WINN DIXIE STORES INC
STOCK PLAN FOR DIRECTORS
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>STOCK PLAN FOR DIRECTORS
<TEXT>




                                                                    Exhibit 10.8



                             Winn-Dixie Stores, Inc.
                            Stock Plan for Directors



Article 1. Purpose

     The purpose of the  Winn-Dixie  Stores,  Inc. Stock Plan for Directors (the
"Plan") is to further the success of Winn-Dixie Stores,  Inc. (the "Company") by
making  available  shares of  common  stock of the  Company  to  members  of the
Company's  board of directors  (the  "Board"),  to attract and retain persons of
ability,  to motivate and reward  directors for their  service on the Board,  to
encourage directors to exert their best efforts on behalf of the Company, and to
further  opportunities  for  stock  ownership  by such  individuals  in order to
increase their proprietary  interest in the Company.  The Plan provides both for
the direct grant of shares of Company  common stock and for the grant of options
to purchase such shares.

Article 2. Definitions

     For purposes of the Plan,  the  following  terms shall have the  definition
attributed  to  them,  unless  another  definition  is  clearly  indicated  by a
particular usage and context.

     2.1  Award  means an Option or a direct  award of  Shares  pursuant  to the
          Plan.

     2.2  Board means the Company's Board of Directors.

     2.3  Code means the Internal Revenue Code of 1986, as amended.

     2.4  Committee means the committee of at least two persons appointed by the
          Board, each of whom shall be an outside director of the Company.

     2.5  Company means Winn-Dixie Stores, Inc., and its successors and assigns.

     2.6  Eligible Person means a director who is eligible to participate in the
          Plan, as set forth in Article 5 herein.

     2.7  Fair Market  Value means,  as of any date,  the fair market value of a
          Share, as determined by the Committee in good faith.

     2.8  Nonqualified  Stock  Option  means any Option  granted  under the Plan
          which does not qualify as an "incentive stock option," as that term is
          defined in Section 422 of the Code.

     2.9  Option means the right to purchase from the Company a stated number of
          Shares at a specified price.

     2.10 Option  Agreement means an agreement  entered into by and between each
          Optionee  and the Company,  which sets forth the terms and  provisions
          applicable to the Optionee's Option.

     2.11 Optionee  means an individual who has been awarded an Option under the
          Plan.

     2.12 Option  Exercise Price means the price at which a Share  underlying an
          Option may be purchased, as set forth in the Option Agreement.

     2.13 Optioned Shares means Shares subject to outstanding Options.

     2.14 Plan means the Winn-Dixie Stores, Inc. Stock Plan for Directors.

     2.15 Share  means one  share,  $1.00  par  value,  of  common  stock of the
          Company.

Article 3. Administration

     3.1  The Committee. The Plan shall be administered by the Committee.


     3.2  Authority of the Committee. The Committee shall have full power except
          as limited by law, the Articles of  Incorporation or the Bylaws of the
          Company,  subject to such other restricting  limitations or directions
          as may be imposed by the Board and subject to the  provisions  herein,
          to grant Awards; to determine the terms and conditions of such Awards;
          to construe and  interpret  the Plan and any  agreement or  instrument
          entered into under the Plan;  to  establish,  amend or waive rules and
          regulations  for  the  Plan's  administration;  and  (subject  to  the
          provisions  of Article 8 herein) to amend the terms and  conditions of
          any  outstanding  Awards  and/or  Option  Agreements.   Further,   the
          Committee shall make all other determinations that may be necessary or
          advisable for the administration of the Plan. As permitted by law, the
          Committee may delegate its  authorities  as identified  hereunder.  No
          member of the Board or the  Committee  shall be liable for any action,
          inaction or determination  made in good faith with respect to the Plan
          or any Award granted under the Plan.

     3.3  Restrictions  on  Distribution  of Shares  and Share  Transferability.
          Notwithstanding  any other  provision of the Plan,  the Company  shall
          have no  obligation  to deliver any Shares  under the Plan unless such
          delivery would comply with all applicable laws (including,  but not by
          way of  limitation,  the  Securities Act of 1933 (the "1933 Act")) and
          applicable  requirements of any securities  exchange or similar entity
          and unless the Award  recipient's tax  obligations,  if any, have been
          satisfied  pursuant to Article 9. The Committee may require each Award
          recipient acquiring Shares pursuant to an Option or direct Share award
          to  represent  to and agree with the Company in writing that he or she
          is acquiring the Shares without a view to  distribution  thereof.  The
          Committee may impose such restrictions on any Shares acquired pursuant
          to Awards under the Plan as it may deem advisable,  including, without
          limitation,  restrictions to comply with applicable Federal securities
          laws, with the requirements of any stock exchange or market upon which
          such  Shares are then  listed  and/or  traded and with any blue sky or
          state securities laws applicable to such Shares.

     3.4  Decisions  Binding.  All  determinations  and  decisions  made  by the
          Committee  pursuant  to the  provisions  of the Plan  and all  related
          orders or  resolutions  of the Board  shall be final,  conclusive  and
          binding on all  persons,  including  the  Company,  its  shareholders,
          Optionees and their estates and beneficiaries.

     3.5  Costs. The Company shall pay all costs of  administration of the Plan.


Article 4. Shares Subject to Plan

     4.1  Number of Shares. Subject to Section 4.2, the maximum number of Shares
          available  for  Awards  under  the  Plan  shall  be  500,000.   Shares
          underlying  lapsed  or  forfeited  Options  may be  reused  for  other
          Options. Shares granted pursuant to the Plan may be (a) authorized but
          unissued  Shares of common stock,  or (b) issued Shares  reacquired by
          the Company at any time.

     4.2  Adjustments  in  Authorized  Shares and  Options.  In the event of any
          merger, reorganization, consolidation, recapitalization,  liquidation,
          stock dividend,  split-up, spin-off, stock split, reverse stock split,
          share  combination,  share  exchange or other change in the  corporate
          structure of the Company  affecting the Shares,  such adjustment shall
          be made in the number and class of Shares that may be delivered  under
          the  Plan,  the  number  and class of shares  subject  to  outstanding
          Options and an Option's  Exercise  Price,  as may be  determined to be
          appropriate and equitable by the Committee, in its sole discretion, to
          prevent dilution or enlargement of rights.

Article 5. Participation

         Persons eligible to participate in the Plan and to receive Awards under
the Plan  ("Eligible  Persons")  include  all outside  directors  serving on the
Board.

Article 6. Terms and Conditions of Direct Awards of Shares

         Subject  to the terms and  conditions  of the  Plan,  direct  awards of
Shares may be made to an Eligible  Person at any time and from time to time,  as
shall  be  determined  by the  Committee.  The  Committee  shall  have  complete
discretion  in  determining  the number of Shares to be awarded to each Eligible
Person and, consistent with the provisions of the Plan, in determining the terms
and conditions, if any, pertaining to such Share awards.

Article 7. Terms and Conditions of Options

     7.1  Grant of  Options.  Subject to the terms and  conditions  of the Plan,
          Options may be granted to an Eligible Person at any time and from time
          to time, as shall be determined by the Committee.  The Committee shall
          have complete  discretion in determining  the number of Shares subject
          to Options  granted to each Eligible  Person and,  consistent with the
          provisions  of the Plan,  in  determining  the  terms  and  conditions
          pertaining  to such Options.  Options  granted under the Plan shall be
          Nonqualified  Stock Options.

     7.2  Option  Agreement.  Each Option  grant shall be evidenced by an Option
          Agreement,  which shall specify the Option Exercise Price, the term of
          the  Option,  the number of Shares to which the Option  pertains,  the
          vesting  schedules  of  Options,  and  such  other  provisions  as the
          Committee shall determine.

     7.3  Exercise of and Payment for Options.

          (a)  Options granted under the Plan shall be exercisable at such times
               and shall be subject to such  restrictions  and conditions as the
               Committee  shall  determine.  Options  shall be  exercised by the
               delivery of a written notice of exercise to the Company,  setting
               forth the number of Shares with respect to which the Option is to
               be exercised,  accompanied  by provision for full payment for the
               Shares.

          (b)  The Option  Exercise Price shall be payable in such manner as may
               be  deemed  permissible  by  the  Committee  from  time  to  time
               (provided such manner of payment is permitted by applicable  law)
               including,  but  not  limited  to,  payment  (i) in  cash  or its
               equivalent,  and (ii) by  tendering  previously  acquired  Shares
               having an  aggregate  Fair  Market  Value at the time of exercise
               equal to the total Option  Exercise  Price  (provided such Shares
               have been held by the Optionee  for the period of time  specified
               by the Committee prior to tender).

7.4 Termination.

          (a)  Each  Option  Agreement  shall set forth the  extent to which the
               Optionee  shall have the right to exercise  the Option  following
               termination  of  the  Optionee's   service  on  the  Board.  Such
               provisions  shall be  determined  in the sole  discretion  of the
               Committee  (subject to applicable  law), shall be included in the
               Option  Agreement,  need not be uniform among all Options granted
               pursuant  to  the  Plan  or  among  Optionees,  and  may  reflect
               distinctions based on the reasons for termination.

          (b)  Notwithstanding  the foregoing,  unless provided  otherwise in an
               Optionee's  Option  Agreement,  and  subject  to the  Committee's
               discretion to determine otherwise at any time, each Option or any
               portion of an Option shall expire on the earliest of (i) the full
               exercise of the Option,  (ii) the expiration of the Option's term
               (as set forth in the Option  Agreement),  (iii)  three (3) months
               following the date of  termination  of service on the Board for a
               reason other than the Optionee's  death or  Disability,  provided
               the  Option  was  vested  and  exercisable  on the  date  of such
               termination; and (iv) one (1) year following the Optionee's death
               or Disability,  provided the Option was vested and exercisable on
               the date of the Optionee's death or Disability.

          (c)  Unless provided otherwise in an Optionee's Option Agreement,  and
               subject to the Committee's  discretion to determine  otherwise at
               any time, if the Optionee's  services on the Board are terminated
               for any reason,  any Option held by such Optionee,  to the extent
               unvested, shall immediately terminate.

7.5  Transferability  of  Options.   Except  as  otherwise   determined  by  the
     Committee,  all  Options  granted  to an  Optionee  under the Plan shall be
     exercisable  during the Optionee's  lifetime only by such Optionee,  and no
     Option granted under the Plan may be sold, transferred,  pledged, assigned,
     or otherwise  alienated or hypothecated,  other than by will or by the laws
     of descent and distribution.

7.6  Option  Exercise  Price.  Each  Option's  Option  Exercise  Price  shall be
     determined    in    the    sole     discretion     of    the     Committee.

7.7  Rights as a Shareholder.  Except as otherwise  required by this Plan or the
     terms of an  Option  Agreement,  an  Optionee  shall  have no  rights  as a
     shareholder  with  respect  to any  Optioned  Shares  until the date of the
     issuance of a stock certificate to the Optionee for such Shares.

7.8  Other Provisions.  Options  authorized under the Plan may contain any other
     provisions  or  restrictions  as the  Committee  in its sole  and  absolute
     discretion  shall deem  advisable.  The Company may place such  restrictive
     legends on stock certificates  representing  Shares as the Company,  in its
     sole  discretion,  deems  necessary or appropriate to reflect  restrictions
     under the securities laws or this Plan.

Article 8. Rights of Optionees

8.1  Rights to  Continue  Service on Board.  Nothing in the Plan or in an Option
     Agreement shall confer or guarantee upon any Plan  participant any right to
     continue to serve as a director of the Board.

8.2  Participation.  No  Eligible  Person  shall be  guaranteed  the right to be
     selected to receive an Award under the Plan,  or,  having been so selected,
     to receive future Awards.

Article 9. Alteration, Amendment, Suspension and Termination

9.1  Alteration,  Amendment,  Suspension and Termination.  The Board may, at any
     time and from time to time, alter, amend,  suspend or terminate the Plan in
     whole or in part.

9.2  Options  Previously  Granted.  No  alteration,   amendment,  suspension  or
     termination  of the Plan shall  adversely  affect in any  material  way any
     Option previously granted under the Plan without the written consent of the
     Optionee holding such Option, unless alteration,  amendment,  suspension or
     termination  is required by  applicable  law.  For purposes of this Section
     9.2, an  adjustment  made in good faith  pursuant to Article 4 hereof shall
     not be deemed to have  adversely  affected  an  Option  previously  granted
     hereunder.

Article 10. Withholding

     If applicable,  the Company shall have the power and the right to deduct or
withhold,  or require an Optionee to remit to the Company,  an amount (including
any Shares withheld as provided in the following sentence) sufficient to satisfy
Federal, state and local taxes required by law to be withheld with respect to an
Award. Award recipients may elect to satisfy withholding  obligations,  in whole
or in part, by tendering  Shares or, if agreed to by the Company,  by having the
Company  withhold  Shares  having  a Fair  Market  Value  equal  to the  minimum
statutory  total  tax  which  could  be  imposed  on the  transaction.  All such
elections  shall  be  irrevocable,  made in  writing  and  signed  by the  Award
recipient.

Article 11. Effective Date

     The Plan shall become effective as of October 4, 2000.

Article 12. Successors

     This Plan and  obligations  of the Company  under the Plan with  respect to
Awards  granted  hereunder  shall be binding on any  successor  to the  Company,
whether the  existence  of such  successor is the result of a direct or indirect
purchase, merger, consolidation,  share exchange, or other transaction involving
all or substantially all of the business and/or assets of the Company.

Article 13. Legal Construction

13.1 Gender and Number.  Except where  otherwise  indicated by the context,  any
     masculine  term used herein also shall  include  the  feminine,  the plural
     shall include the singular and the singular shall include the plural.

13.2 Severability.  In the event any provision of the Plan shall be held illegal
     or invalid for any reason,  the  illegality or invalidity  shall not affect
     the  remaining  parts of the  Plan,  and the Plan  shall be  construed  and
     enforced as if the illegal or invalid provision had not been included.

13.3 Requirements  of Law.  The  granting of Options and the  issuance of Shares
     under  the  Plan  shall  be  subject  to all  applicable  laws,  rules  and
     regulations, and to such approvals by any governmental agencies or national
     securities exchanges as may be required.

13.4 Governing  Law. To the extent not  preempted by Federal law, the Plan,  and
     all  agreements  hereunder,  shall be construed  in  accordance  with,  and
     governed by, the laws of the State of Florida.

13.5 Headings  Not Part of Plan.  Headings of Sections  hereof are  inserted for
     convenience   and   reference   only;   they   do   not   constitute   part
     of the Plan.

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</DOCUMENT>
