. The distribution to a Member who remains an Employee shall be
distributed over a period not exceeding the Life Expectancy of such Member or
the Life Expectancy of such Member and a designated Beneficiary. Life
Expectancy shall be redetermined each year in accordance with procedures
established by the Administrative Committee.

3. If the Beneficiary is not the Member's spouse, the joint life
expectancy of the Member and his Beneficiary shall not exceed the period
determined under the table set forth in Proposed Treasury Regulations
ss. 1.401(a)(9)-2, Q&A 4, or successor regulations.

4. If a Member who is being paid pursuant to this Section
terminates Employment, his benefits shall be determined for distribution and
paid pursuant to Section A hereof but in no instance less rapidly than required
under this Section.

G. Beneficiaries

1. A Participant may designate in writing one or more
Beneficiaries to whom amounts due after his death shall be paid. In the event a
Participant fails to make such a designation, or in the event that no
designated Beneficiary survives the Participant, any amounts due after his
death shall be paid to his Surviving Spouse, or if there is no Surviving
Spouse, to the legal representative of his estate. No Beneficiary shall have
any right to benefits under the Plan unless he shall survive the Participant.

2. Any designation of a Beneficiary must be filed in the manner
established by the Administrative Committee in order to be effective. Any such
designation of a Beneficiary may be revoked by filing a later designation or an
instrument of revocation with the Administrative Committee.

3. If a Participant has a Surviving Spouse on the date of his
death, a Beneficiary designation of someone other than the Surviving Spouse
shall be effective if, and only if, a spouse consent is in effect pursuant to
paragraph 4 of this Section. If a Participant has a Surviving Spouse on his
date of death and no spouse consent is in effect, Plan benefits will be paid to
the Surviving Spouse, regardless of any other beneficiary designation. This
paragraph only applies to Participants who have credit for at least One Hour of
Service for services performed or for a leave of absence on or after August 23,
1984, and to Participant's with unforfeitable benefits on that date who have
credit for at least 10 Years of Vesting Service.

4. A spouse consent is in effect if the Surviving Spouse
executes and files with the Administrative Committee a consent to the
Participant's Beneficiary designation acknowledging the effect of such
designation and the Surviving Spouse signature is witnessed by a Plan
representative or a notary public.

H. Special Rules for Members and Beneficiaries Who Cannot Be Located

Each Member, or Beneficiary thereof, entitled to benefits under the
Plan has the responsibility to advise the Administrative Committee, in writing,
of his current address. Any communication, statement, or notice addressed to
such person at his latest reported address will be binding on him for all
purposes of the Plan and neither the Administrative Committee, the Employees or
Trustees shall be obligated to search for or ascertain his whereabouts. If the
Administrative Committee is unable to locate a Member or Beneficiary on or
after a one year break in service, such Member or Beneficiary's Benefit
Accounts shall be treated as a forfeiture pursuant to the provisions of Section
C of Article VI. However, if the Member or Beneficiary claims his benefit at a
later date prior to the Plan termination, the balance of his Benefit Accounts
in the amount as of the date forfeited will once again be payable to him.

I. Withholding Taxes

The Trustee may withhold from any payment hereunder any taxes required
to be withheld under applicable local, state or federal laws.

J. Hardship Withdrawals

1. A Participant may make a hardship withdrawal of the portion
of his Before-Tax Contribution Account which consists of his Before Tax
Contribution (but not earnings thereon) as of the Valuation Date immediately
preceding the date of withdrawal. Hardship withdrawals are subject to the
spousal consent requirements in IRC ▇▇.▇▇. 401(a)(11) and 417 and Section G
above.

2. A hardship withdrawal shall only be permitted if the
Participant has an immediate and heavy financial need and other resources are
not reasonably available to meet the need as determined in accordance with
Treasury Regulations Section 1.401(k)-1.

3. Hardships shall be limited to:

(a) Medical care expenses (described in IRC ss. 213(d))
incurred by the Participant, his spouse or dependent (within the meaning of IRC
ss. 152) or necessary for such individuals to obtain such medical care.

(b) Costs directly related to the purchase (excluding
mortgage payments) of a principal residence of the Participant.

(c) Payment of tuition fees, related educational, and
room and board expenses for the next 12 months of post-secondary education for
the Participant, spouse, child or dependent (within the meaning of IRC ss. 152).

(d) The need to prevent the eviction of the Participant
from his principal residence or foreclosure on the mortgage of the
Participant's principal residence.

(e) Such other facts and circumstances as determined by
the Secretary of the Treasury.

4. The distribution shall be limited to only the amount
necessary to satisfy the immediate and heavy financial need in excess of other
reasonably available financial resources as determined under Treasury
Regulations ss. 1.401(k)(d)(2)(iii).

5. If a Participant makes a hardship withdrawal:

(a) he shall not be permitted to again make a Before-Tax
Contribution (or contributions to other plans as provided in the regulations)
until the first day which is at least 6 months after receipt of the withdrawal,
and

(b) he shall not make Before-Tax Contributions for his
taxable year immediately following the taxable year of the withdrawal in excess
of the IRC ss. 402(g) limit for such taxable year less the amount of such
Participant's Before-Tax Contributions for the taxable year of the withdrawal.

6. The Participant will provide with his application for
withdrawal representation that he has satisfied the requirements of this
Section.

K. Forfeitures

The non-vested portion of the Employer Contributions Account and
Matching Contributions Account of a Member who has terminated Employment shall
be forfeited as of the date the vested portion of the Account is distributed or
after a Member has incurred five (5) consecutive One Year Break(s) in Service.
To the extent not utilized to restore the forfeitures pursuant to Section L of
this Article, and to the extent authorized by the

Administrative Committee, forfeitures shall be used to pay Plan expenses. A
Member who was 0% vested in his Employer Contributions Account and/or Matching
Contributions Account shall be deemed to have received a distribution of his
vested portion of such accounts on his date of Employment termination.

L. Restoration of Forfeitures

1. If a Member who has forfeited a portion of his Employer
Contributions Account and/or Matching Contributions Account pursuant to Section
K of this Article resumes Employment prior to the last day of Plan Year in
which he incurs five consecutive One Year Breaks in Service, the forfeited
portion shall be restored under the following conditions.

(a) If the vested portion of the Member's Benefit
Accounts has not been distributed, any forfeitures shall be restored to his
Benefit Account from which such amount was forfeited in the same amount as
forfeited as soon as possible following such Reemployment.

(b) If the vested portion of the Member's Benefit
Accounts has been distributed, he shall have the right, while an Employee, to
recontribute the full amount distributed to him. His right to recontribute
shall terminate after the Member has incurred five consecutive One Year Breaks
in Service following the distribution. In the event of such recontribution, as
of the Valuation Date coincident with or next following such recontribution,
the Account Value of his Accounts shall be restored to 100% of their value on
the date as of which such Participant's benefits were determined for
distribution. All recontributions must be in one lump sum.

2. Forfeitures shall be restored from other forfeitures
occurring during the Plan Year of reemployment. To the extent forfeitures are
insufficient to make such restoration, it shall be made from the net income of
the Fund or, if necessary, from a special contribution from the Member's
Employer.

M. Distribution to Alternate Payee Under a QDRO

The Alternate Payee under a Qualified Domestic Relations Order shall
be entitled to elect to receive a distribution as of the Valuation Date
coincident with or next following the establishment of the Alternate Payee's
benefits accounts pursuant to paragraph 4, Section A of Article VI. If the
Alternate Payee does not elect to take a distribution of benefits prior to the
date the Alternate Payee is age 62, distribution of benefits shall be made as
of the Valuation Date coincident with or next following the date the Alternate
Payee attains age 62. Effective June 25, 1998, notwithstanding any Plan
provision to the contrary, if the value of the Alternate Payee's benefit
accounts does not exceed $5,000 as of the applicable Valuation Date (or any
prior distribution date), then the Trustee shall distribute such benefit
accounts balance in a lump sum as soon as practicable following such Valuation
Date.

N. Transferred Amounts

1. Notwithstanding anything herein to the contrary, but subject
to the provision of Article III, Section D, paragraph 1 above, if a
Participant's account includes any amount which was transferred to the Plan
(including income, gains, losses, withdrawals, contributions, forfeitures and
other credits or charges thereon) (the "Transferred Amount"), pursuant to a
merger of the Plan and another plan or a transfer of benefits to the Plan from
another plan (other than elective transfers, and rollover contributions), the
following rules shall apply: (a) pursuant to IRC ss. 411(d)(6) protected forms
of benefit under the other plan shall be provided to Participant's Transferred
Amounts, and (b) if such other plan had as its standard method of distribution
for a married participant a qualified joint and survivor annuity, or a
qualified pre-retirement survivor annuity, then with respect to the Transferred
Amount in a married Participant's Account the standard method of distribution
shall be a qualified joint and survivor annuity, or a qualified pre-retirement
survivor annuity.

2. Such qualified joint and survivor annuity, or a qualified
pre-retirement survivor annuity, shall be provided by a nontransferable annuity
contract purchased by the Trustee with the entire value of the Participant's
Transferred Amount. The qualified joint and survivor annuity shall be an
immediate annuity providing for payment of a level monthly amount for the
Participant's lifetime and for continuing level monthly payments after his
death equal to fifty percent (50%) of such monthly amount for the remaining
lifetime of such spouse. The qualified pre-retirement survivor annuity shall be
a survivor annuity purchased with one hundred percent (100%) of the
Participant's Transferred Amount payable for the life of the surviving spouse.
A qualified pre-retirement survivor annuity shall be distributed to such
surviving spouse, unless the Participant and his spouse were not married
throughout the one-year period ending on the date of his death.

3. If the Participant has in effect a valid waiver election
regarding the qualified joint and survivor annuity or the qualified
pre-retirement survivor annuity, the Trustee shall distribute the Participant's
Transferred Amount in accordance with the preceding provisions of this Article
III.

4. Not earlier than 90 days but not later than 30 days, before
the Participant's annuity starting date, the Administrative Committee must
provide the Participant a written explanation of the terms and conditions of
the qualified joint and survivor annuity, the Participant's right toe make, and
the effect of, an election to waive the joint and survivor form of benefit, the
rights of the Participant's spouse regarding the waiver election and the
Participant's right to make, and the effect of, a revocation of a waiver
election.

5. A married Participant's waiver election is not valid unless
(a) the Participant's spouse (to whom the survivor annuity is payable under the
qualified joint and survivor annuity), after the Participant has received the
written explanation described in paragraph 4, has consented in writing to the
waiver election, the spouse's consent acknowledges the effect of the election,
and a notary public or a member of the Administrative Committee witnesses the
spouse's consent, (b) the spouse consents to the alternate form of payment
designated by the Participant or to any change in that designated form of
payment, and (c) unless the spouse is the Participant's sole primary
Beneficiary, the spouse consents to the Participant's Beneficiary designation
or to any change in the Participant's Beneficiary designation. The spouse's
consent to a waiver of the qualified joint and survivor annuity is irrevocable,
unless the Participant revokes the

waiver election. There is no limit on the number of times the Participant may
revoke a waiver of the qualified joint and survivor annuity or make a new
waiver during the election period (which, subject to Section D of this Article
III, is the 90-day period ending on the annuity starting date). The spouse may
execute a blanket consent to any form of payment designation or to any
Beneficiary designation made by the Participant, if the spouse acknowledges the
right to limit that consent to a specific designation but, in writing, waives
that right. The consent requirements of this paragraph apply to a former spouse
of the Participant, to the extent required under a Qualified Domestic Relations
Order.

6. The Administrative Committee will accept as valid a waiver
election which does not satisfy the spousal consent requirements if the
Administrative Committee establishes the Participant does not have a spouse,
the Administrative Committee is not able to locate the Participant's spouse,
the Participant is legally separated or has been abandoned (within the meaning
of the State law) and the Participant has a court order to that effect, or
other circumstances exist under which the Internal Revenue Service will excuse
the consent requirement. If the Participant's spouse is legally incompetent to
give consent, the spouse's legal guardian (even if the guardian is the
Participant) may give consent.

7. The Administrative Committee must provide a written
explanation of the pre-retirement survivor annuity to each married Participant,
within the following period which ends last: (1) the period beginning on the
first day of the Plan Year in which the Participant attains age 32 and ending
on the last day of the Plan Year in which the Participant attains age 34; (2) a
reasonable period after an employee becomes a Participant; (3) a reasonable
period after the joint and survivor rules become applicable to the Participant;
or (4) a reasonable period after a fully subsidized pre-retirement survivor
annuity no longer satisfies the requirements for a fully subsidized benefit. A
reasonable period described in clauses (2), (3) and (4) is the period beginning
one year before and ending one year after the applicable event. If the
Participant terminates Employment before attaining age 35, clauses (1), (2),
(3) and (4) do not apply and the Administrative Committee must provide the
written explanation within the period beginning one year before and ending one
year after the termination of Employment. The written explanation must
describe, in a manner consistent with Treasury regulation, the terms and
conditions of the pre-retirement survivor annuity comparable to the explanation
of the qualified joint and survivor annuity required under paragraph 4.

8. A Participant's waiver election of the pre-retirement
survivor annuity is not valid unless (a) the Participant makes the waiver
election no earlier than the first day of the Plan Year in which he attains age
35 and (b) the Participant's spouse (to whom the pre-retirement survivor
annuity is payable) satisfies the consent requirements described in paragraph
6, except the spouse need not consent to the form of benefit payable to the
designated Beneficiary. The spouse's consent to the waiver of the
pre-retirement survivor annuity is irrevocable, unless the Participant revokes
the waiver election. There is no limit on the number of times the Participant
may revoke a waiver of the pre-retirement survivor annuity or make a new waiver
during the election period. Irrespective of the time of election requirement
described in clause (a), if the Participant terminates Employment prior to the
first day of the Plan Year in which he attains age 35, the Administrative
Committee will accept a waiver election. Furthermore, if a Participant who has
not terminated

Employment makes a valid waiver election, except for the timing requirement of
clause (a), the Administrative Committee will accept that election as valid,
but only until the first day of the Plan Year in which the Participant attains
age 35. A waiver election described in this paragraph is not valid unless made
after the Participant has received the written explanation described in this
paragraph.

9. The provisions of this Section apply only with respect to
Transferred Amounts. All other amounts in the Account of the Participant shall
be distributed in accordance with the preceding provisions of this Article III.

O. Distribution Notice and Election Period

Notwithstanding any Plan provision to the contrary, any notice
required to be provided to a Member may be provided before the first
distribution is actually made, provided that:

1. the Member elects to waive the requirement that such notice
be furnished at least 30 days before a distribution of benefits begins;

2. the Member's spouse has consented to the chosen mode of
payment, if required; and

3. the distribution commences more than seven days after the
notice is provided.

P. Direct Rollover of Eligible Rollover Distributions

In accordance with IRC ss.401(a)(31), if a Member who is entitled to
receive an Eligible Rollover Distribution (as such term is defined in Article
I, Section 33) from the Plan: (i) elects to have such Eligible Rollover
Distribution paid directly to an Eligible Retirement Plan (as such term is
defined in Article I, Section 32), and (ii) such Member specifies the Eligible
Retirement Plan to which the Eligible Rollover Distribution is to be paid (in
such form and at such time as the Administrative Committee may prescribe), such
distribution shall be made in the form of a Direct Rollover to the Eligible
Retirement Plan so specified by the Member.

ARTICLE IV

Vesting

A. Vesting Percentage

1. A Member shall be fully vested at all times in the Account
Value of his Before-Tax Contributions Account.

2. The vesting percentage of a Member in the Account Value of
his Employer Contributions Account and Matching Contributions Account shall be
100% if such Participant's Employment is terminated:

(a) on or after his 65th birthday;

(b) due to death;

(d) as a result of;

(i) the closing of an entire store, plant
facility, or warehouse; or

(ii) the elimination of a complete shift, or
department, in a plant facility or warehouse.

3. For any Member whose Employment is terminated for reasons
other than as set forth in paragraph 2 of this Section A, the vesting
percentage in the Account Value of his Matching Contributions Account and
Employer Contributions Account shall be the percentage determined under
subparagraphs (a) and (b) below:

(a) The vesting percentage in the Matching Contributions
Account shall be determined under the following schedule:

Completed Years Vesting
of Service Percentage
--------------- ----------

1 20%
2 40%
3 60%
4 80%
5 or more 100%

Notwithstanding the above schedule, Member shall not have a vesting percentage
in his Matching Contribution Account less than is determined below:

Years of Vesting
Service Percentage
-------- ----------

0 - 2 0%
3 20%
4 40%
5 60%
6 80%
7 or more 100%

(b) The vesting percentage in the Employer Contributions
Account shall be determined under the following schedule:

Years of Vesting
Service Percentage
-------- ----------

0 - 2 0%
3 20%
4 40%
5 60%
6 80%
7 or more 100%

B. Rules for Crediting Years of Service

Years of Service shall be determined under the following rules.

1. An Employee shall be credited with one Year of Service for:

(a) Years of Service credited under the Plan prior to
July 1, 1989 under the terms of the Plan as in effect prior to such date;

(b) Any Plan Year beginning on or after July 1, 1989
during which an Employee completes at least 1,000 Hours of Service. Such Year
of Service shall be credited as of the last day of the Plan Year or, if
earlier, as of the day on which such Employee terminates his Employment;

(i) an Employee's eligibility computation
period overlaps two vesting computation periods,

(ii) such Employee completes at least 1,000
Hours of Service during the eligibility computation period, and

(iii) such Employee fails to complete at least
1,000 Hours of Service in either of the overlapped vesting computation periods;

(d) Any "Year of Service" credited to the Employee under
the Employees' Profit Sharing Retirement Plan of D. D. I., Inc., on the date
the Employee becomes a Participant under this Plan; and

(e) No credit shall be granted under more than one
subparagraph of this paragraph for the same Year of Service.

2. The Years of Service prior to a One Year Break in Service of
an Employee with no vested rights to a benefit derived from contributions by
the Company (other than Before-Tax Contributions) shall not be counted if the
number of his consecutive One Year Breaks in Service equals or exceeds the
greater of 5 or his number of Years of Vesting Service (which number of Years
of Service shall not include any years previously disregarded under this rule)
before such period of consecutive One Year Breaks in Service.

3. The Years of Service subsequent to a One Year Break in
Service of an Employee who has terminated Employment shall not be counted, on
and after the last day of the Plan Year in which he has such five consecutive
One Year Breaks in Service, in computing the vesting percentage applicable to
the Account Value of his Employer Contributions Account derived from
contributions accrued prior to such One Year Break in Service.

ARTICLE V

Contributions

A. Before-Tax Contributions

1. Effective July 1, 1999, each participant may elect to reduce
his Compensation by an amount equal to 1% to 15% of Compensation (expressed as
a whole integer) of the Compensation paid to him each payday. Notwithstanding
the above, Highly Compensated Employees will not be permitted to reduce their
Compensation up to the 15% maximum. Highly Compensated Employees may reduce
their Compensation by an amount, set by the Administrative Committee, which
will meet the discrimination requirements of the Code.

2. The amount by which his Compensation is reduced shall be
contributed on his behalf as a Before-Tax Contribution to the Plan pursuant to
paragraph 1, Section B of Article VI. Such election shall be made in a time and
manner as established by the Administrative Committee.

3. The initial Participant Before-Tax Contribution election must
be made effective as of the last day of the first pay period immediately after
the Participant becomes eligible to participate.

(a) Subsequent Participant Before-Tax Contribution
elections can be made effective as of any subsequent date in the manner
provided by the Administrative Committee.

(b) Participants may elect to increase or decrease
Before-Tax Contributions as of any subsequent date in accordance with rules
provided by the Administrative Committee from time to time.

(c) All elections to make Before-Tax Contributions shall
be effective only as to Compensation not earned as of the effective dates of
such elections.

4. A Participant may elect to cease Before-Tax Contributions as
of the first day of any future payroll period as of a time and in the manner as
established by the Administrative Committee.

(a) Such election shall be made in a time and manner as
established by the Administrative Committee.

(b) A Participant who elects to cease making Before-Tax
Contributions may again make Before-Tax Contributions at any time in the manner
established by the Administrative Committee.

5. Effective for the 1987 calendar year, no Participant may make
Before-Tax Contributions in any calendar year in excess of $7,000 (or such
greater amounts as adjusted for cost of living pursuant to IRC ss. 402(g)(5))
to all plans with provisions complying with IRC ▇▇.▇▇. 401(k) or 403(b) and
other plans providing for elective deferrals within the meaning of IRC
ss. 401(g).

(a) If Before-Tax Contributions are made to more than
one plan and are in excess of $7,000 (or greater amount under IRC ss. 402(g)(5))
for any calendar year, the individual shall notify the Administrative Committee
of the amount of excess Before-Tax Contributions which are attributable to the
Plan by no later than the March 1 following such calendar year. If such notice
is provided before the applicable March 1, the Administrative Committee shall
direct the Trustee to distribute to the Participant such amount of excess
before the April 15 following such March 1.

(b) If the Before-Tax Contributions under the Plan in
any calendar year exceed $7,000 (or such greater amount under IRC ss. 402(g)(5))
and the Participant has not notified the Administrative Committee by the March
1 following such calendar year of the allocation of excess contributions, or
such allocation does not reduce the Before-Tax Contributions to the Plan to not
more than $7,000 (or such other amount under IRC ss. 402(g)(5)), the
Administrative Committee shall direct the Trustee to distribute the excess
amount to the Participant by no later than the April 15 following such calendar
year.

(c) For the 1987 calendar year, if Before Tax
Contributions under the Plan or a combination of plans exceed the $7,000
limitation, such excess shall be held in the Plan and distributed only in
accordance with the Plan's distribution rules set forth in Article III hereof.

B. Employer Contributions

With respect to each Plan Year, each Employer may contribute to the
Trust an amount as an Employer Contribution to be allocated to Participants
eligible pursuant to paragraph 2, Section B, Article VI. Such contribution
shall be made in cash or in kind, as determined by the Board in its sole
discretion.

1. Employer Contributions by each Employer with respect to each
Plan Year shall be made no later than the time prescribed by law for such
Employer to obtain a Federal income tax deduction for the Plan Year for which
such contribution is made.

2. Such Employer Contributions shall be allocated to
Participant's Employer Contributions Accounts.

3. In no event shall an Employer make an Employer Contribution
for any Fiscal Year which is greater than the maximum amount deductible from
income under the applicable IRC provisions.

C. Matching Contributions

With respect to each week, each Employer shall make a Matching
Contribution on behalf of each Participant eligible pursuant to paragraph 3,
Section B of Article VI, in the amount of 50% of the Participant's Compensation
for such week.

1. Matching Contributions shall be paid by each Employer to the
Trustee as soon as practical after the end of every week.

2. Such Matching Contributions shall be allocated to
Participants' Matching Contribution Accounts as of the end of the applicable
week.

D. Rollover Contributions

1. With the consent of the Administrative Committee, an Employee
may make a Rollover Contribution (as defined below), provided that the
Administrative Committee determines that the Rollover Contribution will not
jeopardize the tax exempt status of the Plan or Trust. The amounts transferred
shall be set up in a separate account herein referred to as a "Rollover
Contributions Account." Such account shall be fully vested at all times and
shall not be subject to forfeiture for any reason.

2. Amounts in an Employee's Rollover Contributions Account shall
be held by the Trustee pursuant to the provisions of this Plan. Any withdrawal
of any part or all of an Employee's Rollover Contributions Account hereunder
shall be subject to all of the same rules and restrictions regarding
distribution of benefits of Participants, including, but not limited to, all
notice and consent requirements of IRC ss.411(a)(11) and the Regulations
thereunder. All amounts held in the Employee's Rollover Contribution Account
shall be used to provide additional benefits to the Employee or his Beneficiary
under the terms of the Plan.

3. For purposes of this Section, the term "Rollover
Contribution" shall mean amounts transferred to this Plan from another
Qualified Plan by means of a direct trustee-to-trustee transfer in accordance
with IRC ss.401(a)(31).

4. For purposes of this Section D, a Qualified Plan shall mean
any tax qualified plan under IRC ss.401(a).

5. If a Rollover Contribution is made on behalf of an Employee
who is not yet eligible to participate in the Plan, the amount transferred into
the Rollover Contribution Account on behalf of the Employee shall constitute
the Employee's entire interest in the Plan, and such Employee shall not be
considered a Participant of the Plan for any other purpose until he or she
meets the eligibility requirements contained in Article II.

E. Catch-Up Contributions

Effective January 1, 2002, all Employees who are eligible to make
elective deferrals under this Plan and who have attained age 50 before the
close of the Plan Year shall be eligible to make catch-up contributions in
accordance with, and subject to the limitations of,

Section 414(v) of the Code. Such catch-up contributions shall not be taken into
account for purposes of the provisions of the Plan implementing the required
limitations of Sections 402(g) and 415 of the Code. The Plan shall not be
treated as failing to satisfy the provisions of the Plan implementing the
requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of
the Code, as applicable, by reason of the making of such catch-up
contributions.

ARTICLE VI

Accounts and Allocations

A. Accounts

1. Each Participant shall have a Before-Tax Contributions
Account to which Before-Tax Contributions made on his behalf shall be
allocated.

2. Each Participant shall have an Employer Contributions Account
to which his share of Employer Contributions shall be allocated.

3. Each Participant shall have a Matching Contributions Account
to which his share of Matching Contributions shall be allocated.

4. An Alternate Payee under a Qualified Domestic Relations Order
shall have an account established with his/her share of the Participant's
account as provided under the Qualified Domestic Relations Order.

5. Each applicable Participant shall have a Qualified Employer
Deferral Contributions Account to which Qualified Employer Deferral
Contributions made on his behalf shall be allocated.

B. Allocation of Contributions

1. Before-Tax Contributions made on behalf of each Participant
shall be paid by each Employer to the Trustee as soon as practical after the
end of every pay period and allocated to such Participant's Before-Tax
Contribution Account.

2. The Employer Contribution for such Plan Year shall be
allocated as soon as practicable after receipt to the Employer Contributions
Account of all Participants who, for such Plan Year:

(a) were actively employed by the Employer on the last
day of such Plan Year;

(b) were actively employed during such Plan Year, but

(i) retired on or after their Normal Retirement
Dates;

(ii) retired on or after their Early Retirement
Dates with 20 Years of Service;

(iii) died;

(iv) incurred a Disability, or

(v) terminated employment because of either

(I) the closing of an entire store,
plant, facility, or warehouse, or

(II) the elimination of a complete
shift, or department, in a store, plant, facility or warehouse.

The Employer Contribution shall be allocated to each Participant eligible for a
contribution in the ratio of such Participant's Compensation from his Employer
during the Plan Year bears to the total Compensation during such Plan Year of
all Participants of his Employer eligible to share in such contribution.

3. The Matching Contribution shall be allocated to the Matching
Contribution Account of each Participant equal to 50% of the Before-Tax
Contribution made on his behalf.

C. Allocation of Forfeitures

1. Forfeitures of Employer Contributions for each Plan Year
shall be aggregated and, regardless of whether their particular Employer makes
Employer Contributions in a Plan Year, all Participants who otherwise would
have been eligible to receive an allocation of Employer Contributions shall
receive an allocation of forfeitures. In a Plan Year in which no Employer
Contributions are made to the Plan, forfeitures will be allocated to
Participants who otherwise would have been eligible to receive an allocation of
Employer Contributions. Such forfeitures occurring during any Plan Year shall
be allocated to the Employer Account of each Participant eligible for an
Employer Contribution pursuant to paragraph 2, Section B of Article VI.

2. Forfeitures from Matching Contribution Accounts of a Member
occurring during any Plan Year shall be used to reduce future Matching
Contributions from the Employer of that Member.

D. Valuation of Accounts

As of each Valuation Date, the Administrative Committee, with the
assistance of the Trustee, shall allocate earnings and losses to each Member's
accounts pursuant to Section C of Article VII.

E. Limitations on Allocations

1. If a Participant's Annual Defined Contribution Additions in
any Limitation Year exceeds the lesser of:

(a) $30,000 or

(b) 25 percent of the Limitation Compensation of the
Participant for such Limitation Year;

then such additional sum shall be reduced to an amount not in excess of the
above limitations by making the adjustments with respect to such Limitation
Year, to the extent necessary.

2. If in any Limitation Year a Participant's Annual Addition
exceeds the limitation determined under paragraph 1 of this Section, such
excess shall not be allocated to his accounts in any Defined Contribution Plan
but shall be handled in the following manner and order until such excess is
eliminated--

(a) his portion of the allocation of Matching
Contributions or any part thereof shall be placed in a suspense account and
used to reduce contributions by his Employer for the next following Limitation
Year;

(b) his portion of the allocation of Before-Tax
Contributions or any part thereof shall be refunded to him;

(c) his portion of the allocation of Employer
Contributions or any part thereof shall be allocated to the Employer
Contributions Accounts of other Participants who are not initially affected by
the limitation determined under paragraph 1 above until the limitations of this
section are reached with respect to each Participant; and

(d) if, after such allocation, such excess is still not
thereby completely eliminated, the amount of such excess shall be placed in a
suspense account (with earnings on such amount) which shall be allocated in the
next Limitation Year until the limitations of this section are reached, and in
each subsequent Limitation Year until no amount of such excess remains
unallocated; such excess unallocated amount shall be released from the suspense
account on a first-in-first-out basis.

All allocations under this paragraph shall be made on the basis
described in this Article either for the current Limitation Year or, if
applicable, for the Limitation Year in which such amount is released from the
suspense account.

The above reductions shall be applied to this Plan first, and
thereafter to any other Defined Contribution Plan.

3. With respect to Plan Years commencing before June 29, 2000,
in addition to the limitations of paragraph 1 of this Section, if a Participant
has participated in any Defined Benefit Plan at any time and the sum of the
Participant's defined benefit fraction (determined pursuant to IRC
ss. 415(e)(2)) and defined contribution fraction (determined pursuant to IRC
ss. 415(e)(3)) would exceed 1.0, then the reductions provided in such Defined
Benefit Plan shall be made. For purposes of this paragraph, "1.0" shall be
substituted for "1.25" in IRC ▇▇.▇▇. 415(e)(2)(b) and (3)(B) for purposes of
determining the Participant's defined benefit fraction and defined contribution
fraction, respectively.

F. Limitation on Matching Contributions

1. Effective July 1, 1987, the Average Contribution Percentage
for Eligible Participants who are Highly Compensated Employees for the Plan
Year shall not exceed the Average Contribution Percentage for Eligible
Participants who are Non-Highly Compensated Employees for the prior Plan Year
multiplied by

(a) 1.25; or

(b) 2, provided that the Average Contribution Percentage
for Eligible Participants who are Highly Compensated Employees does not exceed
the Average Contribution Percentage for Eligible Participants who are
Non-Highly Compensated Employees for the prior Plan Year by more than two (2)
percentage points or such lesser amount as the Secretary of the Treasury shall
prescribe to prevent the multiple use of this alternative limitation with
respect to any Highly Compensated Employee.

2. If one or more Highly Compensated Employees participate in
both a cash or deferred arrangement and a plan subject to the Average
Contribution Percentage test maintained by the Employer and the sum of the
Average Deferral Percentage and the Actual Contribution Percentage of those
Highly Compensated Employees subject to either or both tests exceeds the
Aggregate Limit, then the Average Contribution Percentage of those Highly
Compensated Employees who also participate in a cash or deferred arrangement
shall be reduced (beginning with such Highly Compensated Employee to whom the
amount of contributions by, or on behalf of, is the highest) so that the limit
is not exceeded. The amount by which each Highly Compensated Employee's
Contribution Percentage amount is reduced shall be treated as an excess
aggregate contribution. The Average Deferral Percentage and the Average
Contribution Percentage of the Highly Compensated Employees shall be determined
after any corrections required to meet the Average Actual Deferral Percentage
and the Average Contribution Percentage tests. Multiple use does not occur if
either the Average Actual Deferral Percentage or Average Contribution
Percentage of the Highly Compensated Employees does not exceed 1.25 multiplied
by the Average Actual Deferral Percentage and Average Contribution Percentage
of the Non-Highly Compensated Employees for the prior Plan Year.

3. For purposes of this Section F, the Contribution Percentage
for any Eligible Participant who is a Highly Compensated Employee for the Plan
Year and who is eligible to receive Matching Contributions allocated to his
account under two or more plans described in IRC ss. 401(a) that are maintained
by a Controlled Group Member shall be determined as if all such contributions
were made under each plan. If a Highly Compensated Employee participates in two
or more cash or deferred arrangements that have different plan years, all cash
or deferred arrangements ending with or within the same calendar year shall be
treated as a single arrangement.

4. In the event that this Plan satisfies the requirements of IRC
▇▇.▇▇. 401(m), 401(a) or 410(b) only if aggregated with one or more other plans,
or if one or more other plans satisfy the requirements of such IRC sections only
if aggregated with this Plan, then this Section F shall be applied by
determining the Contribution Percentages of Eligible Participants as if such
plans were a single plan. For plan years beginning after

December 1, 1989, plans may be aggregated in order to satisfy IRC ss. 401(m)
only if they have the same plan year.

5. For purposes of determining the Contribution Percentage test,
Matching Contributions will be considered made for a Plan Year if made no later
than the end of the 12-month period beginning on the day after the close of the
Plan Year.

6. The Employer shall maintain records sufficient to demonstrate
satisfaction of the Average Contribution Percentage test and the amount of
Employer Matching Contributions used in such test.

7. For purposes of this Section F, "Aggregate Limit" shall mean
the sum of (i) 125 percent of the greater of the Average Deferral Percentage of
the Non-Highly Compensated Employees for the Plan Year or the Average
Contribution Percentage of Non-Highly Compensated Employees under the Plan
subject to IRC ss. 401(m) for the Plan Year beginning with or within the Plan
Year of the cash or deferred arrangement, and (ii) the lesser of 200% or two
plus the lesser of such Average Deferral Percentage or Average Contribution
Percentage. "Lesser" shall be substituted for "greater" in "(i)" above, and
"greater" substituted for "lesser" after "two plus the" in "(ii)" if it would
result in a larger Aggregate Limit.

8. The determination and treatment of the Contribution
Percentage of any Participant shall satisfy such other requirements as may be
prescribed by the Secretary of the Treasury.

9. Notwithstanding any other provision of the Plan, Excess
Aggregate Contributions, plus any income and minus any loss allocable thereto
shall be forfeited. For purposes of this Section F, "Excess Aggregate
Contributions" shall mean, with respect to any Plan Year, the excess of (i) the
aggregate contribution percentage amounts taken into account and computing the
numerator of the contribution percentage actually made on behalf of the Highly
Compensated Employees for such Plan Year, over (ii) the maximum contribution
percentage amounts permitted by the Average Contribution Percentage Test
(determined by reducing contributions made on behalf of Highly Compensated
Employees in order of their deferral amounts beginning with the Highly
Compensated Employee who deferred the most into the Plan). Reductions to comply
with the limitations under this Section shall be done in the manner established
by the Administrative Committee.

G. Limitation on Before-Tax Contributions

1. Effective July 1, 1987, the Average Actual Deferral
Percentage for Eligible Elective Participants who are Highly Compensated
Employees for the Plan Year shall not exceed the Average Actual Deferral
Percentage for Eligible Elective Participants who are Non-Highly Compensated
Employees for the prior Plan Year multiplied by:

(a) 1.25; or

(b) 2, provided that the Average Actual Deferral
Percentage for Eligible Elective Participants who are Highly Compensated
Employees does not exceed the

Average Actual Deferral Percentage for Eligible Elective Participants who are
Non-Highly Compensated Employees by more than two percentage points or such
lesser amount as the Secretary of the Treasury shall prescribe to prevent the
multiple use of this alternative limitation with respect to Highly Compensated
Employees. If a Highly Compensated Employee participates in two or more cash or
deferred arrangements that have different plan years, all cash or deferred
arrangements ending with or within the same calendar years shall be treated as
a single arrangement.

2. In the event that this Plan satisfies the requirements of IRC
▇▇.▇▇. 401(k), 401(a)(4) or 410(b) only if aggregated with one or more other
plans, or if one or more other plans satisfy the requirements of such IRC
sections only if aggregated with this Plan, then this Section shall be applied
by determining the Average Actual Deferral Percentage of Employees as if all
such plans were a single plan. For Plan Years beginning after December 31, 1989,
plans may be aggregated in order to satisfy IRC ss. 401(k) only if they have the
same Plan Year.

3. For purposes of this Section G, the Actual Deferral
Percentage for any Eligible Participant who is a Highly Compensated Employee
for the Plan Year and who is eligible to have Before-Tax Contributions or
Qualified Employer Deferral Contributions allocated to his account under two or
more plans or arrangements described in IRC ss. 401(k) that are maintained by a
Controlled Group Member shall be determined as if all such Before-Tax
Contributions and Qualified Employer Deferral Contribution were made under a
single arrangement.

4. For purposes of determining the Average Actual Deferral
Percentage test, Before-Tax Contributions and Qualified Employer Deferral
Contributions must be made before the last day of the twelve-month period
immediately following the Plan Year to which such contributions relate.

5. The Employer shall maintain records sufficient to demonstrate
satisfaction of the Average Actual Deferral Percentage test and the amount of
Before-Tax Contributions or Qualified Employer Deferral Contributions, or both,
used in such test.

6. The determination and treatment of the Before-Tax
Contributions, Qualified Employer Deferral Contributions and Actual Deferral
Percentage of any Participant shall satisfy such other requirements as may be
prescribed by the Secretary of the Treasury.

7. To the extent necessary to conform to the limitation of this
Section, the Administrative Committee shall reduce the Before-Tax Contributions
of each Highly Compensated Employee who has deferred the highest amount until
either (a) the total reductions equal the required aggregate reduction
necessary to satisfy the limitations of this Section or (b) the reduced amount
of Before-Tax Contributions for the affected Highly Compensated Employee equals
the amount of Before-Tax Contributions of those Highly Compensated Employees
with the next highest dollar amount of Before-Tax Contributions. This process
shall continue until the limits of this Section are met.

8. Notwithstanding any other provision of the Plan, "excess
contributions", plus any income and minus any loss allocable thereto, shall be
distributed no later than the last

day of each Plan Year to Participants to whose accounts such excess
contributions were allocated for the preceding Plan Year. If such excess
amounts are distributed more than two and one-half months after the last day of
the Plan Year in which such excess amounts arose, a ten percent (10%) excise
tax will be imposed on the Employer. Such distributions shall be made to Highly
Compensated Employees on the basis of the respective portions of the excess
contributions attributable to each of such Employees. Excess contributions
(including the amounts re-characterized) shall be treated as Annual Additions.

Excess contributions shall be adjusted for any income or loss
up to the date of distribution. The income or loss allocable to excess
contributions is the sum of:

(a) income or loss allocable to the Participant's
Before-Tax Contributions Account (and, if applicable, the Qualified Employer
Deferral Contribution account) for the Plan Year multiplied by a fraction, the
numerator of which is such Participant's excess contributions for the year, and
the denominator is the Participant's account balance attributable to Before-Tax
Contributions (and Qualified Employer Deferral Contributions if such
contributions are included in the Average Actual Deferral Percentage test)
without regard to any income or loss occurring during such Plan Year; and

(b) ten percent (10%) of the amount determined under (a)
and multiplied by the number of whole calendar months between the end of the
Plan Year and the date of distribution, counting the month of distribution if
distribution occurs after the fifteenth day of such month.

Excess contributions shall be distributed from the
Participant's Before-Tax Contribution Account in proportion to the
Participant's Before-Tax Contributions for the Plan Year. Excess contributions
shall be distributed from the Participant's Qualified Employer Deferral
Contribution account only to the extent that such excess contributions exceed
the balance in the Participant's Before-Tax Contributions account. For purposes
of this Section G, "excess contributions" shall mean, with respect to any Plan
Year, the excess of: (a) the aggregate amount of Employer Contributions
actually taken into account in computing the Average Actual Deferral Percentage
of Highly Compensated Employees for such Plan Year, over (b) the maximum amount
of such contributions permitted by the Average Actual Deferral Percentage test
(determined by reducing contributions made on behalf of Highly Compensated
Employees in order of the Average Actual Deferral Percentages, beginning with
the highest of such percentages).

ARTICLE VII

Investment Fund

A. Investment Fund

The Fund shall consist of the funds in the Investment Fund, in each of
which funds each Member who has any interest therein shall have an undivided
proportionate interest. Each Member's undivided proportionate interest in each
fund in the Investment Fund shall be measured by the ratio that the portion of
his Benefit Account invested in such fund bears to the total portions of all
Benefit Accounts of all Members invested in such fund as of the date that such
interest is being determined.

1. Investment Elections and Transfers

(a) Each Participant may elect to have the Employer
Contributions made on his behalf invested in funds in the Investment Fund from
time to time selected and provided by the Administrative Committee. Such
Election shall be made by each Participant in the manner determined by the
Administrative Committee upon becoming a Participant and may be changed as
determined by the Administrative Committee by uniform rules from time to time
adopted. In the event that a Participant elects to change the proportion of
future Employer Contributions, the existing assets in his Employer
Contributions Account may also be transferred as of that same date so as to be
allocated among the Investment Funds in the same proportion as future Employer
Contributions are to be allocated or may remain as previously allocated
according to the Member's instructions.

(b) Each Participant may make a separate election in the
same manner as described above which will apply to his combined Matching and
Before-Tax Contributions.

2. Transfer of Assets

The Administrative Committee shall direct the Trustee to
transfer moneys or other property from the appropriate Investment Fund to
another Investment Fund as may be necessary to carry out the aggregate transfer
transactions after the Administrative Committee has caused the necessary
entries to be made in the Participant's Benefit Accounts in the Investment
Funds and has reconciled offsetting transfer elections, in accordance with
uniform rules therefor established by the Administrative Committee.

B. Valuation and Allocation of Expenses

As of each Valuation Date, the Trustee shall determine the fair market
value of the Trust Fund after first deducting any expenses which have not been
paid by the Employers. Unless paid by the Employers, and subject to such
limitations as may be imposed by ERISA or other applicable law, all costs and
expenses incurred in connection with the general administration of the Plan and
the Trust shall be chargeable to the Trust Fund.

C. Allocation of Earnings and Losses

As of each Valuation Date, the Administrative Committee, with the
assistance of the Trustee, before crediting the Benefit Accounts with
Contributions and Forfeitures for that Fiscal Year, shall (a) allocate the net
earnings and gains or losses of the Investment Fund since the preceding
Valuation Date to each Member's Benefit Accounts in the same proportion that
the market value of his account in such fund bears to the total market value of
all Member's Benefit Accounts in such fund. For purposes of this section, the
Administrative Committee shall adopt uniform rules which conform to applicable
law and generally accepted accounting practices.

ARTICLE VIII

Fiduciaries

A. Named Fiduciaries

The Administrative Committee shall be the Named Fiduciary of the Plan
with authority to control and manage the operation and administration of the
Plan, to manage and control Plan assets and to select the Trustee, the
Investment Funds and the Investment Manager. The Administrative Committee shall
also be the "Administrator" and the "Plan Administrator" with respect to the
Plan, as those terms are defined in ERISA ss. 3(16)(A) and in IRC ss. 414(g),
respectively.

B. Employment of Advisors

A Named Fiduciary, and any fiduciary named by a Named Fiduciary, may
employ one or more persons to render advice with regard to any responsibility
of such Named Fiduciary or fiduciary under the Plan.

C. Multiple Fiduciary Capacities

Any Named Fiduciary and any other fiduciary may serve in more than one
fiduciary capacity with respect to the Plan.

D. Indemnification

To the extent not prohibited by state or federal law, the Company and
Affiliates shall indemnify and save harmless any Named Fiduciary or any
employee or director of the Company or an Affiliate, from all claims for
liability, loss or damage (including payment of expenses in connection with
defense against any such claim) which result from any exercise or failure to
exercise any responsibilities with respect to the Plan, other than willful
misconduct or willful failure to act.

ARTICLE IX

Plan Administration

A. The Administrative Committee

1. The Board shall appoint a committee to be known as the
"Administrative Committee" whose members shall serve at the pleasure of the
Board. The Administrative Committee shall be composed of not less than three,
nor more than seven, persons (the majority of whom shall be Participants).

2. All of the reasonable expenses of the Administrative
Committee shall be paid from the Trust unless paid by an Employer. Directors or
Employees of the Company or an Affiliate shall receive no compensation for
their services rendered to or as members of the Administrative Committee if
such directors or Employees receive compensation as full time Employees or
directors of the Company or an Affiliate. Any other member of the
Administrative Committee may receive compensation for services as a member, to
be paid from the Trust to the extent not paid by the Employers.

3. The Administrative Committee shall act by a majority of its
members at the time in office who are eligible to vote on any particular
matter, and such action may be taken either by a vote at a meeting or
alternatively, by unanimous written consent. The Administrative Committee may
authorize in writing any person to execute any document or documents on its
behalf, and any interested person, upon receipt of notice of such authorization
directed to it, may thereafter accept and rely upon any document executed by
such authorized person until the Administrative Committee shall deliver to such
interested person a written revocation of such authorization.

4. A member of the Administrative Committee who is also a
Participant shall not vote or act upon any matter relating specifically to
himself.

▇. ▇▇▇▇▇▇, Duties, etc. of the Administrative Committee

1. The Administrative Committee shall have the power and
discretion to construe the Plan and to determine all questions of fact that may
arise thereunder, and any such construction or determination shall be
conclusively binding upon all persons interested in the Plan. The
Administrative Committee shall establish and carry out a funding policy and
method consistent with the objectives of the Plan and the requirements of
ERISA.

2. Subject to the terms of the Plan, the Administrative
Committee shall determine the time and manner in which all elections authorized
by the Plan shall be made or revoked.

3. All applications of the Funds for purposes of payment of
benefits or expenses of the Plan shall be made by the Trustee only at the
direction of the Administrative Committee.

4. The Administrative Committee shall have power to make and
deal with any investment of the Trust in any manner consistent with the Plan
which it deems advisable.

5. The Administrative Committee shall have all the rights,
powers, duties and obligations granted or imposed upon it elsewhere in the
Plan.

6. The Administrative Committee shall exercise all of its
responsibilities hereunder in a uniform and nondiscriminatory manner.

C. Investment Managers

The Administrative Committee may, by an instrument in writing, appoint
one or more persons (each of whom is hereinafter referred to as an "Investment
Manager"), as adviser to the Administrative Committee in respect of investment
and may, subject to any restrictions upon investment imposed upon the
Administrative Committee by any regulation of the Treasury Department relating
to the qualified status of the Trust as tax exempt, or by ERISA, delegate to an
Investment Manager from time to time the power to manage, acquire and dispose
of or to direct the Trustee to manage, acquire and dispose of any Plan assets.
Each person so appointed shall be an investment adviser registered under the
Investment Advisers Act of 1940, a bank as defined in that Act, or an insurance
company qualified to manage, acquire, or dispose of any asset of the Plan under
the laws of more than one state. Each Investment Manager shall acknowledge in
writing that it is a fiduciary with respect to the Plan. Such appointment and
delegation shall be upon such terms and conditions as the Administrative
Committee shall approve, and the Administrative Committee may enter into an
agreement with each Investment Manager specifying the duties and compensation
of such Investment Manager and the other terms and conditions under which such
Investment Manager shall be retained. The Administrative Committee shall not be
liable for any act or omission of any Investment Manager, and shall not be
liable for following the advice of any Investment Manager, with respect to any
duties delegated to any Investment Manager. The Administrative Committee may,
at any time, terminate the appointment of any Investment Manager.

D. The Trustee

The Administrative Committee shall, by an instrument in writing,
appoint one or more persons (each of whom is hereinafter referred to as a
"Trustee") to serve as trustee of all or a portion of the Trust. Each Trustee
shall be subject to direction by the Administrative Committee or an Investment
Manager and shall have no discretion with respect to management and control of
Plan assets, except to the extent that the instrument appointing such Trustee
provides that such Trustee shall have power to manage and control Plan assets.
Each Trustee shall accept its appointment by an instrument in writing. The
Administrative Committee shall enter into an agreement with each Trustee
specifying the duties and compensation of such Trustee and the other terms and
conditions under

which such Trustee shall serve. The Administrative Committee shall not be
liable for any act or omission of any Trustee with respect to any duties
delegated to any Trustee.

E. Compensation

Each Investment Manager and Trustee shall be paid such reasonable
compensation, in addition to their expenses, as shall from time to time be
agreed upon by the Administrative Committee and each Investment Manager or
Trustee, as the case may be. No individual who receives compensation as a
full-time employee of the Company or an Affiliate may receive compensation,
other than reimbursement for reasonable expenses, as an Investment Manager or
Trustee.

F. Investment in Qualifying Employer Property

All or any portion of the Trust may be held in the form of qualifying
employer real property and qualifying employer securities as those terms are
defined in ERISA ss. 407(d)(4) and ss. 407(d)(5), respectively.

G. Delegation of Responsibility

The Administrative Committee may designate persons, including persons
other than Named Fiduciaries, to carry out the responsibilities of the
Administrative Committee provided for hereunder. The Administrative Committee
shall not be liable for any act or omission of a person so designated. To the
extent of any such delegation, the delegate shall have the duties, powers,
authority and discretion of the Administrative Committee.

H. Claims Procedure

1. If any claim for benefits under the Plan is wholly or
partially denied, the claimant shall be given notice in writing within a
reasonable period of time after receipt of the claim by the Plan (not to exceed
90 days after receipt of the claim, or if special circumstances require an
extension of time, written notice of the extension shall be furnished to the
claimant and an additional 90 days will be considered reasonable) by registered
or certified mail of such denial, written in a manner calculated to be
understood by the claimant, setting forth the following information:

(a) the specific reasons for such denial;

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

(c) a description of any additional material or
information necessary for the claimant to perfect the claim and an explanation
of why such material or information is necessary; and

(d) an explanation of the Plan's claim review procedure.

2. The claimant also shall be advised that he or his duly
authorized representative may request a review by the Plan Administrator of the
decision denying the claim by filing with the Plan Administrator, within 60
days after such notice has been received by the claimant, a written request for
such review, and that he may review pertinent documents, and submit issues and
comments in writing within the same 60-day period. If such request is so filed,
such review shall be made by the Plan Administrator within 60 days after
receipt of such request, unless special circumstances require an extension of
time for processing, in which case the claimant shall be so notified and a
decision shall be rendered as soon as possible, but not later than 120 days
after receipt of the request for review.

3. The claimant shall be given written notice of the decision
resulting from such review, which notice shall include specific reasons for the
decision, written in a manner calculated to be understood by the claimant, and
specific references to the pertinent Plan provisions on which the decision is
based.

ARTICLE X

Amendment

The Board shall have the right at any time to amend the Plan in whole
or in part, by an instrument in writing, effective retroactively or otherwise,
provided, however, that no amendment shall:

1. authorize any part of the Trust to be used for, or diverted
to, purposes other than for the exclusive benefit of Participants or their
Beneficiaries (excepting only such amounts as may revert to or become the
property of the Company or a Participating Affiliate as provided in Section A
of Article XII hereof);

2. decrease the accrued benefits of any Participant or his
Beneficiary under the Plan (excepting only such amounts as may revert to or
become the property of the Company or a Participating Affiliate as provided in
Section A of Article XII hereof);

3. reduce the vesting percentage of any Participant;

4. change the vesting schedule, unless each Participant having
not less than three Years of Service is permitted to elect, within a reasonable
period specified by the Administrative Committee after the adoption of such
amendment, to have his vesting percentage computed without regard to such
amendment; or

5. eliminate an optional form of benefit within the meaning of
IRC ss. 411(d)(6) with respect to benefits which have already accrued.

Notwithstanding anything in this Plan to the contrary, the CEO of the
Company shall have the authority to grant pre-employment credited service for
vesting and eligibility purposes under the Plan to new employees of the Company
or any affiliate of the Company employed in connection with an acquisition of
one or more stores for service accrued by such acquired employees while
employed by the seller of such store or stores by providing prior written
notice to the Administrative Committee.

ARTICLE XI

Discontinuance of Contributions
and Termination of the Plan

A. Right of the Company to Terminate the Plan or Discontinue
Contributions

The Company has established the Plan as a permanent plan with the bona
fide intention and expectation that from year to year it will be able to and
will deem it advisable to continue it in effect and to make contributions as
herein provided. However, the Company, acting through its Board, reserves the
right to terminate the Plan by an instrument in writing approved under the
Company's Articles or Bylaws or under state law governing the Plan delivered to
the Administrative Committee.

B. Determination of Date of Complete or Partial Termination or Complete
Discontinuance of Contributions

The date of complete or partial termination of the Plan, or complete
discontinuance of contributions under the Plan, shall be established by the
Administrative Committee in accordance with the directions of the Board (if
then in existence) and in accordance with applicable law.

C. Effect of Complete or Partial Termination or Complete Discontinuance
of Contributions

1. As of the date of partial termination of the Plan:

(a) the accrued benefit of each affected Participant
shall be nonforfeitable; and

(b) no further contributions or allocations of
forfeitures shall be made after such date with respect to each affected
Participant.

2. As of the date of complete termination of the Plan, or the
complete discontinuance of contributions under the Plan:

(a) the accrued benefit of each Participant who is
employed on the date of such complete termination of the Plan or such complete
discontinuance of contributions under the Plan shall be nonforfeitable;

(b) no further contributions or allocations of
forfeitures shall be made after such date; and

3. All of the other provisions of the Plan shall remain in
effect unless amended.

ARTICLE XII

Miscellaneous Provisions

A. Exclusive Benefit of Participants

All contributions made by an Employer are conditional upon
qualification of the Plan under IRC ss. 401(a) and upon deductibility under IRC
ss. 404.

Notwithstanding anything in the Plan to the contrary, it shall be
prohibited at any time for any part of the Fund (other than such part as is
required to pay taxes and administration expenses) to be used for, or diverted
to, purposes other than for the exclusive benefit of the Participants or their
Beneficiaries, except that upon the direction of the Administrative Committee
(a) any contribution made by an Employer by a mistake of fact shall be returned
to an Employer within one year after the payment of the contribution; (b) any
contribution shall be returned to the Employer within one year after the denial
of initial qualification of the Plan under IRC ss. 401(a), if the application
for initial qualification determination is filed by the due date of the
Employer's return for the taxable year in which the Plan is adopted; (c) any
contribution shall be returned to the extent disallowed as a deduction under
IRC ss. 404 within one year after the disallowance of the deduction; and (d) any
contribution which would otherwise be an excess contribution (as defined in IRC
ss. 4979(c)) may be returned to the extent necessary as a correcting
distribution to avoid payment of an excise tax on such excess contributions.

B. Plan Not a Contract of Employment

The Plan is not a contract of employment, and the terms of Employment
of any Employee shall not be affected in any way by the Plan or related
instruments except as specifically provided therein.

C. Source of Benefits

Benefits under the Plan shall be paid or provided for solely from the
Trust, and the Employers assume no liability therefor.

D. Benefits Not Assignable

Benefits provided under the Plan may not be assigned or alienated
except (1) to the extent provided in a Qualified Domestic Relations Order and
except upon withdrawal pursuant to Section J of Article III hereof, (2) to
reduce the benefit of a Participant who has breached his fiduciary duty to, or
committed criminal acts against, the Plan, or as otherwise provided by
regulations or rulings issued by the Treasury Department.

E. Benefits Payable to Minors, Incompetents and Others

In the event any benefit is payable to a minor or an incompetent or to
a person otherwise under a legal disability, or who, in the sole discretion of
the Administrative Committee, is by reason of advanced age, illness or other
physical or mental incapacity incapable of handling and disposing of his
property, or otherwise is in such position or condition that the Administrative
Committee believes that he could not utilize the benefit for his support or
welfare, the Administrative Committee shall have discretion to apply the whole
or any part of such benefit directly to the care, comfort, maintenance,
support, education or use of such person, or pay the whole or any part of such
benefit to the parent of such person, the guardian, committee, conservator or
other legal representative, wherever appointed, of such person, the person with
whom such person is residing, or to any other person having the care and
control of such person. The receipt by any such person to whom any such payment
on behalf of any Participant or Beneficiary is made shall be a sufficient
discharge therefor.

F. Merger

The merger or consolidation of the Company with any other person, or
the transfer of the assets of the Company to any other person, or the merger of
the Plan with any other plan shall not constitute a termination of the Plan.

The Plan may not merge or consolidate with, or transfer any assets or
liabilities to, any other plan, unless each Participant would (if the Plan then
terminated) receive a benefit immediately after the merger, consolidation or
transfer which is equal to or greater than the benefit he would have been
entitled to receive immediately before the merger, consolidation or transfer
(if the Plan had then terminated).

G. Participation in the Plan by an Affiliate

1. By appropriate corporate action, any Affiliate may adopt the
Plan. Such Affiliate shall determine the classes of its Employees who shall be
Eligible Employees.

2. By appropriate corporate action, a Participating Affiliate
may terminate its participation in the Plan and at any time may re-determine
which classes of its Employees shall be Eligible Employees.

3. By appropriate corporation action, a Participating Affiliate
may withdraw from the Plan and the Trust. Such withdrawal shall be deemed an
adoption by such Participating Affiliate of a plan and trust identical to the
Plan and the Trust, except that all references to the Company shall be deemed
to refer to such Participating Affiliate. At such time and in such manner as
the Company directs, the assets of the Trust allocable to Employees of such
Participating Affiliate shall be transferred to the Trust deemed adopted by
such Participating Affiliate.

4. A Participating Affiliate shall have no power with respect to
the Plan except as specifically provided herein.

H. Expenses

All expenses of the Plan and the Trust shall be paid from the Trust
unless paid by an Employer.

I. Benefits Under Other Plans

The benefits of a Participant who terminates participation under other
plans shall be determined under the provisions of such plans, whichever is
applicable.

J. Controlling Law

The Plan is intended to qualify under IRC " 401(a) and comply with
ERISA and its terms shall be interpreted accordingly. Otherwise, the laws of
the State of Florida shall control the interpretation and performance of the
terms of the Plan.

K. No Age Limit

A Participant will not be excluded from participation under the Plan
on account of the attainment of a specified age, other than by reason of
attaining age 21, nor will benefit accruals or allocations to a Participant's
account be reduced or discontinued on account of attainment of a specified age.

L. Uniformed Services Employment and Re-Employment Rights Act

Notwithstanding any provision of this Plan to the contrary,
contributions, benefits, and service credit with respect to qualified military
service will be provided in accordance with IRC ss. 414(u).

ARTICLE XIII

Top-Heavy Provisions

This Article shall become effective in any Plan Year in which the Plan
is considered to be a Top-Heavy Plan as determined in Section A of this
Article.

A. Determination of Top-Heavy Status

1. The Plan will be considered a Top-Heavy Plan for any Plan
Year if as of the Valuation Date which is on the Determination Date, the
aggregate of the accounts of Key Employees under the Plan exceeds 60 percent of
the aggregate of the accounts for all Participants unless the Plan is part of a
required or permissive aggregation group which is not top heavy.

2. The Plan will be considered a Top-Heavy Plan for the Plan
Year if on the Determination Date the Plan is part of a required aggregation
group and the required aggregation group is top heavy.

3. For purposes of this Article, required aggregation group
means each plan of the company and affiliates in which a Key Employee is a
Participant and each other plan of the company and affiliates which enables any
plan, in which a Key Employee participates, to meet the requirements of IRC
▇▇.▇▇. 401(a)(4) or 410.

4. For purposes of this Article, permissive aggregation group
consists of plans of the company that are required to be aggregated and one or
more other plans that satisfy the requirements of IRC ▇▇.▇▇. 401(a)(4) and 410
when considered together with the required aggregate group.

5. For purposes of this Article, if a Participant has not
received any compensation from the Employer or any Affiliate maintaining the
Plan at any time during the five-year period ending on the Determination Date,
the account balance of such Participant shall not be considered.

6. For purposes of this Article, the amount of the account of
any Participant shall be increased by the aggregate distributions made with
respect to such Participant under the Plan during the five-year period ending
on the Determination Date. This shall include distributions under any
terminated plan, which, if it had not been terminated, would have been required
to be included in an aggregation group.

7. If any Participant is a non-Key Employee for any Plan Year,
but such Participant was a Key Employee for any prior Plan Year, such
Participant's account balance shall not be taken into account for purposes of
determining top-heavy status under this Article.

8. For purposes of this Article, Key Employee is determined
pursuant to IRC ss. 416(i).

9. Solely for determining if the Plan will be considered a
Top-Heavy Plan, the aggregate of the accounts of the non-Key Employees shall be
determined under (a) the method, if any, that uniformly applies for accrual
purposes under all plans maintained by the Company and Affiliates, or (b) if
there is not such method, as if such benefit accrued not more rapidly than the
slowest accrual rate permitted under the functional accrual rate of IRC ss.
411(b)(1)(C).

B. Minimum Benefits

For each Plan Year in which the Plan is top heavy, each non-Key
Employee Participant eligible for a contribution or other non-Key Employees
required to be included pursuant to IRC ss. 416(c)(2), shall receive a minimum
contribution (including forfeitures) of the lesser of 3% of Compensation or the
highest percent contributed under the Plan for any Key Employee for such Plan
Year. Non-Key Employees who are eligible to be Participants but are not because
they did not make Regular Contributions shall receive the minimum contribution
in any Plan Year in which one is required under this Article. Account balances
attributable to required minimum contributions under this Article shall not be
forfeited due to the withdrawal of a non-Key Employee of his Regular
Contributions. Neither Before-Tax Contributions nor Matching Contributions may
be taken into account for the purpose of satisfying the minimum contribution
requirements of this Section B."

C. Maximum Compensation

For any Plan Year in which the Plan is top heavy, the compensation
limitation of IRC ss. 416(d) shall apply. Compensation for this purpose is the
same as defined under IRC ss. 415.

D. Minimum Vesting

1. For any Plan Year in which the Plan is top heavy, the
following vesting schedule shall be applied to the extent such schedule
provides a higher vesting percentage than the vesting schedule under Section A
of Article IV:

Completed Years Vesting
of Service Percentage
--------------- ----------

1 or less 0%
2 20%
3 40%
4 60%
5 80%
6 100%

2. For any Plan Year in which the Plan is not top heavy after a
Plan Year in which the Plan is top heavy, the vesting schedule under Section A
of Article IV shall apply;

provided, however, that the vesting percent of a Participant shall never be
lower than the percent obtained under this Schedule during a Top-Heavy Year and
a Participant with at least three years of Vesting Service during a Top-Heavy
Plan Year shall have the Vesting Schedule of this Section apply.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed in its name by its proper officers and its corporate seal to be hereto
affixed effective as of October 10, 2001.

▇▇▇▇-▇▇▇▇▇ STORES, INC.

By:
----------------------------------------
Its President

Attest:
------------------------------------
Its Assistant Secretary

(CORPORATE SEAL)

AMENDMENT NO. 1 TO THE WINN-DIXIE STORES, INC. PROFIT SHARING/401(k) PLAN (as amended and restated January 30, 2002)

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