SHOPKO STORES INC
2002 AMENDED SENIOR OFFICERS DEFERRED COMPENSATION
<DOCUMENT>
<TYPE>EX-10.1
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<FILENAME>c73593exv10w1.txt
<DESCRIPTION>2002 AMENDED SENIOR OFFICERS DEFERRED COMPENSATION
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                                                                    EXHIBIT 10.1


                                      2002

                            AMENDMENT AND RESTATEMENT
                                     OF THE


                               SHOPKO STORES, INC.

                   SENIOR OFFICERS DEFERRED COMPENSATION PLAN


                      ORIGINALLY EFFECTIVE FEBRUARY 1, 1992

                 AMENDED AND RESTATED EFFECTIVE, AUGUST 21, 2002

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                                TABLE OF CONTENTS

<Table>

<S>             <C>                                                            <C>
Section  1.     Establishment and Purpose.......................................1
         1.1    Establishment...................................................1
         1.2    Purpose.........................................................1
Section  2.     Definitions.....................................................1
         2.1    Definitions.....................................................1
         2.2    Gender and Number...............................................6
Section  3.     Eligibility and Participation...................................6
Section  4.     Election to Defer...............................................6
         4.1    Deferrals.......................................................6
         4.2    Procedures......................................................6
         4.3    Maximum and Minimum Deferrals...................................7
         4.4    Election to Defer Irrevocable...................................7
         4.5    Retirement Benefit Plan Equivalents.............................7
         4.6    Early Distribution Deferrals....................................8
Section  5.     Accounts........................................................8
         5.1    Establishment and Crediting of Account..........................8
         5.2    Compensation Deferrals..........................................8
         5.3    Investment Elections............................................8
         5.4    Crediting Rate..................................................8
         5.5    Contractual Obligation..........................................9
         5.6    Charges Against and Balance of Accounts.........................9
         5.7    Statement of Accounts...........................................9
Section  6.     Payment of Benefits.............................................9
         6.1    Retirement Benefits.............................................9
         6.2    Benefits for Employees Upon Other Termination of Employment....10
         6.3    Benefits Following a Change of Control.........................10
         6.4    Survivorship Benefits..........................................10
         6.4.1  Death Prior to Retirement......................................10
         6.4.2  Death After Commencement of Benefits...........................10
         6.5    Small Account Exception........................................10
         6.6    Recipients of Payments; Designation of Beneficiary.............11
         6.7    Financial Emergency............................................11
         6.8    Pre-Retirement Benefits........................................12
         6.9    Unscheduled Withdrawals........................................12
Section  7.     Forfeiture.....................................................12
Section  8.     Non-Transferability............................................13
Section  9.     Administration.................................................13
         9.1    Administration.................................................13
         9.2    Finality of Determination......................................13
         9.3    Claims Procedure...............................................13
         9.3.1  Original Claim.................................................13
         9.3.2  Claim Review Procedure.........................................14
         9.3.3  General Rules..................................................15
         9.4    Expenses.......................................................16
</Table>

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<Table>

<S>             <C>                                                            <C>
         9.5    Tax Withholding................................................16
Section  10.    Amendment and Termination......................................16
Section  11.    Applicable Law.................................................17
Section  12.    No Vested Rights...............................................17
Section  13.    Binding Agreement..............................................17
Section  14.    Notice.........................................................17
Section  15.    Errors in Benefit Statement or Distribution....................17
Section  16.    ERISA..........................................................18
</Table>



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                               SHOPKO STORES, INC.
                   SENIOR OFFICERS DEFERRED COMPENSATION PLAN


SECTION 1. ESTABLISHMENT AND PURPOSE

1.1 ESTABLISHMENT
ShopKo Stores, Inc., a Wisconsin corporation (hereinafter called the "Company"),
hereby establishes this amended and restated deferred compensation plan for
certain of its executive employees known as the SHOPKO STORES, INC. SENIOR
OFFICERS DEFERRED COMPENSATION PLAN (hereinafter called the "Plan"), originally
effective February 1, 1992 and amended and restated effective August 21, 2002.


1.2 PURPOSE
The purpose of the plan is (i) to attract high quality executives by providing a
means whereby amounts payable by the Company to executive employees may be
deferred to a future period, (ii) to motivate such executive employees to
continue to make contributions to the growth and profits of the Company and
(iii) to provide such executive employees certain benefits as hereinafter
described upon retirement, death, or other termination of employment.


SECTION 2. DEFINITIONS

2.1 DEFINITIONS
Whenever used hereinafter, the following terms shall have the meaning set forth
below:

         (a)  "Account" means the account or accounts established for a
              Particular Participant pursuant to Section 5 of the Plan.

         (b)  "Administrator" means the person or persons appointed by the
              Retirement Committee of the Company to administer the Plan
              pursuant to Section 9 of the Plan.

         (c)  "Age" means the age of the person as of his last birth date.

         (d)  "Annual Bonus" means payments made from time to time by the
              Company to certain Employees pursuant to the Company's (i)
              Executive Incentive Plan, (ii) Long-Term Incentive Plan (cash
              portion only), (iii) Executive Incentive Award Growth Program, and
              (iv) any other bonus plans of the Company or any Subsidiary
              designated by the Retirement Committee as an "Annual Bonus" for
              purposes of this Plan.

         (e)  "Base Salary" means the salary, commissions, and other similar
              amounts payable by the Company which would have been reported on
              Treasury Form


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              W-2 (or any comparable successor form) if the Employee had not
              entered into a Deferred Compensation Election Form, but excluding
              expense reimbursement, moving expense payments, third-party sick
              pay, imputed income (from excess life insurance premiums,
              automobile use premiums or any other source), non-qualified stock
              options, disqualifying dispositions of stock acquired pursuant to
              the exercise of incentive stock options, stock appreciation
              rights, severance settlements and similar items of remuneration.

         (f)  "Beneficiary" means the person designated by a Participant
              pursuant to Section 6.6 hereof.

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

         (h)  "Change of Control" means any of the following events:

                  (1) the acquisition by an individual, entity or group (within
         the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
         Act of 1934, as amended (the "Exchange Act") (a "Person") of beneficial
         ownership (within the meaning of Rule 13d-3 promulgated under the
         Exchange Act) of 20% or more of either (i) the then outstanding shares
         of Common Stock of the Company (the "Outstanding Company Common Stock")
         or (ii) the combined voting power of the then outstanding voting
         securities of the Company entitled to vote generally in the election of
         directors (the "Outstanding Company Voting Securities"); provided,
         however, that for purposes of this subsection (1), the following
         acquisitions shall not constitute a Change of Control: (i) any
         acquisition directly from the Company, (ii) any acquisition by the
         Company, (iii) any acquisition by any employee benefit plan (or related
         trust) sponsored or maintained by the Company or any corporation
         controlled by the Company, (iv) any acquisition by any corporation
         pursuant to a transaction which complies with clauses (i) and (ii) of
         subsection (3) below, or (v) any acquisition of 20% or more but less
         than a majority of either the Outstanding Company Common Stock or the
         Outstanding Company Voting Securities by any individual, entity or
         group if at least a majority of the members of the Board of Directors
         of the Company were members of the Incumbent Board, as defined below,
         at the time of such acquisition; or

                  (2) individuals who, as of the date hereof, constitute the
         Board (the "Incumbent Board") cease for any reason to constitute at
         least a majority of the Board; provided, however, that any individual
         becoming a director subsequent to the date hereof whose election, or
         nomination for election by the Company's shareholders, was approved by
         a vote of at least a majority of the directors then constituting the
         Incumbent Board shall be considered as though such individual were a
         member of the Incumbent Board, but excluding, for this purpose, any
         such individual whose initial assumption of office occurs as a result
         of an actual or threatened election contest with respect to the
         election or removal of directors or


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         other actual or threatened solicitation of proxies or consents by or on
         behalf of a person other than the Board; or

                  (3) consummation of a reorganization, merger or consolidation
         or sale or other disposition of all or substantially all of the assets
         of the Company for which approval of the shareholders of the Company is
         required (a "Business Combination"), in each case, unless, immediately
         following such Business Combination, (i) all or substantially all of
         the individuals and entities who were the beneficial owners,
         respectively, of the Outstanding Company Common Stock and Outstanding
         Company Voting Securities immediately prior to such Business
         Combination beneficially own, directly or indirectly, more than 50% of,
         respectively, the then outstanding shares of common stock and the
         combined voting power of the then outstanding voting securities
         entitled to vote generally in the election of directors, as the case
         may be, of the corporation resulting from such Business Combination
         (including, without limitation, a corporation which as a result of such
         transaction owns the Company or all or substantially all of the
         Company's assets either directly or through one or more subsidiaries)
         in substantially the same proportions as their ownership, immediately
         prior to such Business Combination of the Outstanding Company Common
         Stock and Outstanding Company Voting Securities, as the case may be and
         (ii) at least a majority of the members of the Board of Directors of
         the corporation resulting from such Business Combination were members
         of the Incumbent Board at the time of the execution of the initial
         agreement, or of the action of the Board, providing for such Business
         Combination; or

                  (4) approval by the shareholders of the Company of a complete
         liquidation or dissolution of the Company.

         (i)  "Chief Executive Officer" means the chief executive officer of the
              Company or the person who regularly performs the duties normally
              associated with such office on behalf of the Company.

         (j)  "Company" means SHOPKO STORES, INC., a Wisconsin corporation, and
              any subsidiary thereof.

         (k)  "Compensation" means Base Salary and Annual Bonus.

         (l)  "Crediting Rate" means the notional gains and losses credited on a
              Participant's Account balance based on such Participant's choice
              among investment alternatives made available by the Administrator
              pursuant to Section 5.4 of the Plan.

         (m)  "Deferred Compensation Election Form" means a written agreement
              between a Participant and the Company whereby the Participant
              agrees to defer a portion of his Compensation and the Company
              agrees to make benefit payments all in accordance with the terms
              and conditions of the Plan. The


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              Deferred Compensation Election Form may take the form of an
              electronic communication followed by appropriate written
              confirmation as determined by the Administrator.

         (n)  "Director" means an individual who is a member of the Board and
              who is not an Employee of the Company.


         (o)  "Early Retirement Date" means the first day of the month following
              the month in which the employee reaches age 55 and has completed
              ten (10) or more years of service with the Company.

         (p)  "Effective Date" means February 1, 1992.

         (q)  "Employee" means an officer or vice president of the Company or
              any Subsidiary, branch or subdivision thereof or such other
              management level employee, as may be designated by the Retirement
              Committee to be eligible to Participate in the Plan, who (i) is
              employed in a recognized executive administrative or professional
              capacity and (ii) has significant management responsibilities or
              is highly compensated, and (iii) is compensated therefor in a
              combination of guaranteed base compensation plus periodic
              additions of variable amounts derived from sources including, but
              not limited to, an Annual Bonus, other incentive bonus awards, and
              commissions.

         (r)  "ERISA" means the Employment Retirement Income Security Act of
              1974, as amended.

         (s)  "Normal Retirement Date" means the first day of the month
              following the month in which the employee reaches age 62, has
              completed ten (10) or more years of service with the Company or
              if, earlier, the first day of the month following the month in
              which the Employee reaches age 65.

         (t)  "Participant" means those eligible Employees who have elected to
              participate in the Plan by filing a Deferred Compensation Election
              Form hereunder.

         (u)  "Plan Year" means the calendar year.

         (v)  "Qualified Plans" means any retirement plans sponsored by the
              Company in which Participants in this Plan also participate, which
              plans, and any trusts funding such plans, meet the qualification
              requirements of Sections 401(a) and 501 (a) of the Internal
              Revenue Code.

         (w)  "Retirement" means Termination of Employment after reaching the
              Early Retirement Date or Normal Retirement Date.


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         (x)  "Retirement Benefit" means the retirement benefit described in
              Section 6.1 hereof.

         (y)  "Retirement Committee" means the SHOPKO STORES, INC. Retirement
              Committee appointed by the Board for the purpose of performing
              certain administrative functions with respect to the employee
              benefit plans of the Company, including the Plan.

         (z)  "Settlement Date" means the date by which a lump sum payment shall
              be made or the date by which installment payments shall commence
              pursuant to Section 6. Unless otherwise specified, the Settlement
              Date shall be the later of (i) the last day of January of the Plan
              Year following the year in which the event triggering distribution
              occurs or (ii) ninety (90) days following such event. In the case
              of death, the event triggering payout shall be deemed to occur
              upon the date the Administrator is provided with the documentation
              reasonably necessary to establish the fact of the Participant's
              death.

         (aa) "Statutory Limitations" shall mean any statutory or regulatory
              limitations on salary reduction (other than applicable dollar
              limit under Section 402(g)(1) of the Internal Revenue Code) or
              matching contributions to a Qualified Plan, or on compensation
              taken into account in calculating employer or employee
              contributions to a Qualified Plan. The impact of such limits on
              the Participant for purposes of this Plan shall be determined by
              the Administrator based upon reasonable estimates and shall be
              final and binding as of the date any credit is credited to a
              Participant's Account pursuant to Section 4.5. No subsequent
              adjustments shall be made to increase such a credit under this
              Plan as a result of any adjustments ultimately required under any
              Qualified Plan due to actual employee contributions or other
              factors.

         (bb) "Subsidiary" means any corporation, limited liability company or
              other business entity, the majority of the voting stock of which
              is directly or indirectly owned by the Company.

         (cc) "Termination of Employment" means ceasing to be employed by the
              Company for any reason whatsoever, including, without limitation,
              terminations of employment which are voluntary or involuntary.

         (dd) "Unscheduled Withdrawal" means a distribution from a Participant's
              Account other than by reason of Retirement pursuant to Section
              6.1; termination of employment for reasons other than death, or
              Retirement pursuant to Section 6.2; upon a Change of Control
              pursuant to Section 6.3; death pursuant to Section 6.4; or in
              accordance with an election to receive pre-retirement benefits
              pursuant to Sections 4.6 and 6.8.


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         (ee) "Valuation Date" means the date through which notional earnings
              and losses are credited and shall be the last day of the month
              preceding the month in which the distribution or other basis for
              valuation occurs.

2.2.     GENDER AND NUMBER
Except when otherwise indicated by the context, any masculine terminology, when
used in the Plan, shall also include the feminine gender and the definition or
use of any term herein in the singular shall also include the plural.


SECTION 3.  ELIGIBILITY FOR PARTICIPATION

Officers, vice presidents and other employees designated by the Retirement
Committee shall be eligible to participate in the Plan. Employees eligible to
become Participants after the first Plan Year shall be entitled to defer
Compensation hereunder as of the first day of the Plan Year following their
selection; provided they submit a Deferred Compensation Election Form to the
Administrator in accordance with Section 4.1 of the Plan. Notwithstanding the
foregoing, the Retirement Committee may establish a special enrollment period
for certain Employees hired during a Plan Year. A participant shall cease to be
a Participant upon Termination of Employment. The Retirement Committee, in its
sole and absolute discretion shall make such rules concerning leaves of
absences, re-employment and other matters concerning eligibility for
Participation hereunder as it deems to be in the best interests of the Company.


SECTION 4.  ELECTION TO DEFER

4.1  DEFERRALS
Any Employee eligible to become a Participant may elect to defer Compensation,
otherwise payable in subsequent Plan Years, by submitting a Deferred
Compensation Election Form to the Administrator during the enrollment period
established by the Administrator prior to the beginning of the period during
which the Compensation is earned; provided, however, the Retirement Committee
may establish a special enrollment period for certain Employees hired during a
Plan Year to allow such Employees to defer Compensation payable during the Plan
Year during which the Participant is hired, for pay periods beginning after the
date of the deferral election.

4.2  PROCEDURES
A participant shall make the election provided for in Section 4.1 hereof by
executing a Deferred Compensation Election Form in the form provided by the
Administrator, subject to such terms and conditions as the Retirement Committee
may impose, including, but not limited to, medical examinations, health
screening, medical records reviews, etc. The Deferred Compensation Election Form
shall set forth the Participant's election to defer any whole percentage of
Compensation earned by the Participant during the Plan Year in accordance with
Section 4.3. A Participant shall only be entitled to defer Compensation in the
amounts and for the periods determined, from time to time, in the sole and
absolute


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discretion of the Retirement Committee. A Deferred Compensation Election Form
shall be effective if, and only if, it is timely accepted by the Administrator
on behalf of the Company. If accepted by the Administrator, the Compensation to
be deferred, as specified in the Deferred Compensation Election Form, shall be
deferred and the Participant's Compensation shall be correspondingly reduced.


4.3  MAXIMUM AND MINIMUM DEFERRALS
The following maximum and minimum deferrals of Compensation shall apply to the
amount to be deferred by any Participant, provided, however, that the Retirement
Committee may from time to time, in its sole and absolute discretion, adjust the
maximum and minimum deferrals permitted hereunder:

                (i)     Minimum Deferral - one percent (1%) of Base Salary or
                        one percent (1%) of Annual Bonus, whichever is less;

                (ii)    Maximum Deferral- (a) forty percent (40%) of Base Salary
                        in the Plan Year in which deferrals pursuant to the
                        Participant's Deferred Compensation Election are first
                        effective, and (b) one hundred percent (100%) of any
                        bonus paid under any Bonus Plan.

4.4  ELECTION TO DEFER IRREVOCABLE
Except as provided in this Plan or by action of the Retirement Committee as
provided herein, a Participant's election to defer any amounts of any nature
whatsoever pursuant to the Plan shall be irrevocable when made and accepted by
the Administrator and shall not be subject to amendment or modification in any
manner whatsoever thereafter. Notwithstanding the foregoing, the Retirement
Committee, in its sole and absolute discretion, may allow a Participant, who
either (i) expects to retire or terminate employment in the near future but who
has not yet retired or terminated employment with the Company for any reason
whatsoever, or (ii) has received a promotion and corresponding Compensation
increase of significant magnitude, to increase the deferral percentage for
amounts not yet earned. Any such change concerning Compensation to be deferred
hereunder shall be subject to such terms and conditions as the Retirement
Committee may impose, in its sole and absolute discretion.

4.5  RETIREMENT BENEFIT PLAN EQUIVALENTS
The Company, in its sole discretion, may choose to credit a Participant's
Account for any Plan Year in which the Participant makes a deferral under this
Plan to make up amounts that would have been provided to the Participant under
the Qualified Plans had the Participant made no elective deferral under this
Plan and without regard for Statutory Limitations. Such credit will be credited
to the Participant's Account on the first day of the Plan Year following the
Plan Year for which the contribution was or would have been made under the
Qualified Plans.


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<PAGE>


4.6  EARLY DISTRIBUTION DEFERRALS
At the time of submitting a Deferred Compensation Election Form, a Participant
may make an irrevocable election to create a Scheduled Withdrawal Account which
will be paid out at an earlier time than Retirement as provided in Section 6
hereunder; provided, however, that the deferral period shall in no case be less
than three (3) years from the first day of the initial Plan Year to which the
Deferred Compensation Election Form applies; provided, further, that the payment
of the Scheduled Withdrawal Account shall be in one lump sum, and, once paid,
the Participant shall be entitled to no further benefits with respect to such
Scheduled Withdrawal Account.


SECTION 5. ACCOUNTS

5.1  ESTABLISHMENT AND CREDITING OF ACCOUNT
The Company shall establish a separate Account on its books with respect to each
Participant and shall credit to such Account certain amounts in accordance with
the provisions of the Plan. Accounts shall be deemed to be credited with
notional gains or losses as provided in Section 5.4 from the date deferral is
credited to the Account through the Valuation Date.

5.2  COMPENSATION DEFERRALS
The Compensation that is deferred pursuant to a Participant's Deferred
Compensation Election Form shall be credited to a Participant's Account as of
the date the Participant would have otherwise received the Compensation. The
Company shall be entitled to deduct from the Participant's Compensation which is
subject to a Deferred Compensation Election Form any amount it is required to
withhold or collect under any federal, state or local law for taxes or other
charges, including, without limitation, Social Security (F.I.C.A.) taxes.

5.3  INVESTMENT ELECTIONS
The Administrator shall establish a procedure by which a Participant may elect
among investment alternatives or rates made available by the Administrator and
by which the Participant may change investment elections at least quarterly. The
Participant's choice among investments shall be solely for purposes of
calculating the Crediting Rate. If the Participant fails to elect an investment
election, the Crediting Rate shall be based on the investment alternative which
is a money market fund or alternative most similar to a money market fund. At no
time shall the Company be obligated to set aside or invest funds as directed by
the Participant and, if the Company elects to invest funds as directed by the
Participant, the Participant shall have no more right to such investments than
any other unsecured general creditor.

5.4  CREDITING RATE
The Crediting Rate on amounts in a Participant's Account shall be based on the
Participant's investment election pursuant to Section 5.3. A Participant's
Account shall reflect the investments selected by the Participant. If an
investment on which the Crediting Rate is based sustains a loss, the
Participant's Account shall be reduced to


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<PAGE>


reflect such loss. During installment distributions, a Participant's Account
shall continue to be credited at the Crediting Rate.

5.5  CONTRACTUAL OBLIGATION
It is intended that the Company is under a contractual obligation to make
payments in accordance with terms and conditions of the Plan. A Participant
shall have no rights to such payments, other than as a general, unsecured
creditor of the Company. Account balances shall not be financed through a trust
fund or any other assets or properties in which a Participant has any interest
whatsoever. Payments from such Accounts shall be made out of the general funds
of the Company. All such Accounts shall be utilized solely as a device for the
measurement and determination of the amounts to be paid to a Participant
pursuant to the Plan. Such Accounts shall not constitute or be treated as a
trust fund or an interest in any specific assets or properties of the Company of
any sort.

5.6  CHARGES AGAINST AND BALANCE OF ACCOUNTS
Each Participant's Account, as of each Valuation Date, shall consist of the
balance of such Account as of the immediately preceding Valuation Date, plus
deferrals credited to the Account since the immediately preceding Valuation
Date, plus the amount to be credited to such Account by the Company based on the
Crediting Rate pursuant to Section 5.4 hereof (taking into account the timing of
any contribution or distribution), less the amount of all distributions, if any,
made from such Account since the immediately preceding Valuation Date.

5.7  STATEMENT OF ACCOUNTS
The Administrator, shall from time to time, at least quarterly, provide to each
Participant a statement in such form as the Retirement Committee deems desirable
setting forth the Participant's Accounts as of the end of the prior period.


SECTION 6.  PAYMENT OF BENEFITS

6.1  RETIREMENT BENEFITS
In the event of the Participant's Retirement, the Participant shall be entitled
to receive an amount equal to the total balance of the Participant's Account
credited with notional earnings as provided in Section 5 through the Valuation
Date. The Participant may elect to receive benefits in a lump sum or in annual
installments over 3, 5, 10 or 15 years. If the Participant fails to make a
timely election, the benefits shall be paid over fifteen (15) years. Payments
shall begin on the Settlement Date following Retirement unless the Participant
has made a timely election to have payments begin on any one of the first five
(5) anniversaries of such date but in no event later than the Settlement Date
following the date the Participant attains age seventy (70). An election to
change the form of benefit payout may be made at any time prior to Retirement by
submitting to the Administrator the form provided for such purpose but elections
shall not be effective unless made no less than thirteen (13) calendar months
prior to Retirement.


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<PAGE>


6.2    BENEFITS FOR EMPLOYEES UPON OTHER TERMINATIONS OF EMPLOYMENT
In the event of the Participant's Termination of Employment other than by reason
of Retirement or death the Participant shall be entitled to receive an amount
equal to the total balance of the Participant's Account credited with notional
earnings as provided in Section 5 through the Valuation Date. The Participant
may elect to receive benefits in a lump sum or annual installments over 3, 5,
10, or 15 years. If the Participant fails to make a timely election, the
benefits shall be paid in a single lump sum. Payments shall begin on the
Settlement Date following Termination of Employment unless the Participant has
made a timely election to have the payments begin on the Settlement Date
following the Participant's Retirement Eligibility Date. An election to change
the form of benefit payout may be made at any time prior to Termination of
Employment by submitting to the Administrator the form provided for such purpose
but elections shall not be effective unless made no less than thirteen (13)
calendar months prior to Termination of Employment.

6.3    BENEFITS FOLLOWING A CHANGE OF CONTROL
A new Participant may make an irrevocable election with respect to all future
deferral Accounts on the Participant's first Deferred Compensation Election
Form, to receive the full amount in his Account credited with notional earnings
as provided in Section 5 through the Valuation Date in the event of a Change of
Control prior to Termination of Employment. Such benefit shall be payable in a
lump sum no later than the last day of the month following the month in which
such Change of Control occurs, unless the Participant has elected in the
Deferred Compensation Election Form to have such benefit paid in five (5) annual
installments beginning on such date.

6.4    SURVIVORSHIP BENEFITS

6.4.1  DEATH PRIOR TO RETIREMENT
If a Participant dies prior to receiving any benefits due hereunder, the Company
shall pay to the Participant's Beneficiary a benefit equal to the Participant's
Account at death credited with notional earnings as provided in Section 5,
payable in one lump sum as soon as possible after the Retirement Committee
receives a certified copy of the Participant's death certificate. Payment of the
benefit under this Section 6.4.1 shall relieve the company of any further
obligation to pay benefits under the Plan.

6.4.2  DEATH AFTER COMMENCEMENT OF BENEFITS
If a participant dies after payments pursuant to this Section 6 have commenced
hereunder, but prior to receiving all of the scheduled annual payments, the
Company shall pay the remaining annual payments to the Participant's
Beneficiary.

6.5    SMALL ACCOUNT EXCEPTION
Notwithstanding any other provision of the Plan or a Participant's Deferred
Compensation Election Form the Administrator, taking into account the expense
and inconvenience of administering the Plan with respect to small Accounts as
set forth herein, may, in its sole discretion, elect to distribute a
Participant's benefits in a lump


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<PAGE>


sum. This Section 6.5 shall only apply to small Accounts which shall mean all
Accounts with a balance of $25,000 or less at the time benefits payable pursuant
to this Section 6 would otherwise commence. In addition, if the installments
payable under this Section 6 would be less than $3,000 per year, the
Administrator, in its sole discretion, may shorten the period over which the
installment payments are made.

6.6   RECIPIENTS OF PAYMENTS; DESIGNATION OF BENEFICIARY
All payments to be made by the Company shall be made to the Participant, if
living. Except as otherwise provided herein, in the event of a Participant's
death prior to the receipt of all benefit payments, all subsequent payments to
be made under the Plan shall be to the Beneficiary of the Participant in
accordance with a Participant's designation of Beneficiary. Unless otherwise
specified in the Participant's Beneficiary designation, in the event a
Beneficiary dies before receiving all payments due to such Beneficiary pursuant
to this Plan, the then remaining payment shall be paid to the legal
representatives of the Beneficiary's estate. The Participant shall designate a
Beneficiary, or during his lifetime change such designation, by filing a written
notice of such designation with the Administrator in such form and subject to
such rules and regulations as the Administrator may prescribe. If the
Participant's Compensation constitutes community property, then any Beneficiary
designation made by the Participant other than a designation of such
Participant's spouse shall not be effective if any such Beneficiary or
beneficiaries are to receive more than fifty percent (50%) of the aggregate
benefits payable hereunder, unless such spouse shall approve such designation in
writing. If no designation shall be in effect at the time when any benefits
payable under this Plan shall become due, the Beneficiary shall be the legal
representatives of the Participant's estate. In the event a benefit is payable
to a minor or person declared incompetent or to a person incapable of handling
the disposition of his property, the Retirement Committee may determine to pay
such benefit to the guardian, legal representative or person having the care or
custody of such minor, incompetent or person. The Retirement Committee may
require proof of incompetence, minority or guardianship as it may deem
appropriate prior to distribution of the benefit. Such distribution shall
completely discharge the Retirement Committee and the Company from all liability
with respect to such benefit.

6.7   FINANCIAL EMERGENCY
In the event of a Participant's unforeseeable emergency, the Retirement
Committee, in its sole and absolute discretion, may alter the timing or manner
of payment of any benefits or deferred amounts to be paid pursuant to the Plan
or release the Participant from the obligation of making deferrals. For purposes
of this section, an unforeseeable emergency shall mean a severe financial
hardship to the Participant resulting from a sudden and unexpected illness or
accident of the Participant or of a dependent of the Participant, loss of the
Participant's property due to a casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant. Any early payment of benefits or withdrawal of deferred amounts
due to an unforeseeable emergency shall be limited to the amount necessary to
meet such emergency. The Retirement Committee's decision in passing upon severe
financial hardship of the Participant and the manner in which, if at all, the
payment or deferral of


                                       11
<PAGE>


any amounts pursuant to the Plan shall be altered or modified shall be final,
conclusive and not subject to appeal. The Participant shall have no right to
make up any amount distributed or transferred as a result of a determination of
financial emergency by the Retirement Committee pursuant to this Section 6.7.

6.8  PRE-RETIREMENT BENEFITS
In the event that Participant has made the election provided for in Section 4.6
to receive amounts prior to Retirement, such pre-retirement benefits shall be
paid in accordance with such election. The calculation of the amount of such
pre-retirement benefit shall be made in accordance with the terms and conditions
of the Plan, including, without limitation, Section 5 hereof.

6.9   UNSCHEDULED WITHDRAWALS
A Participant may give written notice to the Retirement Committee that the
Participant wants to receive an Unscheduled Withdrawal of all or any portion of
the amount credited to the Participant's Account. If the Participant requests an
Unscheduled Withdrawal (a "Withdrawal Notice"), he will forfeit 10% of the
Unscheduled Withdrawal to the Company. All Unscheduled Withdrawals are subject
to the following restrictions: (a) only one Unscheduled Withdrawal can be made
from the Participant's Account in any Plan Year; (b) the minimum withdrawal
shall be 25% of the balance of the Participant's Account on the date the
withdrawal is made; (c) an election to withdraw 75% or more of the Account
balance shall be deemed to be an election to withdraw the entire Account
balance. In the case of a Participant who gives a Withdrawal Notice, the
Participant may not defer additional amounts into the Participant's Account
until the first anniversary of the Unscheduled Withdrawal. If the Participant
has a Deferred Compensation Election Form in effect when he gives a Withdrawal
Notice, the Deferred Compensation Election Form shall be deemed amended to
comply with the provisions of this Section 6.9. In addition, nothing shall
prevent a Participant from filing a new Deferred Compensation Election Form
while he is locked out from making further deferrals under this Section 6.9,
except deferrals under such Deferred Compensation Election Form shall not begin
until the lock-out period ends. The Company shall pay the full amount of an
Unscheduled Withdrawal less the ten percent (10%) the Participant must forfeit
within sixty (60) days after the Retirement Committee receives the request.

Notwithstanding anything contained in this Plan to the contrary, the Retirement
Committee may suspend Unscheduled Withdrawals to Participants in the Plan at any
time if the Committee believes that doing so is consistent with the Committee's
fiduciary duty to the Company.


SECTION 7.  FORFEITURE

In the event of a Participant's suicide during the first two (2) years after the
filing of any Deferred Compensation Election Form the Retirement Committee, in
its sole and absolute discretion, may terminate all or any part of a
Participant's (or Beneficiary's) right to receive any benefits whatsoever
hereunder, provided, however, that the Beneficiary of such a Participant shall
be entitled to receive at least an amount equal to


                                       12
<PAGE>


that portion of the Participant's Account which has in fact been deferred
pursuant to the Plan, without increase, growth addition or any other amount,
payable in such manner as the Retirement Committee, in its sole and absolute
discretion shall determine.

In the event a Participant (i) makes any material misstatement of information in
connection with any Deferred Compensation Election Form (ii) fails to disclose
to the Company or its agents any material item of his personal or medical
history (including, but not limited to, habits of drug, chemical or tobacco
use), (iii) takes any other action (or fails to take any action), which action
(or failure to act) results in a loss to the Company under the Plan, then the
Retirement Committee, in its sole and absolute discretion, may terminate all or
any part of a Participant's (or Beneficiary's) right to receive any benefits
whatsoever hereunder.


SECTION 8.  NON-TRANSFERABILITY

In no event shall the Company make any payment under the Plan to any assignee or
creditor of a Participant or a Beneficiary. Prior to the time of payment
hereunder, a Participant or Beneficiary shall have no rights by way of
anticipation or otherwise to assign or otherwise dispose of any interest under
the Plan nor shall such rights be assigned or transferred by operation of law.

SECTION 9.  ADMINISTRATION

9.1      ADMINISTRATION
This Plan shall be administered by the Retirement Committee and the
Administrator. The Retirement Committee may from time to time establish rules
for the administration of the Plan that are not inconsistent with the provisions
of the Plan.

9.2      FINALITY OF DETERMINATION
Except as otherwise provided herein, any interpretation or determination by the
Retirement Committee as to any disputed questions arising under the Plan,
including questions of fact or questions of construction and interpretation,
shall be final, binding and conclusive upon all persons, subject only to a
determination otherwise by the Board.

9.3      CLAIMS PROCEDURE
If any Participant, Beneficiary or other properly interested party is in
disagreement with any determination that has been made under the Plan, a claim
may be presented, but only in accordance with the procedures set forth herein.

9.3.1    ORIGINAL CLAIM
Any Participant, Beneficiary or other properly interested party may, if he so
desires, file with the Retirement Committee a written claim for benefits or a
determination under the Plan. Within ninety (90) days after the filing of such a
claim, the Retirement Committee shall notify the claimant in writing whether his
claim is upheld or denied in whole or in part or shall furnish the claimant a
written notice describing specific special


                                       13
<PAGE>


circumstances requiring a specified amount of additional time (but not more than
one hundred eighty (180) days from the date the claim was filed) to reach a
decision on the claim. If the claim is denied in whole or in part, the
Retirement Committee shall state in writing:

                        (i)     the specific reason or reasons for the denial;

                        (ii)    the references to the pertinent provisions of
                                this Plan on which the denial is based;

                        (iii)   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

                        (iv)    an explanation of the claims review procedure
                                set forth in this section, including a statement
                                of the claimant's right to bring a civil action
                                under ERISA Section 502(a) following a denial on
                                review.

9.3.2    CLAIM REVIEW PROCEDURE
Within sixty (60) days after receipt of notice that his claim has been denied in
whole or in part, the claimant may file with the Retirement Committee a written
request for a review and may, in conjunction therewith, submit written comments,
documents, records and other information relating to the Claim. The claimant or
his authorized representative, shall be provided, upon request and free of
charge, reasonable access to, and copies of, all documents, records and other
information relevant to the claimant's claim. For purposes of this section, a
document, record or other information shall be considered "relevant" to a
claimant's claim if such document, record or other information (i) was relied
upon by the Retirement Committee in making its decision on the claim, (ii) was
submitted, considered or generated in the course of the Retirement Committee's
making its decision on the claim, without regard to whether the Retirement
Committee relied upon such document, record or other information in making its
decision, or (iii) complies with administrative processes and safegards which
are designed to insure and to verify that decisions on claims are made in
accordance with governing Plan documents, whose provisions are applied
consistently with respect to similarly situated claimants. The Retirement
Committee's review of the claimant's claim and of the Retirement Committee's
denial of such claim shall take into account all comments, documents, records,
and other information submitted by the claimant or his authorized representative
relating to the claim, without regard to whether such information was submitted
or considered in the initial decision on the claim. Within sixty (60) days after
the filing of such a request for review, the Retirement Committee shall notify
the claimant in writing whether, upon review, the claim was upheld or denied in
whole or in part or shall furnish the claimant a written notice describing
specific circumstances requiring a specified amount of additional time (but not
more than one hundred twenty (120) days from the date the request for review was
filed) to reach a decision on the request for review. In the case of a decision
on appeal upholding the Retirement Committee's initial denial of the claimant's
claim, such notice shall set forth, in a manner calculated to be understood by
the claimant, the following information:


                                       14
<PAGE>


                        (i)     the specific reason or reasons for the decisions
                                on appeal;

                        (ii)    references to the pertinent provisions of this
                                Plan on which the decision on appeal is based;

                        (iii)   a statement that the claimant is entitled to
                                receive, upon request and free of charge,
                                reasonable access to, and copies of, all
                                documents, records and other information
                                relevant to the claimant's claim for benefits;
                                and

                        (iv)    a statement of the claimaint's right to bring an
                                action under ERISA Section 502(a).

9.3.3  GENERAL RULES

                        (i)     No inquiry or question shall be deemed to be a
                                claim or a request for a review of a denied
                                claim unless made in accordance with the
                                foregoing claims procedure. The Retirement
                                Committee may require that any claim for
                                benefits and any request for a review of denied
                                claim be filed on forms to be furnished by the
                                Administrator upon request.

                        (ii)    All decisions on claims and on requests for a
                                review of denied claims shall be made by the
                                Retirement Committee. In accordance with Section
                                9.2 hereof, decisions of the Retirement
                                Committee shall be final, binding and conclusive
                                upon all persons.

                        (iii)   The Retirement Committee may, in its discretion,
                                hold one or more hearings on a claim or a
                                request for a review of a denied claim.

                        (iv)    Claimants may be represented by a lawyer or
                                other representative (at their own expense), but
                                the Retirement Committee reserves the right to
                                require the claimant to furnish written
                                authorization. A claimant's representative shall
                                be entitled to copies of all notices given to
                                the claimant.

                        (v)     The decision of the Retirement Committee on a
                                claim and on a request for a review of a denied
                                claim shall be served on the claimant in
                                writing. If a decision or notice is not received
                                by a claimant within the time specified, the
                                claim or request for a review of a denied claim
                                shall be deemed to have been denied.

                        (vi)    Prior to filing a claim or a request for a
                                review of a denied claim, the claimant or his
                                representative shall have a reasonable
                                opportunity to review a copy of this Plan and
                                all other pertinent documents in the possession
                                of the Company and the Retirement Committee.


                                       15
<PAGE>


                        (vii)   The Administrator and the individuals serving on
                                the Retirement Committee shall, except as
                                prohibited by law, be indemnified and held
                                harmless by the employer from any and all
                                liabilities, costs, and expenses (including
                                legal fees), to the extent not covered by
                                liability insurance arising out of any action
                                taken by any individual of this Committee with
                                respect to this plan, unless such liability
                                arises from the individual's own claim for his
                                or her own benefit, the proven gross negligence,
                                bad faith, or (if the individual had reasonable
                                cause to believe his or her conduct was
                                unlawful) the criminal conduct of such
                                individual. This indemnification shall continue
                                as to an individual who has ceased to be a
                                member of the Retirement Committee for the
                                employer and shall enure to the benefit of the
                                heirs, executors and administrators of such an
                                individual.

9.4      EXPENSES
The cost of payment from the Plan and the expense of administering the Plan
shall be borne by the Company.

9.5      TAX WITHHOLDING
The Company shall have the right to deduct from all payments to be made under
the Plan, any federal, state or local taxes or other charges required by law to
be withheld with respect to such payments.


SECTION 10.  AMENDMENT AND TERMINATION

The Company may at any time amend, modify, terminate or suspend, this Plan and
no Participant or any other person shall have any right, title, interest or
claim against the Company, its directors, officers or employees for any amounts,
except that (i) the Participant shall be fully vested in his Account hereunder
as of the date on which the Plan is terminated or suspended, (ii) no amendment
shall eliminate the crediting of an investment return on an Account prior to the
complete distribution thereof or provide for a distribution method which
accelerates the timing of distributions hereunder without the consent of a
Participant and (iii) subsequent to a Change of Control, unless a majority of
the holders of Account balances agree to the contrary, the Company or the
Administrator may not alter (a) the choice of investments in the Investment
Election as in effect immediately before the Change of Control and (b) the
payout options as in effect immediately before the Change of Control. Any such
amendment, modification or termination of the Plan may occur either (i) without
limitation, by resolution of the Board or (ii) in any respect that does not
materially increase the cost of the Plan to the Company, by action of the
Retirement Committee (with the written concurrence of the Chief Executive
Officer).


                                       16
<PAGE>


SECTION 11.  APPLICABLE LAW

The Plan shall be governed and construed in accordance with the laws of the
State of Wisconsin. The invalidity of any portion of the Plan shall not
invalidate the remainder hereof and said remainder shall continue in full force.
The captions and other titles herein are designed for convenience only and are
not to be resorted to for the purposes interpreting any provision of the Plan.
The waiver by the Company of any breach of any provision of the Plan shall not
operate or be construed as a waiver of any subsequent breach by that Participant
or any other Participant.

SECTION 12.  NO VESTED RIGHTS

The Plan and elections hereto shall not be deemed or construed to be a written
contract of employment between any Employee and the Company, nor shall any
provision of the Plan (i) restrict the right of the Company to discharge any
Employee or (ii) in any way whatsoever grant to any Employee the right to
receive any guaranteed base compensation, Annual Bonus, incentive bonus awards,
commissions, fees or any other payments of any nature whatsoever.

SECTION 13.  BINDING AGREEMENT

The provisions of the Plan shall be binding upon the Participant, his or her
heirs, personal representatives and beneficiaries, and subject to the rights
granted to amend or terminate the Plan, the provisions of the Plan shall also be
binding upon the Company, its successors and assigns.

SECTION 14.  NOTICE

Any notice or filing required or permitted to be given to the Company or a
Participant under this Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, in the case of the
Company, to the principal office of the Company, directed to the attention of
the Administrator, and in the case of a Participant, to the last known address
of such Participant indicated on the employment records of the Company. Such
notice shall be deemed given as of the date of delivery or, if delivery is made
by mail, as of the date shown on the postmark on the receipt for registration or
certification.

SECTION 15.  ERRORS IN BENEFIT STATEMENT OR DISTRIBUTION

In the event an error is made in a benefit statement, such error shall be
corrected on the next benefit statement following the date such error is
discovered. In the event of an error in a distribution, the Participant's
Account shall, immediately upon discovery of such error, be adjusted to reflect
such under or overpayment and, if possible, the next distribution shall be
increased or decreased to correct such prior error. If the remaining balance of
a Participant's Account is insufficient to cover an erroneous overpayment, the


                                       17
<PAGE>


Company, may, at its discretion, offset other amount payable to the Participant
from the Company (including but not limited to salary, bonuses, expense
reimbursements, severance benefits or other employee compensation benefit
arrangements, as allowed by law) to recoup the amount of such overpayment.

SECTION 16.  ERISA

The Plan is intended to be an unfunded plan maintained primarily to provide
deferred compensation benefits for a select group of "management or highly
compensated employees" within the meaning of Sections 201, 301, and 401 of ERISA
and, therefore, exempt from Parts 2, 3 and 4 of Title I of ERISA.

The Company has caused this amendment and restatement of the Plan to be adopted
and approved by the Board as of the date hereof.

IN WITNESS WHEREOF, the Company has caused this amended and restated Plan to be
executed this 21st day of August, 2002.


SHOPKO STORES, INC.


By
  ---------------------------------
Its Interim Chief Executive Officer


Adopted by the Board of Directors:  August 21, 2002.



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</DOCUMENT>
