Winn-Dixie Stores (WINN)

RECITALS

A. The Company has adopted and approved the Winn-Dixie Stores, Inc. Equity Incentive Plan (the “Plan”), a copy of which is attached to this Agreement; and

B. The Committee appointed to administer the Plan has determined that Grantee is eligible to participate in the Plan and that it would be to the advantage and best interest of the Company and its stockholders to grant the award of Restricted Stock Units (as defined below) provided for herein to Grantee; and

C. This Agreement is prepared in conjunction with and under the terms of the Plan. Terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan; and

D. Grantee has accepted the grant of the Restricted Stock Units and agreed to the terms and conditions hereinafter stated.

RECITALS

A. The Company has adopted and approved the Winn-Dixie Stores, Inc. Equity Incentive Plan (the “Plan”), a copy of which is attached to this Agreement; and

B. The Committee appointed to administer the Plan has determined that Optionee is eligible to participate in the Plan and that it would be to the advantage and best interest of the Company and its stockholders to grant the Option provided for herein to Optionee; and

C. This Agreement is prepared in conjunction with and under the terms of the Plan. Terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan; and

D. Optionee has accepted the grant of the Option and agreed to the terms and conditions hereinafter stated.

RECITALS

A. On June 29, 2006, the Debtors filed the Joint Plan of Reorganization of Winn-Dixie Stores, Inc. and Affiliated Debtors (as subsequently amended, modified, or supplemented, the “Plan”) and a related disclosure statement (the “Disclosure Statement”).²

B. On August 4, 2006, this Court entered an order approving the Disclosure Statement as containing adequate information within the meaning of Bankruptcy Code section 1125(a).

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C. Following the hearing to approve the Disclosure Statement held on August 4, 2006 (the “Disclosure Statement Hearing”), the Court entered an order, among other things, (i) determining the dates, procedures, and forms applicable to the solicitation process, (ii) establishing tabulation procedures, and (iii) establishing the objection deadline and scheduling the hearing to consider confirmation of the Plan (the “Solicitation Procedures Order”).

D. As set forth in the certifications of Kathleen M. Logan, the President and CEO of Logan & Company, Inc. (“Logan”), the Debtors’ solicitation and tabulation agent, the confirmation hearing notice, the Disclosure Statement, the Plan, the Debtors’ and the Creditors Committee’s approved solicitation letters, and the appropriate ballots (or, in the case of non-voting holders of claims or non-voting Classes, the appropriate notice) (collectively, the “Solicitation Package”) were transmitted to all holders of Claims in Classes that will receive distributions under the Plan, and holders of Claims and Interests in Classes 18 through 21 were mailed a notice of deemed rejecting status as required by the Solicitation Procedures Order.

E. On or about August 11, 2006, the confirmation hearing notice was published in 18 newspapers, as set forth in the publication notice filed.

F. The Debtors filed with the Court the Plan Supplement, dated October 3, 2006, containing certain documents and other information related to the Plan, as provided in Section 12.18 of the Plan.

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G. On October 9, 2006, the Debtors filed the declaration of Kathleen M. Logan certifying the results of the ballot and master ballot tabulation for the Classes of Claims voting to accept or reject the Plan, and on October 12, the Debtors filed the amended declaration of Kathleen M. Logan (the “Logan Tabulation Declaration”) certifying the results of the ballot and master ballot tabulation.

H. On October 10, 2006, the Debtors filed their Memorandum in Response to Objections to Confirmation of Joint Plan of Reorganization of Winn-Dixie Stores, Inc. and Affiliated Debtors (the “Confirmation Memorandum”).

I. The Court held a hearing on October 13, 2006 (the “Confirmation Hearing”) to consider confirmation of the Plan.

NOW, THEREFORE, based upon the Court’s review of, among other things, the Plan, the Plan Supplement, the Disclosure Statement, the Solicitation Procedures Order, the Logan Tabulation Declaration, the Confirmation Memorandum, all of the evidence proffered or adduced at, the objections filed in connection with, and the arguments of counsel made at, the Confirmation Hearing; and upon the record of the Disclosure Statement Hearing, the Confirmation Hearing and all prior proceedings in this Chapter 11 Case; and after due deliberation; and good cause appearing:

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RECITALS

A. On June 29, 2006, the Debtors filed the Joint Plan of Reorganization of Winn-Dixie Stores, Inc. and Affiliated Debtors (as subsequently amended, modified, or supplemented, the “Plan”) and a related disclosure statement (the “Disclosure Statement”).²

B. On August 4, 2006, this Court entered an order approving the Disclosure Statement as containing adequate information within the meaning of Bankruptcy Code section 1125(a).

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C. Following the hearing to approve the Disclosure Statement held on August 4, 2006 (the “Disclosure Statement Hearing”), the Court entered an order, among other things, (i) determining the dates, procedures, and forms applicable to the solicitation process, (ii) establishing tabulation procedures, and (iii) establishing the objection deadline and scheduling the hearing to consider confirmation of the Plan (the “Solicitation Procedures Order”).

D. As set forth in the certifications of Kathleen M. Logan, the President and CEO of Logan & Company, Inc. (“Logan”), the Debtors’ solicitation and tabulation agent, the confirmation hearing notice, the Disclosure Statement, the Plan, the Debtors’ and the Creditors Committee’s approved solicitation letters, and the appropriate ballots (or, in the case of non-voting holders of claims or non-voting Classes, the appropriate notice) (collectively, the “Solicitation Package”) were transmitted to all holders of Claims in Classes that will receive distributions under the Plan, and holders of Claims and Interests in Classes 18 through 21 were mailed a notice of deemed rejecting status as required by the Solicitation Procedures Order.

E. On or about August 11, 2006, the confirmation hearing notice was published in 18 newspapers, as set forth in the publication notice filed.

F. The Debtors filed with the Court the Plan Supplement, dated October 3, 2006, containing certain documents and other information related to the Plan, as provided in Section 12.18 of the Plan.

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G. On October 9, 2006, the Debtors filed the declaration of Kathleen M. Logan certifying the results of the ballot and master ballot tabulation for the Classes of Claims voting to accept or reject the Plan, and on October 12, the Debtors filed the amended declaration of Kathleen M. Logan (the “Logan Tabulation Declaration”) certifying the results of the ballot and master ballot tabulation.

H. On October 10, 2006, the Debtors filed their Memorandum in Response to Objections to Confirmation of Joint Plan of Reorganization of Winn-Dixie Stores, Inc. and Affiliated Debtors (the “Confirmation Memorandum”).

I. The Court held a hearing on October 13, 2006 (the “Confirmation Hearing”) to consider confirmation of the Plan.

NOW, THEREFORE, based upon the Court’s review of, among other things, the Plan, the Plan Supplement, the Disclosure Statement, the Solicitation Procedures Order, the Logan Tabulation Declaration, the Confirmation Memorandum, all of the evidence proffered or adduced at, the objections filed in connection with, and the arguments of counsel made at, the Confirmation Hearing; and upon the record of the Disclosure Statement Hearing, the Confirmation Hearing and all prior proceedings in this Chapter 11 Case; and after due deliberation; and good cause appearing:

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RECITALS

1. Executive commenced his tenure as Director, President and Chief Executive Officer of Winn-Dixie on or about June 26, 2003.

2. From the period April 22, 2002, through June 25, 2003, Executive served as the Chief Operating Officer of Winn-Dixie.

3. Winn-Dixie terminated Executive without cause as President and Chief Executive Officer effective December 9, 2004.

4. Executive acknowledges that in order to receive the consideration specified herein, he must execute this Agreement and return it to Winn-Dixie’s Legal Department, Attention: Larry Appel, Esq., Senior Vice President, General Counsel, and Corporate Secretary.

5. Executive acknowledges that some of the benefits he has elected to receive by executing and returning this Agreement are in excess of those he would have received from Winn-Dixie if he had not elected to execute and return this Agreement. Executive further acknowledges that some of the benefits he will receive as a result of executing this Agreement are not something he would have been entitled absent execution of this Agreement.

Frank Lazaran _____

Winn-Dixie Stores, Inc. _____

Frank Lazaran/Winn-Dixie Stores, Inc.

Separation and Release Agreement

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6. Executive and Winn-Dixie seek to protect Winn-Dixie against unfair competition and its investment in its workforce.

7. Winn-Dixie warrants and represents that as of the Effective Date Winn-Dixie is solvent within the meaning of the Federal Bankruptcy Act. Winn-Dixie and Executive acknowledge, on behalf of themselves and their successors, assigns, and anyone acting on their behalf, that the exchange of promises and payments hereunder represents a contemporaneous exchange of value, the adequacy and sufficiency of which is hereby acknowledged.

8. Except as provided below, Executive and Winn-Dixie, each desire to settle, fully and finally, all claims, known or otherwise, that either could have asserted against the other based on Executive’s employment relationship and his termination therefrom.

THEREFORE, in consideration of the mutual promises set forth in this Agreement, Executive and Winn-Dixie agree as follows: