WINN DIXIE STORES INC
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.0
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>



                                                                    Exhibit 10.0

                              EMPLOYMENT AGREEMENT


                                ALLEN R. ROWLAND




                                TABLE OF CONTENTS

                                                                          PAGE

Term                                                                        1

Position and Duties                                                         1

Compensation                                                                2

Termination of Employment                                                   5

Obligations of the Company upon Termination                                 8

Release                                                                    10

Non-Exclusivity of Rights                                                  10

Full Settlement                                                            10

Non-Competition; Confidential Information; and Non-Solicitation            11

Certain Additional Payments by the Company                                 12

Attorneys' Fees                                                            14

Indemnification                                                            14

Successors                                                                 14

Arbitration                                                                15

Miscellaneous                                                              15





                              EMPLOYMENT AGREEMENT

     THIS  AGREEMENT  (the  "Agreement"),  dated  November 23,  1999,  is by and
between Winn-Dixie Stores, Inc., a Florida Corporation (the "Company") and Allen
R. Rowland (the "Executive").

                                 WITNESSETH THAT

     WHEREAS,  subject to the terms and conditions contained herein, the Company
wishes to provide for the  employment  by the Company of the  Executive  and the
Executive wishes to accept such employment; and

     WHEREAS,  this  Agreement  is the  entire  agreement  between  the  parties
concerning  the  subject  matter  hereof  and  supersedes  all prior  agreements
concerning the same subject.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained herein, the Company and the Executive hereby agree as follows:

1. Term.

     (a)  Term of Employment.

          (i)  The Company shall employ the Executive,  and the Executive  shall
               serve the Company,  on the terms and conditions set forth in this
               Agreement,  commencing on the date above written (the  "Effective
               Date") and,  unless  sooner  terminated  pursuant to Paragraph 4,
               continuing  until the date that is the three-year  anniversary of
               the Effective Date or such later date as provided in subparagraph
               (ii) of this subparagraph 1(a) (the "Term of Employment").

          (ii) The Term of Employment  shall be extended  automatically  for one
               additional   year  on  the  last  day  before  the  first  annual
               anniversary of the Effective Date and for one additional  year on
               each annual  anniversary  thereafter  unless  either  party gives
               written  notice not to extend this  Agreement  prior to the three
               (3) months before such extension would be effectuated.

     (b)  Term of the Agreement.  This Agreement  shall become  effective on the
          Effective  Date and shall  continue in effect  throughout  the Term of
          Employment;  provided, however, the restrictive covenants contained in
          Paragraph 9 of this  Agreement  and the  Company's  obligations  under
          Paragraphs  5, 10, 11, 12 and 14 of this  Agreement  shall survive the
          Term of Employment  and shall  continue in effect  through the periods
          provided  therein  and/or  until  the  Company's  and the  Executive's
          obligations thereunder are satisfied.

2. Position and Duties.

     (a)  Positions, Duties, and Responsibilities.  The Executive shall serve as
          the  President  and Chief  Executive  Officer of the Company with such
          duties  and  responsibilities  as  are  customarily  assigned  to  the
          President  and Chief  Executive  Officer,  and such  other  duties and
          responsibilities  not inconsistent  therewith as may from time to time
          be  assigned  to him by the Board of  Directors  of the  Company  (the
          "Board"). The Executive shall report solely and directly to the Board.
          At the Effective  Date, the Executive shall be elected by the Board to
          a position on the Board and, at the next annual meeting thereof, shall
          be nominated to serve as a member of the Board.  The Executive  agrees
          to resign from Board  membership  upon  termination of employment with
          the Company upon written request of the Board.

     (b)  Time and  Attention.  Excluding any periods of vacation and sick leave
          to which  the  Executive  is  entitled,  the  Executive  shall  devote
          substantially  all of his  attention  and time during  normal  working
          hours to the business  and affairs of the Company and its  affiliates,
          as directed by the Board.  It shall not be  considered  a violation of
          the  foregoing,  however,  for the  Executive  to serve on  corporate,
          industry,  civic, or charitable boards or committees,  so long as such
          activities do not  materially  interfere  with the  performance of the
          Executive's   responsibilities  as  an  employee  of  the  Company  in
          accordance  with  this  Agreement  or  violate  Paragraph  9  of  this
          Agreement.

3.   Compensation.   Except  as  otherwise   expressly  set  forth  below,   the
     Executive's compensation shall be determined by, and in the sole discretion
     of, the Board.

     (a)  Annual Base Salary.  The Executive shall receive an annual base salary
          of not less than  $700,000 (the annual base salary in effect from time
          to time,  "Annual  Base  Salary").  The Annual  Base  Salary  shall be
          payable in accordance with the Company's  regular payroll practice for
          its senior  officers,  as in effect from time to time. The Annual Base
          Salary shall be reviewed  from time to time,  but not less  frequently
          than  annually,  and,  in the sole  discretion  of the  Board,  may be
          adjusted;  provided,  however, in no case shall the Annual Base Salary
          be  reduced  from the  minimum  level set forth  above.  To the extent
          Annual Base Salary is increased,  then such increased  salary shall be
          Executive's Annual Base Salary for all purposes of this Agreement.

     (b)  Annual Bonus.  Pursuant to the terms of the Company's Annual Incentive
          Plan, the Executive  shall be eligible to receive an annual bonus (the
          "Annual  Bonus") of up to 120% of his  Annual  Base  Salary  (with the
          target annual bonus equal to 60% of Annual Base Salary),  based on the
          degree of achievement of performance  goals  established by the Board,
          after consultation with the Executive, in writing, at the beginning of
          each fiscal year and, with respect to the initial Annual Bonus, within
          a  reasonable  time  after the  Effective  Date.  Notwithstanding  the
          foregoing,  if, as of June 28, 2000,  (i) the Executive is an employee
          of the Company or (ii) the Executive's  employment has been terminated
          by the  Company  for other  than  Cause (as that  term is  defined  in
          subparagraph  4(b)(ii)) or by the  Executive  for Good Reason (as that
          term is defined in subparagraph 4(c)(ii)), the Executive shall receive
          an  initial  Annual  Bonus  (which  shall be paid with  respect to the
          period ending on June 28, 2000,  the last day of the Company's  fiscal
          year) of not less than $210,000.

     (c)  Stock Options.  On the Effective  Date, the Executive shall be granted
          an option to purchase  500,000 shares of the Company's common stock at
          a per share purchase price equal to the closing price of the Company's
          common stock on the New York Stock Exchange on the Effective Date (the
          "Option").  The Option shall have a ten year term,  unless  terminated
          earlier  pursuant to the terms hereof or the terms of the Option award
          agreement  pursuant  to which  the  Option  is  granted  (the  "Option
          Agreement").  Fifty percent (50%) of the Option (i.e.,  250,000 shares
          out  of  the  500,000  granted)  shall  vest  and  become  immediately
          exercisable  on the  Effective  Date and the  remaining  fifty percent
          (50%) of the Option  (i.e.,  the remaining  250,000  shares out of the
          500,000  granted),  provided  the  Executive is an employee as of such
          date,  shall vest (and become  immediately  exercisable)  on the first
          annual  anniversary  of  the  Effective  Date.   Notwithstanding   the
          foregoing,  the Option  Agreement shall provide that upon (i) a Change
          in Control (as that term is defined in subparagraph 15(i) hereof),  or
          (ii) a termination  of the  Executive's  employment by the Company for
          other than Cause (as that term is defined in subparagraph 4(b)(ii)) or
          by the  Executive  for  Good  Reason  (as  that  term  is  defined  in
          subparagraph 4(c)(ii)), or upon termination of employment for death or
          Disability,  the Option shall become fully vested and  exercisable and
          shall remain exercisable until the second one-year  anniversary of the
          Date of Termination  (or, if earlier,  the last day of the term of the
          Option).  Otherwise, upon a termination of the Executive's employment,
          any portion of the Option that has not as of such date vested shall be
          forfeited.  Except as expressly  provided herein,  the Option shall be
          administered pursuant to the terms and conditions of the Company's Key
          Employee Stock Option Plan, as if granted  thereunder,  and the Option
          Agreement.  Notwithstanding any other provision contained herein, such
          Option is being  granted to the  Executive  in addition to, and not in
          lieu of, any other  award or benefit  (whether or not based in Company
          common stock) customarily  granted to senior executive officers of the
          Company.

     (d)  Incentive Compensation; Employee Benefits; Fringe Benefits.


          (i)  In addition to the  foregoing,  while the  Executive  is employed
               pursuant to this Agreement,

               (A)  the Executive  shall be eligible to  participate in all cash
                    and  equity-based  incentive  compensation   (including  the
                    Company's  Key Employee  Stock Option Plan (the "KESOP") and
                    Performance-Based   Restricted   Stock   Plan,   subject  to
                    conditions on participation contained in the Company's Stock
                    Ownership  Obligation  policy,  as it  exists  from  time to
                    time),  retirement,  supplemental  retirement,  and deferred
                    compensation  plans,  policies  and  arrangements  that  are
                    provided  generally to other senior  officers of the Company
                    at a level (in terms of the amount and types of benefits and
                    incentive   compensation   that   the   Executive   has  the
                    opportunity to receive and the terms thereof)  determined in
                    the sole  discretion of the Board;  provided,  however,  the
                    Executive's participation in such arrangements shall be at a
                    level no less favorable than that of other senior  executive
                    officers of the Company;

               (B)  the Executive and/or the Executive's family, as the case may
                    be,  shall be  eligible  for  participation  in,  and  shall
                    receive  all  benefits  under,  applicable  welfare  benefit
                    plans,  practices,  policies,  and programs  provided by the
                    Company to the same extent as is provided generally to other
                    senior officers of the Company; and

               (C)  the Executive  shall be entitled to receive fringe  benefits
                    substantially  similar to those  enjoyed  generally by other
                    senior  officers  of the  Company  and shall be  entitled to
                    avail himself of paid holidays (as  determined  from time to
                    time by the  Company)  on the same terms and  conditions  as
                    other senior officers of the Company.

               (ii) With respect to the  Executive's  participation  in cash and
                    equity-based  incentive  compensation  plans,  the  combined
                    target annualized  long-term  incentive provided pursuant to
                    the KESOP and the  Performance-Based  Restricted  Stock Plan
                    shall be equal to 180% of the Executive's Annual Base Salary
                    (90% of which shall be provided in the form of stock options
                    and the remaining  90% of which shall be provided  through a
                    combination  of  restricted   stock  and   contingent   cash
                    payments),  calculated without regard to the Options granted
                    pursuant to subparagraph 3(c) hereof.

               (e)  Vacation.  The Executive  shall be entitled to paid vacation
                    in accordance with the Company's  vacation policy for senior
                    officers of the Company;  provided,  however,  the Executive
                    shall  be  entitled  to not  less  than  four  (4)  weeks of
                    vacation per year. For purposes of this provision, reference
                    to a year shall be deemed to be the 365 day period beginning
                    on  the  Effective  Date,  and  each  anniversary   thereof.
                    Vacation  benefits  shall be deemed  earned and available on
                    the  first  day of each such  year.  Vacation  days not used
                    within the  applicable  year shall be  forfeited;  provided,
                    however, that upon termination of the Executive's employment
                    hereunder,  the  Executive  shall be paid for vacation  days
                    unused for the year in which the termination occurs.

               (f)  Expenses.

                    (i)  The Company shall, at its expense, cause to be provided
                         for the  Executive's  use,  an office at the  Company's
                         headquarters   and  such   secretarial   services   and
                         necessary   business  supplies  and  equipment  as  the
                         Executive  may  reasonably  require in carrying out his
                         obligations hereunder.

                    (ii) The  Executive  shall be  reimbursed by the Company for
                         reasonable   business  expenses  actually  incurred  in
                         rendering  to the Company  the  services  provided  for
                         hereunder, payable in accordance with customary Company
                         practice,  after the Executive presents written expense
                         statements or such other supporting  information as the
                         Company may  customarily  require of its executives for
                         reimbursement  of such  expenses.  Expenses  for  which
                         reimbursement  will be made  include,  but shall not be
                         limited to, reasonable business entertainment,  travel,
                         cellular   telephone,   portable  computer,   facsimile
                         machine,  and similar related reasonable  expenses that
                         are  incidental to the  Executive's  performance of his
                         duties and responsibilities pursuant to this Agreement.

                    (iii)The  Executive  shall be  reimbursed  for the  expenses
                         incurred by the Executive  related to his relocation to
                         Jacksonville,  Florida,  as  provided  in Exhibit A. In
                         addition, the Company shall pay to the Executive (x) an
                         amount  (not to exceed  $50,000)  for costs  associated
                         with the  termination of membership with Alaqua Country
                         Club  and  (y)  all  reasonable   attorney's  fees  and
                         expenses incurred in connection with the negotiation of
                         this Agreement and related documentation.  All expenses
                         and  costs  incurred  by the  Executive  for  which the
                         Executive  seeks   reimbursement   hereunder  shall  be
                         substantiated by reasonable written documentation.

     (g)  No Duplication of Benefits.  Notwithstanding the foregoing,  except as
          may be  expressly  set  forth  elsewhere  in this  Agreement,  nothing
          contained in any paragraph or  subparagraph  of this  Agreement  shall
          entitle the Executive to receive duplicate  payments or benefits under
          the same plan or  arrangement  with  respect to the same  period(s) of
          employment,  other than with respect to the Options provided  pursuant
          to  subparagraph  3(c)  hereof;   provided,   to  the  extent  of  any
          inconsistency  between the terms of any such plan or  arrangement  and
          the terms of this  Agreement  with respect to any one type of benefit,
          the terms most beneficial to the Executive under either the respective
          plan or arrangement or this Agreement shall govern and prevail.

4.   Termination of Employment.

     (a)  Death  or  Disability.  The  Executive's  employment  shall  terminate
          automatically  upon  the  Executive's  death.  The  Company  shall  be
          entitled  to  terminate  the  Executive's  employment  because  of the
          Executive's Disability during the Term of the Agreement.  For purposes
          of this Agreement,  the term "Disability"  shall have the same meaning
          as is provided in the Company's  long-term  disability plan for "Total
          Disability,"  as in effect on the Date of Termination (as that term is
          defined in subparagraph 4(d)(ii) below);  provided,  however, that the
          Executive shall not be considered to have experienced a Disability for
          purposes  of this  Agreement  unless  and  until,  as a result  of the
          Executive's   incapacity  due  to  physical  or  mental  illness,  the
          Executive shall have been  substantially  unable to perform his duties
          hereunder  for an entire  period of six (6)  consecutive  months,  and
          within thirty (30) days after written Notice of  Termination  (as that
          term is defined in subparagraph 4(d)(i) below) is given after such six
          (6)  month  period,  the  Executive  shall  not have  returned  to the
          substantial performance of his duties on a full-time basis.

     (b)  By the Company.


          (i)  The Company may  terminate  the  Executive's  employment  without
               Cause  by  delivering  to  the   Executive   written   Notice  of
               Termination  (as that term is  defined  in  subparagraph  4(d)(i)
               below), or for Cause by delivering to the Executive not less than
               35 days (or 5 days if the termination is pursuant to subparagraph
               4(b)(ii)(B)) prior written Notice of Termination (as that term is
               defined  in  subparagraph  4(d)(i)  below) and by  affording  the
               Executive  the due  process  rights  set  forth in  subparagraphs
               4(b)(ii) and (iii) below.

          (ii) For purposes of this  Agreement,  "Cause" means:  (A) the willful
               engaging by the  Executive  in  misconduct  that is material  and
               demonstrably  economically injurious to the Company or any of its
               subsidiaries  (monetarily or otherwise),  or (B) the  Executive's
               conviction of, or pleading guilty or nolo contendere to, a felony
               involving moral turpitude. For purposes of the foregoing, no act,
               or  failure  to act,  on the  Executive's  part  shall be  deemed
               "willful"  unless done,  or omitted to be done,  by the Executive
               (I) not in good faith or without  reasonable belief that his act,
               or failure to act, was in the best  interest of the Company,  and
               (II) without the  direction of the Board or a committee  thereof.
               No event  described  in the  foregoing  subparagraph  4(b)(ii)(A)
               shall constitute Cause unless the Company has given the Executive
               written  Notice  of  Termination  (as  that  term is  defined  in
               subparagraph   4(d)(i)  below)  specifying  the  condition(s)  or
               event(s)  relied  upon for such  notice  within  90 days from the
               occurrence  of such event (or, if later,  from the earliest  date
               the  Chairman  of the Board  became  aware of such event) and the
               Executive has failed to cure the  condition or event  asserted to
               constitute  Cause within the 30 day period  following  receipt of
               such  notice;  provided,  however,  that during the 30 day period
               following the receipt of such notice,  the Board may, in its sole
               discretion,  place the Executive on paid leave of absence (during
               which time the Executive  shall continue to receive and/or accrue
               all  payments  and  benefits he was  receiving or was eligible to
               receive at the time such notice was given).

          (iii)The  Executive's  termination  for Cause shall be effective  when
               and if a  resolution  is duly adopted by an  affirmative  vote of
               three-quarters  of the entire  membership of the Board (excluding
               the Executive who shall not vote on this matter), stating that in
               the good faith  opinion of the Board the  Executive  is guilty of
               the conduct  described in the Notice of Termination (as that term
               is defined  in  subparagraph  4(d)(i)  below),  and such  conduct
               constitutes Cause under this Agreement;  provided,  however, that
               the  Executive  shall have been given the  opportunity,  together
               with  counsel,  during  the 35 day period (or 5 day period if the
               termination is pursuant to  subparagraph  4(b)(ii)(B))  following
               the receipt by the  Executive  of the Notice of  Termination  (as
               that term is defined in subparagraph  4(d)(i) below) and prior to
               the adoption of the Board's resolution, to be heard by the Board.
               Subject to Paragraph 14 hereof, this subparagraph 4(b)(iii) shall
               not  prevent  the  Executive  from  challenging  in any  court of
               competent  jurisdiction  or  arbitration  proceeding  the Board's
               determination  that Cause exists or that the Executive has failed
               to cure any act (or failure to act) that  purportedly  formed the
               basis for the Board's determination.

          (c)  By the Executive.

               (i)  The  Executive  may  terminate  his  employment  (A)  for no
                    reason, or (B) for Good Reason;  provided,  however, that in
                    either case the Executive  shall have given at least 30 days
                    prior written Notice of Termination (as that term is defined
                    in subparagraph 4(d)(i) below).

               (ii) For purposes of this Agreement, the term "Good Reason" means
                    the  occurrence  (without the  Executive's  express  written
                    consent) of any of the following  acts or failures to act by
                    the Company:

                    (A)  the assignment to the Executive of duties  inconsistent
                         with the Executive's  status as the President and Chief
                         Executive Officer of the Company,  or any action by the
                         Company   which   results  in  a   diminution   in  the
                         Executive's  authority,  duties,   responsibilities  or
                         reporting responsibilities;

                    (B)  any reduction in the Executive's  Annual Base Salary or
                         target Annual Bonus  opportunity  or the failure of the
                         Company to provide the Executive  any material  benefit
                         under this Agreement,  including,  without  limitation,
                         the Options;

                    (C)  the  discontinuance  of the Executive's  eligibility to
                         participate  in any  incentive  compensation,  deferred
                         compensation, retirement or other employee benefit plan
                         without   replacement  with  benefits   providing  both
                         equivalent current value and equivalent  opportunity to
                         participate in future Company equity appreciation;

                    (D)  the Company  requiring the Executive to be based at any
                         office  other  than  the  Company's   headquarters   in
                         Jacksonville, Florida;

                    (E)  the  failure  of  the  Executive  to be  nominated  for
                         election or actually elected as a director on the Board
                         or  the  failure  to  appoint  the   Executive  as  the
                         President and Chief Executive Officer of the Company;

                    (F)  the material  breach by the Company of any of its other
                         obligations under this Agreement;

                    (G)  any purported termination of the Executive's employment
                         for  Cause  that  is  not  effected   pursuant  to  the
                         procedures  of  subparagraph  4(b) (and for purposes of
                         this Agreement,  no such purported termination shall be
                         effective);

                    (H)  the  Company's  failure  to  provide  in  all  material
                         respects the  indemnification set forth in Paragraph 12
                         of this Agreement;

                    (I)  a Change in  Control  of the  Company  (as that term is
                         defined in subparagraph 15(i) hereof) or the failure of
                         the Company to obtain the  assumption of this Agreement
                         as contemplated in subparagraph 13(b) hereof; or

                    (J)  the  Company  provides  the  notice  to  the  Executive
                         contemplated by subparagraph 1(a)(ii) not to extend the
                         Term of Employment.


The  Executive's  right to terminate his employment for Good Reason shall not be
affected by his incapacity due to physical or mental illness; provided, however,
that in the event of any such illness  resulting in a significant  impairment or
inability of the Executive to perform his material duties, the Board may (during
the disability  period) suspend the Executive from his duties,  authorization or
responsibilities  to the extent  necessary  due to such  inability or impairment
without  triggering Good Reason;  provided,  that, if a Good Reason event (other
than  as  described  in  subparagraph  4(c)(ii)(A))  should  occur  during  such
disability  period,  the Executive may terminate his employment for Good Reason.
The  Executive's  continued  employment  shall not  constitute  consent to, or a
waiver of rights with  respect to, any act or failure to act  constituting  Good
Reason  hereunder.  Except with respect to  subparagraph  4(c)(ii)(I) or (J), no
such event described above shall constitute Good Reason unless the Executive has
given a Notice of Termination  (as that term in  subparagraph  4(d)(i) below) to
the Company  specifying the condition or event relied upon for such  termination
within 90 days from the Executive's  actual  knowledge of the occurrence of such
event and the Company  has failed to cure the  condition  or event  constituting
Good Reason within the 30 day period following receipt of the Executive's Notice
of Termination.

(d)  Termination Procedures.


     (i)  Notice of  Termination.  Any purported  termination of the Executive's
          employment  (other than by reason of death) shall be  communicated  by
          written Notice of Termination from one party hereto to the other party
          hereto  in  accordance  with  the  notice   provisions   contained  in
          subparagraph 15(b) hereof.  For purposes of this Agreement,  a "Notice
          of  Termination"  shall  mean a notice  that  indicates  the  specific
          termination  provision in this Agreement relied upon and sets forth in
          reasonable  detail  the facts and  circumstances  claimed to provide a
          basis  for  termination  of  the  Executive's   employment  under  the
          provision so indicated.

     (ii) Date  of  Termination.  For  purposes  of  this  Agreement,  "Date  of
          Termination"   shall  mean  the  date   specified  in  the  Notice  of
          Termination  (but in no event  shall  such date be later than the 35th
          day following the date the Notice of Termination is given) or the date
          of the Executive's death.

     (iii)No  Waiver.  The  failure to set forth any fact or  circumstance  in a
          Notice of  Termination  shall not  constitute a waiver of the right to
          assert  such fact or  circumstance  in an attempt to enforce any right
          under or provision of this Agreement.

5.   Obligations of the Company upon Termination.


     (a)  Post-Employment  Benefits. If the Executive's employment is terminated
          by the Company for any reason other than Cause,  death or  Disability,
          or the Executive terminates his employment for Good Reason:

          (i)  the  Company  shall pay or  provide  to the  Executive,  within 5
               business days, the Accrued  Obligations  (as that term is defined
               in subparagraph 5(b) below);

          (ii) the  Company  shall  pay,  within  five  business  days,  to  the
               Executive  a lump sum equal to three  times  (A) the  Executive's
               Annual  Base Salary (at the same level that was being paid to the
               Executive on the Date of Termination  (disregarding any reduction
               in Annual Base Salary that constitutes Good Reason hereunder) and
               (B) the target Annual Bonus opportunity for the year in which the
               Date of Termination occurs  (disregarding any reduction in Annual
               Bonus that constitutes  Good Reason  hereunder);  provided,  that
               such  target  Annual  Bonus  shall  not be less  than  60% of the
               Executive's Annual Base Salary on the Date of Termination; and

          (iii)during  the  period  beginning  on the  Date of  Termination  and
               ending 36 months  thereafter,  the Executive (and, as applicable,
               the  Executive's  covered  dependents)  shall be  entitled to all
               health and welfare  benefits under the Company's  welfare benefit
               plans  (within  the  meaning  of  Section  3(1)  of the  Employee
               Retirement  Income  Security Act of 1974, as amended),  as if the
               Executive  were still  employed  during such period,  at the same
               level of benefits  and at the same  after-tax  dollar cost to the
               Executive  as  is  available  to  all  of  the  Company's  senior
               executives generally ("Continued Benefits"). If and to the extent
               the Company is not  permitted  under the terms of the  applicable
               plan  or  applicable  law to  provide  such  benefits  under  its
               existing plans, or if the provisions of such benefits would cause
               the applicable plan to be deemed to be discriminating in favor of
               highly compensated employees under the Employee Retirement Income
               Security  Act of 1974,  as  amended,  the Company  shall  provide
               equivalent  benefits  on an  individual  basis  at no  additional
               after-tax  cost to the  Executive or shall  provide the after-tax
               cash equivalent thereof. The benefits provided in accordance with
               this  subparagraph  5(a)(iii)  shall be reduced by any equivalent
               benefits,   without  waiting  period  or  pre-existing  condition
               limitations,  provided to the Executive by another employer (such
               benefits to be determined on a benefit-by-benefit basis);

          (iv) the Company  shall  reimburse,  within five  business days of the
               Date of Termination or, if later, the date the Executive  submits
               his  request  for   reimbursement,   the  Executive  pursuant  to
               subparagraph 3(f) for reasonable  expenses incurred in accordance
               with the Company's policy, but not paid prior to such termination
               of employment;

          (v)  all outstanding  stock options and restricted  stock,  including,
               without  limitation,  the Options,  held by the  Executive  shall
               become immediately exercisable and/or vested, as the case may be,
               and (A) the stock options  (other than the Options)  shall remain
               exercisable  pursuant to the terms of the plan  pursuant to which
               they were granted and (B) the Options  shall  remain  exercisable
               until the second one-year  anniversary of the Date of Termination
               (or, if earlier, the last day of the term of the Option); and

          (vi) the Company shall pay the  Executive,  within 20 days, his target
               entitlement under any and all long-term incentive bonuses, awards
               or  compensation he would have otherwise been entitled to be paid
               in cash if he was  employed on the relevant  payment  date(s) and
               the target goals for such bonuses,  awards or other  compensation
               had been achieved;  provided,  that such target entitlement shall
               not be less than 60% of the Executive's Annual Base Salary on the
               Date of Termination.


     (b)  Termination  due to death or Disability;  by the Company for Cause; by
          the Executive  without Good Reason.  If the Executive's  employment is
          terminated by the Company for Cause,  death or  Disability,  or by the
          Executive  for other than Good Reason (or upon  expiration of the term
          if the  Executive  provides the notice  contemplated  by  subparagraph
          1(a)(ii)  hereof),  the Company  shall pay to the Executive (or to the
          Executive's  estate  or  personal  representative,  in the case of the
          Executive's death) in a lump sum in cash within 20 days after the Date
          of  Termination  the  sum  of  the  following  amounts  (the  "Accrued
          Obligations"):  (i) any portion of the Executive's  Annual Base Salary
          and earned but unpaid  Annual Bonus (i.e.  from a prior year)  through
          the Date of  Termination  that has not yet been paid (and, if and only
          if the  Executive's  employment is terminated  due to the  Executive's
          death or Disability, a prorated Annual Bonus based on the target level
          of the  Annual  Bonus  for the year in which  the Date of  Termination
          occurs,  prorated  based on the fraction of the year the Executive was
          employed);  (ii) any compensation  previously deferred  (provided,  no
          amounts  paid or  payable  under  subparagraph  5(a)  shall be  deemed
          compensation  previously deferred) by the Executive (together with any
          accrued  interest  or  earnings  thereon)  that has not yet been paid;
          (iii) any  unpaid  vacation  pay that was  accrued  during the year in
          which the Date of  Termination  occurs;  and (iv) any unpaid  business
          expenses  under  subparagraph  3(f). In addition,  if the  Executives'
          employment is terminated due to his death or  Disability,  the Company
          shall provide the Executive and his eligible dependents with Continued
          Benefits for two years (after which the Executive shall be entitled to
          continuation  of benefits to the extent  required by the  Consolidated
          Omnibus  Budget   Reconciliation  Act  (COBRA)).   After  making  such
          payment(s),  the Company shall have no further  obligations under this
          Agreement.

     (c)  Liquidated Damages. The payments and benefits provided in subparagraph
          5(a) are  intended  as  liquidated  damages for a  termination  of the
          Executive's  employment by the Company other than for Cause, death, or
          Disability or for the actions of the Company  leading to a termination
          of the  Executive's  employment by the Executive for Good Reason,  and
          shall be the sole and exclusive remedy therefor.

6.   Release.  Notwithstanding any provision herein to the contrary, the Company
     may  require  that,  prior to  payment of any  amount or  provision  of any
     benefit under  subparagraph  5(a) or 5(b) of this Agreement,  the Executive
     shall have  executed a complete  release of the Company and its  affiliates
     and  related  parties  in such  form as is  reasonably  acceptable  to both
     parties  and any  waiting  periods  contained  in such  release  shall have
     expired; provided, however, that the Executive's obligation to execute such
     a release  shall be contingent  upon the Company's  execution of a complete
     release of the Executive in such form as is  reasonably  acceptable to both
     parties.

7.   Non-Exclusivity of Rights.  Except as otherwise provided in this Agreement,
     nothing in this Agreement shall prevent or limit the Executive's continuing
     or future  participation in any plan, program,  policy or practice provided
     by the Company or any of its  affiliated  companies for which the Executive
     may qualify  (other than  severance  policies),  nor shall anything in this
     Agreement  limit or otherwise  affect such rights as the Executive may have
     under any contract or agreement  with the Company or any of its  affiliated
     companies.  Vested  benefits  and  other  amounts  that  the  Executive  is
     otherwise  entitled to receive under any other plan,  program,  policy,  or
     practice of, or any contract or agreement  with,  the Company or any of its
     affiliated  companies on or after the Date of Termination  shall be payable
     in accordance with the terms of each such plan, program,  policy, practice,
     contract, or agreement, as the case may be, except as expressly modified by
     this Agreement.

8.   Full  Settlement.  Except in the event of a termination of the  Executive's
     employment  for  Cause,  the  Company's  obligation  to make  the  payments
     provided  for in, and  otherwise  to perform its  obligations  under,  this
     Agreement shall not be affected by any set-off,  counterclaim,  recoupment,
     defense, or other claim, right, or action that the Company may have against
     the  Executive or others.  In no event shall the  Executive be obligated to
     seek other  employment or take any other action by way of mitigation of the
     amounts  payable  to the  Executive  under  any of the  provisions  of this
     Agreement  and  (except as  provided  with  respect  to health and  welfare
     benefits in  subparagraph  5(a)(iii) of this  Agreement)  the amount of any
     payment or benefit  provided for in this Agreement  shall not be reduced by
     any  compensation  earned by the  Executive as the result of  employment by
     another  employer,  by retirement  benefits,  by offset  against any amount
     claimed to be owed by the Executive to the Company, or otherwise.

9.   Non-Competition; Confidential Information; and Non-Solicitation.

     (a)  Non-Competition.  During  the  Term  of  Employment  and  (i)  if  the
          Executive's  employment  is  terminated  by the Company for other than
          Cause or Disability or the Executive  terminates  his  employment  for
          Good Reason,  during the period  beginning on the Date of  Termination
          and  ending  on  the 24  month  anniversary  thereof  or  (ii)  if the
          Executive's  employment  is  terminated  by the  Company  for Cause or
          Disability or the Executive  terminates  his  employment  for a reason
          other than Good  Reason,  during the period  beginning  on the Date of
          Termination  and  ending  on  the 12  month  anniversary  thereof  (as
          applicable, the "Restrictive Covenant Coverage Period"), the Executive
          shall not,  without the prior  written  consent of the  Company,  as a
          shareholder,  officer,  director,  partner,  consultant,  employee, or
          otherwise,  engage directly in any business or enterprise which is "in
          competition"  with the  Company or its  successors  or  assigns  (such
          entities  collectively  referred to hereinafter in this Paragraph 9 as
          the "Company");  provided,  however, that the Executive's ownership of
          less than five percent of the issued and outstanding voting securities
          of a publicly traded company shall not, in and of itself, be deemed to
          constitute such competition.  A business or enterprise is deemed to be
          "in  competition" if it is conducting a retail grocery business in any
          of the geographical  regions in which the Company conducts substantial
          business on the Date of Termination and (I) more than 10% of the total
          revenue of the business or  enterprise is  attributable  to the retail
          grocery business, and (II) the Executive does or will provide material
          services  for,   advise,   or  consult  or  otherwise  share  material
          information  with, the portion of the business or  enterprise,  or the
          employees thereof,  engaged in competition.  Notwithstanding  anything
          herein to the contrary,  Wal Mart Stores,  Inc. and its affiliates and
          KMart  Corporation  and its  affiliates  shall be considered to be "in
          competition" with the Company.

     (b)  Confidential  Information.  The  Executive  shall hold in a  fiduciary
          capacity  for the benefit of the  Company  all secret or  confidential
          information,  knowledge,  trade  secrets,  methods,  know-how  or data
          relating to the Company and its  businesses or  acquisition  prospects
          that  the  Executive   obtained  or  obtains  during  the  Executive's
          employment  by the  Company  and  that  is not  and  does  not  become
          generally  known  to  the  public  (other  than  as a  result  of  the
          Executive's    violation   of   this   Paragraph   9)   ("Confidential
          Information"). Except as may be required and appropriate in connection
          with carrying out his duties under this Agreement, the Executive shall
          not  communicate,  divulge,  or disseminate any material  Confidential
          Information  at any time  during or after the  Executive's  employment
          with the Company, except with the prior written consent of the Company
          or as otherwise required by law or legal process;  provided,  however,
          that if so  required,  the  Executive  will  provide the Company  with
          reasonable notice to contest such disclosure.

     (c)  Non-Solicitation  of Employees.  The Executive  recognizes that he may
          possess confidential  information about other employees of the Company
          relating   to  their   education,   experience,   skills,   abilities,
          compensation  and  benefits,  and  inter-personal  relationships  with
          suppliers to and customers of the Company.  The  Executive  recognizes
          that the  information he will possess about these other  employees may
          not be generally known, may be of substantial  value to the Company in
          developing  its  respective  businesses  and in securing and retaining
          customers, and may be acquired by him because of his business position
          with the Company.  The Executive  agrees that,  during the Restrictive
          Covenant  Coverage  Period,  he  will  not,  directly  or  indirectly,
          initiate  any  action to  solicit  or  recruit  anyone  who is then an
          employee of the Company for the purpose of being employed by him or by
          any business,  individual,  partnership,  firm,  corporation  or other
          entity on whose  behalf he is  acting as an agent,  representative  or
          employee and that he will not convey any such confidential information
          or trade  secrets  about other  employees  of the Company to any other
          person except within the scope of Executive's  duties  hereunder.  The
          restrictive  provision of this  subparagraph 9(c) shall have no effect
          on any then-current employee of the Company who initiates contact with
          the Executive seeking employment or who initiates discussions with the
          Executive  regarding  his or her intent to cease  employment  with the
          Company.

     (d)  Non-Interference  with  Suppliers or Customers.  The Executive  agrees
          that,  during the Restrictive  Covenant  Coverage Period,  he will not
          interfere with any business  relationship  between the Company and any
          of its suppliers or customers.

     (e)  Remedies; Severability.


          (i)  The Executive  acknowledges that if the Executive shall breach or
               threaten to breach any  provision of  subparagraphs  9(a) through
               (d),  the  damages to the Company  may be  substantial,  although
               difficult  to  ascertain,  and money  damages will not afford the
               Company an  adequate  remedy.  Therefore,  if the  provisions  of
               subparagraphs 9(a) through (d) are violated, in whole or in part,
               the  Company  shall  be  entitled  to  specific  performance  and
               injunctive  relief,  without  prejudice  to  other  remedies  the
               Company may have at law or in equity.

          (ii) If any term or provision of this Paragraph 9, or the  application
               thereof to any person or circumstances  shall, to any extent,  be
               invalid or  unenforceable,  the remainder of this Paragraph 9, or
               the   application  of  such  term  or  provision  to  persons  or
               circumstances  other than those as to which it is held invalid or
               unenforceable,  shall not be affected thereby,  and each term and
               provision of this  Paragraph 9 shall be valid and  enforceable to
               the fullest  extent  permitted  by law.  Moreover,  if a court of
               competent jurisdiction deems any provision hereof to be too broad
               in time,  scope,  or  area,  it is  expressly  agreed  that  such
               provision  shall be reformed to the maximum degree that would not
               render it unenforceable.

10. Certain Additional Payments by the Company.

     (a)  If the Accountant shall determine that the aggregate payments made and
          benefits provided to the Executive pursuant to this Agreement, and any
          other payments and benefits provided to the Executive from the Company
          (or its  successors or assigns or an entity that  effectuates a Change
          in  Control)  and its  affiliates  (whether  or not  pursuant  to this
          Agreement) that constitute  "parachute payments" as defined in Section
          280G of the  Code (or any  successor  provision  thereto)  ("Parachute
          Payments")  would be subject to the excise tax imposed by Section 4999
          of the Code (the "Excise Tax"),  then the Executive  shall be entitled
          to receive an additional  payment (a "Gross-Up  Payment") in an amount
          (determined  by  the  Accountant)  such  that  after  payment  by  the
          Executive  of all taxes  (including  any Excise Tax)  imposed upon the
          Gross-Up Payment and any interest or penalties imposed with respect to
          such taxes, the Executive  retains from the Gross-Up Payment an amount
          equal to the Excise  Tax  imposed  upon the  Parachute  Payments.  For
          purposes  of  determining  the  amount of the  Gross-Up  Payment,  the
          Executive  shall be  deemed  to (A) pay  federal  income  taxes at the
          highest  marginal  rate of taxation for the calendar year in which the
          Gross-Up  Payment is to be made and (B) pay applicable state and local
          income taxes at the highest marginal rate of taxation for the calendar
          year in which the Gross-Up  Payment is to be made,  net of the maximum
          reduction  in  federal  income  taxes  which  could be  obtained  from
          deduction  of  such  state  and  local  taxes.  For  purposes  of this
          Paragraph 10, the  "Accountant"  shall mean an independent  accounting
          firm,  which shall be  selected  by the  Company  from among the three
          largest  accounting  firms in the United  States,  and which  shall be
          reasonably acceptable to the Executive,  the fees and disbursements of
          which shall be paid by the Company.

     (b)  If the Accountant shall determine that no Excise Tax is payable by the
          Executive,  it shall furnish the Executive with a written opinion that
          the Executive has  substantial  authority not to report any Excise Tax
          on the  Executive's  Federal  income tax return.  If the  Executive is
          subsequently  required to make a payment of any Excise  Tax,  then the
          Accountant  shall  determine  the  amount of such  additional  payment
          ("Gross-Up Underpayment"), and any such Gross-Up Underpayment shall be
          promptly  paid by the Company to or for the benefit of the  Executive.
          The  fees and  disbursements  of the  Accountant  shall be paid by the
          Company.

     (c)  The  Executive  shall notify the Company in writing  within 45 days of
          any claim by the Internal  Revenue Service that, if successful,  would
          require  the  payment by the  Company of a  Gross-Up  Payment.  If the
          Company  notifies the  Executive in writing that it desires to contest
          such  claim  and  that  it  will  bear  the  costs  and   provide  the
          indemnification as required by this sentence, the Executive shall:

          (i)  give the  Company any  information  reasonably  requested  by the
               Company relating to such claim,

          (ii) take such action in connection  with contesting such claim as the
               Company  shall  reasonably  request in writing from time to time,
               including,  without  limitation,  accepting legal  representation
               with respect to such claim by an attorney  reasonably selected by
               the Company,

          (iii)cooperate  with the Company in good faith in order to effectively
               contest such claim, and

          (iv) permit the Company to participate in any proceedings  relating to
               such claim;  provided,  however,  that the Company shall bear and
               pay  directly  all  costs  and  expenses  (including   additional
               interest and penalties)  incurred in connection with such contest
               and  shall  indemnify  and hold  the  Executive  harmless,  on an
               after-tax  basis,  for any  Excise Tax or income  tax,  including
               interest and penalties with respect thereto,  imposed as a result
               of such  representation  and payment of costs and  expenses.  The
               Company shall control all  proceedings  taken in connection  with
               such contest; provided,  however, that if the Company directs the
               Executive  to pay such  claim and sue for a refund,  the  Company
               shall advance the amount of such payment to the Executive,  on an
               interest-free  basis and shall  indemnify  and hold the Executive
               harmless,  on an after-tax  basis,  from any Excise Tax or income
               tax,  including  interest  or  penalties  with  respect  thereto,
               imposed  with  respect  to such  advance  or with  respect to any
               imputed  income with respect to such advance;  further  provided,
               the Executive  shall retain the right to  participate in all such
               proceedings at his own expense.

     (d)  If, after the receipt by the  Executive  of an amount  advanced by the
          Company  pursuant to  subparagraph  10(c)(iv),  the Executive  becomes
          entitled  to  receive  any refund  with  respect  to such  claim,  the
          Executive shall, within 45 days, pay to the Company the amount of such
          refund,  together  with any interest  paid or credited  thereon  after
          taxes applicable thereto.

11.  Attorneys' Fees. Except as otherwise  provided in Paragraph 10, the Company
     shall pay (on an ongoing  basis) to the  Executive  to the  fullest  extent
     permitted by law, all legal fees, court costs,  litigation  expenses and/or
     arbitration  expenses (as applicable)  reasonably incurred by the Executive
     or others on his behalf as a result of any contest or dispute regarding the
     validity or enforceability  of or liability under, or otherwise  involving,
     any provision of this Agreement (such amounts  collectively  referred to as
     the "Reimbursed  Amounts");  provided,  that, the Executive shall reimburse
     the  Company  for the  Reimbursed  Amounts  if it is  determined  that  the
     Executive  has not been  successful  on the material  issues raised in such
     contest or dispute.

12.  Indemnification.  The  Executive  shall be  indemnified  by the Company for
     actions taken in his position as an officer,  director,  employee and agent
     of the Company to the greatest  extent as permitted by applicable  law. The
     Executive  shall also be covered  as an  insured by a  liability  insurance
     policy secured by and  maintained by the Company  covering acts of officers
     and  members of the Board of  Directors  of the Company in amounts not less
     than $25,000,000 per loss. The Company also agrees to indemnify and forever
     hold  harmless  the  Executive  from any and all  pending,  threatened,  or
     completed  actions,  suits or proceedings to which the Company,  any of its
     employees,  directors or officers is a party or is  threatened to be made a
     party by virtue of any act or omission  which arose prior to the  Effective
     Date hereof.

13. Successors.

     (a)  Assignment of Agreement.  This  Agreement is personal to the Executive
          and,  without the prior written  consent of the Company,  shall not be
          assignable  by the  Executive  otherwise  than by will or the  laws of
          descent and distribution. This Agreement shall inure to the benefit of
          and be enforceable by the Executive's legal representatives.

     (b)  Successors  of the Company.  No rights or  obligations  of the Company
          under this  Agreement may be assigned or  transferred  except that the
          Company will require any  successor  (whether  direct or indirect,  by
          purchase, merger,  consolidation or otherwise) to all or substantially
          all of the business  and/or assets of the Company to expressly  assume
          and agree to perform this Agreement in the same manner and to the same
          extent  that the  Company  would be  required to perform it if no such
          succession had taken place. As used in this Agreement, "Company" shall
          mean the Company as herein  before  defined and any  successor  to its
          business  and /or assets  (by  merger,  purchase  or  otherwise)  that
          executes and delivers the agreement  provided for in this Paragraph 13
          or which  otherwise  becomes bound by all the terms and  provisions of
          this Agreement by operation of law.

14.  Arbitration.  In the event of any dispute or difference between Company and
     the Executive  with respect to the subject matter of this Agreement and the
     enforcement  of rights  hereunder,  either the Executive or Company may, by
     written  notice to the other,  require  such  dispute or  difference  to be
     submitted to arbitration.  The arbitrator or arbitrators  shall be selected
     by agreement of the parties or, if they cannot  agree on an  arbitrator  or
     arbitrators within 30 days after the date arbitration is required by either
     party, then the arbitrator or arbitrators shall be selected by the American
     Arbitration  Association (the "AAA"), upon the application of the Executive
     or the Company.  The  determination  reached in such  arbitration  shall be
     final and  binding on both  parties  without any right of appeal or further
     dispute. Execution of the determination by such arbitrator may be sought in
     any court of competent jurisdiction.  The arbitrators shall not be bound by
     judicial  formalities  and may abstain from  following  the strict rules of
     evidence and shall interpret this Agreement as an honorable  engagement and
     not merely as a legal  obligation.  Unless otherwise agreed by the parties,
     any such arbitration shall take place in Jacksonville, Florida and shall be
     conducted in accordance with the Employment Dispute Resolution Rules of the
     AAA.

15. Miscellaneous.

     (a)  Governing Law and Captions.  This Agreement  shall be governed by, and
          construed in accordance with, the laws of Florida,  without  reference
          to principles of conflict of laws.  The captions of this Agreement are
          not part of the  provisions  hereof and shall have no force or effect.
          (b) Notices. All notices and other communications under this Agreement
          shall  be in  writing  and  shall  be  given  by hand  delivery  or by
          facsimile  (provided  confirmation  of  receipt of such  facsimile  is
          received)  to the other  party or by  registered  or  certified  mail,
          return receipt requested, postage prepaid, addressed as follows:

If to the Executive:
Allen R. Rowland
5050 Edgewood Court
Jacksonville, Florida 32254-3699

With a copy to:
Bruce S. Mendelsohn, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1333 New Hampshire Avenue, N.W., Suite 400
Washington, District of Columbia 20036

If to the Company:

Winn-Dixie Stores, Inc.
Attention: General Counsel
5050 Edgewood Court
Jacksonville, Florida 32254-3699

With copy to:

Andrew J. Fawbush, Esq.
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
50 North Laura Street, Suite 2800
Jacksonville, Florida 32202-3650

or to such other  address as either  party  furnishes to the other in writing in
accordance with this subparagraph  15(b).  Notices and  communications  shall be
effective when actually received by the addressee.

     (c)  Amendment.  This Agreement may not be amended or modified  except by a
          written  ---------  agreement  executed by the parties hereto or their
          respective successors and legal representatives.

     (d)  Severability.  The invalidity or  unenforceability of any provision of
          this Agreement shall not affect the validity or  enforceability of any
          other provision of this Agreement.  If any provision of this Agreement
          shall be held invalid or unenforceable in part, the remaining  portion
          of  such  provision,  together  with  all  other  provisions  of  this
          Agreement,  shall  remain valid and  enforceable  and continue in full
          force and effect to the fullest extent consistent with law.

     (e)  Withholding.  Notwithstanding  any other  provision of this Agreement,
          the Company may withhold from amounts payable under this Agreement all
          federal,  state,  local,  and  foreign  taxes that are  required to be
          withheld by applicable laws or regulations.  All cash amounts required
          to be paid hereunder shall be paid in United States dollars.

     (f)  Waiver. The Executive's or the Company's failure to insist upon strict
          compliance  with any provision of, or to assert any right under,  this
          Agreement (including,  without limitation,  the right of the Executive
          to terminate  employment  for Good Reason) shall not be deemed to be a
          waiver  of such  provision  or right or of any other  provision  of or
          right under this Agreement.

     (g)  Entire  Understanding.  The Executive and the Company acknowledge that
          this  Agreement  supersedes  and  terminates  any other  severance and
          employment  agreements  between the  Executive  and the Company or any
          Company  affiliates.   This  Agreement  may  be  executed  in  several
          counterparts,  each of which  shall be  deemed an  original,  and said
          counterparts shall constitute but one and the same instrument.

     (h)  Rights  and  Benefits  Unsecured.  The  rights  and  benefits  of  the
          Executive  under  this  Agreement  may not be  anticipated,  assigned,
          alienated, or subject to attachment,  garnishment, levy, execution, or
          other  legal or  equitable  process  except as  required  by law.  Any
          attempts by the  Executive  to  anticipate,  alienate,  assign,  sell,
          transfer,  pledge,  or  encumber  the same  shall  be  void.  Payments
          hereunder shall not be considered assets of the Executive in the event
          of insolvency or bankruptcy.

     (i) Change in Control. For purposes of this Agreement,  "Change in Control"
         shall mean:

     (i)  any person (as such term is used in  Section  13(d) of the  Securities
          Exchange  Act of 1934 (the  "Act"),  excluding  (A) those  persons and
          entities  included in the joint  Schedule  13(G) filing filed with the
          Securities  and Exchange  Commission  on February  12,  1999,  and all
          current or future heirs, successors and affiliates to such persons and
          all  trusts or other  entities  established  or  maintained,  or to be
          established or  maintained,  for the benefit of such persons and their
          heirs, successors and affiliates  (collectively,  the "Davis Family"),
          (B) any employee benefit plan or related trust sponsored or maintained
          by the Company, and (C) a corporation or other entity owned,  directly
          or indirectly,  by all or substantially all of the shareholders of the
          Company immediately prior to the transaction in substantially the same
          proportions  as their  ownership of stock of the Company  ("Person")),
          becoming the beneficial owner, directly or indirectly,  of twenty-five
          (25)  percent or more of the  outstanding  voting stock of the Company
          requiring  the filing of a report  with the  Securities  and  Exchange
          Commission under Section 13(d) of the Act; provided, that, at the time
          of  the  acquisition  of  such  beneficial  ownership  interest,  such
          Person's beneficial  ownership interest in the Company exceeds that of
          the Davis Family;

     (ii) consummation of a merger, consolidation, liquidation or dissolution of
          the Company,  or the sale of all or substantially all of the assets of
          the  Company  (a  "Business  Combination"),   in  each  case,  unless,
          following such Business  Combination,  all or substantially all of the
          shareholders  of  the  Company  immediately  prior  to  such  Business
          Combination beneficially own, directly or indirectly,  more than fifty
          (50)  percent of 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  of the
          corporation resulting from such Business Combination; or

     (iii)during any period of 24  consecutive  months,  individuals  who at the
          beginning of such period  constitute  the Board and any new  directors
          whose  election  by  the  Board  or  nomination  for  election  by the
          Company's  shareholders  was  approved  by a vote of a majority of the
          directors  then  still in office  who  either  were  directors  at the
          beginning of the period or whose  election or nomination  for election
          was  previously  so  approved,  cease for any reason to  constitute  a
          majority of the Board.

     (j)  Noncontravention.  The  Company  represents  that the  Company  is not
          prevented  from entering  into, or  performing  this  Agreement by the
          terms  of  any  law,  order,  rule  or  regulation,   its  by-laws  or
          declaration of trust,  or any agreement to which it is a party,  other
          than which would not have a material  adverse  effect on the Company's
          ability to enter into or perform this Agreement.

     (k)  Paragraph and  Subparagraph  Headings.  The paragraph and subparagraph
          headings in this Agreement are for convenience of reference only; they
          form  no  part  of  this   Agreement   and   shall  not   affect   its
          interpretation.


                  IN  WITNESS  WHEREOF,  the  Executive  has  hereunto  set  the
Executive's  hand and,  pursuant to the  authorization of the Board, the Company
has caused this Agreement to be executed, all as of the day and year first above
written.

ATTEST:                                          WINN-DIXIE STORES, INC.


____________________________            By:_____________________________________
Secretary                                            Its


                                                 ALLEN R. ROWLAND


                                          -------------------------------------



                                    EXHIBIT A

                               RELOCATION EXPENSES

The Company  shall  reimburse  the  Executive,  on an after-tax  basis,  for all
relocation  expenses  incurred in connection with  Executive's  move,  including
without limitation,  reasonable  transportation  costs for the Executive and his
family to move to the  Jacksonville,  Florida area (the "Metro Area"),  all real
estate brokerage and related fees, closing costs (including, without limitation,
points),  and legal expenses incurred in connection with the purchase or leasing
of a new home and sale of the Executive's current residence, and the actual cost
of moving the Executive's and his family's  household goods and personal effects
(including, without limitation, storage).

In  addition,  the Company  and the  Executive  shall agree upon an  independent
appraiser  who shall  appraise  the  Executive's  current  residence in Orlando,
Florida  within 30 days of the  Effective  Date (such value as determined by the
appraiser,  the "Appraised Value"). The Executive shall agree to make reasonable
efforts to sell his  current  residence;  provided,  however,  that the  Company
agrees that if the  Executive is unable to sell such  residence by July 1, 2000,
the  Company  shall,  if  requested  by the  Executive,  buy the  house  for the
Appraised Value.

The Company shall reimburse the Executive,  on an after-tax  basis,  the cost of
temporary housing in the Metro Area (not to exceed nine (9) months) suitable for
the Executive  and his family during the period from his family's  relocation to
the Metro Area until the closing  date on the  purchase or lease of the family's
new permanent residence in the Metro Area.

</TEXT>
</DOCUMENT>
