SHOPKO STORES INC
FORM OF RESTRICTED STOCK AGREEMENT
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<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>c88090exv10w3.txt
<DESCRIPTION>FORM OF RESTRICTED STOCK AGREEMENT
<TEXT>
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Exhibit 10.3

                           RESTRICTED STOCK AGREEMENT

      THIS AGREEMENT, entered into as of the Agreement Date (as defined in
paragraph 1), by and between the Participant and ShopKo Stores, Inc. (the
"Company");

                                WITNESSETH THAT:

      WHEREAS, the Company maintains the ShopKo Stores, Inc. 2004 Stock
Incentive Plan (the "Plan"), which is incorporated into and forms a part of this
Agreement, and the Participant has been selected by the committee administering
the Plan (the "Committee") to receive a Restricted Stock Award under the Plan;

      NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Participant, as follows:

      1. Terms of Award. The following terms used in this Agreement shall have
the meanings set forth in this paragraph 1:

a.    The "Participant" is _____________________.

b.    The "Agreement Date" is ____________________.

c.    The "Restricted Period" is the period beginning on the Agreement Date and
      ending on _____________. Notwithstanding anything to contrary, this
      vesting period must comply with the restrictions set forth in Section 4.2
      of the Plan.

d.    The number of shares of "Restricted Stock" awarded under this Agreement
      shall be _______ shares.

Other capitalized terms used in this Agreement are defined in paragraph 6 or
elsewhere in this Agreement.

      2. Award. The Participant is hereby granted the number of shares of
Restricted Stock set forth in paragraph 1.

      3. Dividends and Voting Rights. The Participant shall be entitled to
receive any dividends paid with respect to shares of Restricted Stock that
become payable during the Restricted Period; provided, however, that a dividend
shall not be payable to or for the benefit of the Participant if the record date
for such dividend occurs prior to the Agreement Date or on or after the date, if
any, on which the Participant shall have forfeited the Restricted Stock. The
Participant shall be entitled to vote the shares of Restricted Stock during the
Restricted Period to the same extent as would have been applicable to the
Participant if the Participant was then vested in the shares; provided, however,
that the Participant shall not be entitled to vote the shares on any matter for
which the record date in respect thereof occurs prior to the Agreement Date or
on or after the date, if any, on which the Participant shall have forfeited the
Restricted Stock.

      4. Deposit of Shares of Restricted Stock. Each certificate issued in
respect of shares of Restricted Stock granted under this Agreement shall be
registered in the name of the Participant and shall be deposited with the
Secretary of the Company.

      5. Transfer and Forfeiture of Shares. If the Participant's Date of
Termination does not occur during the Restricted Period, then, at the end of the
Restricted Period, the Participant shall become vested in the shares of
Restricted Stock, and shall own the shares free of all restrictions otherwise
imposed by this Agreement. The Participant shall become vested in the shares of
Restricted Stock, and become owner of the shares free of all restrictions
otherwise imposed by this Agreement, prior to the end of the Restricted Period,
as follows:

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a.    The Participant shall become vested in the shares of Restricted Stock as
      of the Participant's Date of Termination prior to the end of the
      Restricted Period, if the Participant's Date of Termination occurs by
      reason of the Participant's death or Disability.

b.    The Participant shall become vested in the shares of Restricted Stock as
      of the date of a Change of Control, if the Change of Control occurs prior
      to the end of the Restricted Period, and the Participant's Date of
      Termination does not occur before the Change of Control date.

Shares of Restricted Stock may not be sold, assigned, transferred, pledged or
otherwise encumbered until the Participant is vested in the shares. Except as
otherwise provided in this paragraph 5, if the Participant's Date of Termination
occurs prior to the end of the Restricted Period, the Participant shall forfeit
the Restricted Stock as of the Participant's Date of Termination.

      6. Definitions. For purposes of this Agreement, the terms listed below
shall be defined as follows:

a.    Change of Control. The term "Change of Control" shall mean 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),
      (ii) and (iii) 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
      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

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      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.

b.    Date of Termination. The Participant's "Date of Termination" shall be the
      first day occurring on or after the Agreement Date on which the
      Participant's employment with the Company and all Related Companies
      terminates for any reason; provided that a termination of employment shall
      not be deemed to occur by reason of a transfer of the Participant between
      the Company and a Related Company or between two Related Companies; and
      further provided that the Participant's employment shall not be considered
      terminated while the Participant is on a leave of absence from the Company
      or a Related Company approved by the Participant's employer. If, as a
      result of a sale or other transaction, the Participant's employer ceases
      to be a Related Company (and the Participant's employer is or becomes an
      entity that is separate from the Company), the occurrence of such
      transaction shall be treated as the Participant's Date of Termination
      caused by the Participant being discharged by the employer.

c.    Disability. "Disability" is as defined in the Company's long-term
      disability plan as in effect at the time disability is being determined.

d.    Plan Definitions. Except where the context clearly implies or indicates
      the contrary, capitalized terms not defined herein shall have the meanings
      specified in the Plan.

      7. Heirs and Successors. This Agreement shall be binding upon, and inure
to the benefit of, the Company and its successors and assigns, and upon any
person acquiring, whether by merger, consolidation, purchase of assets or
otherwise, all or substantially all of the Company's assets and business.
Subject to the terms of the Plan, any benefits distributable to the Participant
under this Agreement that are not distributed at the time of the Participant's
death shall be distributed at the time and in the form determined in accordance
with the provisions of this Agreement and the Plan, to the beneficiary
designated by the Participant in writing filed with the Committee in such form
and at such time as the Committee shall require. If a deceased Participant fails
to designate a beneficiary, or if the designated beneficiary of the deceased
Participant dies before the Participant or before complete distribution of
benefits due under this Agreement, the amounts to be distributed under this
Agreement shall be distributed to the legal representative or representatives of
the estate of the last to die of the Participant and the beneficiary.

      8. Administration. The authority to manage and control the operation and
administration of this Agreement shall be vested in the Committee, and the
Committee shall have all powers with respect to this Agreement as it has with
respect to the Plan. Any interpretation of the Agreement by the Committee and
any decision made by it with respect to the Agreement is final and binding.

      9. Agreement Subject to Plan. Notwithstanding anything in this Agreement
to the contrary, the terms of this Agreement shall be subject to the terms of
the Plan, a copy of which may be obtained by the Participant from the office of
the Secretary of the Company. In the event of any inconsistency between the
terms of this Agreement and the terms of the Plan, the terms of the Plan shall
control.

      10. Amendment. This Agreement may be amended as set forth in the Plan, or
by written Agreement of the Participant and the Company, without the consent of
any other person.

      IN WITNESS WHEREOF, the Participant has executed this Agreement, and the
Company has caused these presents to be executed in its name and on its behalf,
all as of the Agreement Date.

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                                         Participant

                                         _______________________________________

                                         SHOPKO STORES, INC.

                                         By: ___________________________________

                                         Its: __________________________________

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