10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-K

(Mark One)

x FOR ANNUAL REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 25, 2003

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number 1-3657

WINN-DIXIE STORES, INC.

(Exact name of registrant as specified in its charter)

Florida	59-0514290
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
5050 Edgewood Court, Jacksonville, Florida	32254-3699
(Address of principal executive offices)	(Zip Code)

(904) 783-5000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock Par Value $1.00 Per Share	New York Stock Exchange
8.875% Senior Notes due 2008	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  þ  No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2)  Yes  þ  No  ¨.

The aggregate market value of the common stock held by non-affiliates of the registrant, based upon the closing sale price of common stock on January 8, 2003, as reported on the New York Stock Exchange was approximately $1,262,463,692.

As of August 1, 2003, registrant had outstanding 140,819,913 shares of common stock.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the registrant’s Proxy Statement for the 2003 Annual Meeting of Shareholders are incorporated by reference in Part III hereof.

WINN DIXIE STORES, INC.

ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED JUNE 25, 2003

TABLE OF CONTENTS

		Page Number
PART I
Item 1.	Business	1
Item 2.	Properties	7
Item 3.	Legal Proceedings	7
Item 4.	Submission of Matters to a Vote of Security Holders	7
PART II
Item 5.	Market for the Registrant’s Common Equity and Related Stockholder Matters	8
Item 6.	Selected Financial Data	9
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 8.	Financial Statements and Supplementary Data	23
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	62
Item 9A.	Controls and Procedures	62
PART III
Item 10.	Directors and Executive Officers of the Registrant	63
Item 11.	Executive Compensation	65
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	65
Item 13.	Certain Relationships and Related Transactions	66
Item 14.	Principal Accountant Fees and Services	66
PART IV
Item 15.	Exhibits, Financial Statement Schedules and Reports on Form 8-K	67
Signatures		72

PART I

ITEM 1: BUSINESS

General:

Winn-Dixie Stores, Inc. (the “Company”) is a major food and drug retailer operating in 12 states in the southeastern United States and the Bahama Islands. According to published reports of sales at June 25, 2003, the Company is one of the largest food retailers and supermarket chains in the southeastern region of the United States.

As of June 25, 2003, the Company, directly or through subsidiaries, operated 1,073 supermarkets. As of June 25, 2003, 33 of the supermarkets had fuel centers and 44 had separate liquor stores. Supermarkets are generally operated under one of the Company’s two formats: combination food and drug stores or grocery warehouse stores. The Company operates stores under several banners that have strong local ties and brand recognition. The Winn-Dixie, Marketplace, Thriftway and City Markets banners are utilized in the combination food and drug store format. The Save Rite and Sack & Save banners represent the grocery warehouse format.

Store locations:

	Total	Winn- Dixie	Market- place	Thrift- way	Save Rite	Sack & Save	City Markets
Florida	439	57	373	—	9	—	—
Alabama	117	42	75	—	—	—	—
North Carolina	107	50	57	—	—	—	—
Georgia	97	3	51	—	43	—	—
Louisiana	79	19	60	—	—	—	—
Mississippi	65	41	16	—	3	5	—
South Carolina	60	22	38	—	—	—	—
Kentucky	40	6	29	5	—	—	—
Virginia	28	10	18	—	—	—	—
Ohio	16	—	—	16	—	—	—
Bahamas	12	3	—	—	—	—	9
Tennessee	12	4	8	—	—	—	—
Indiana	1	—	1	—	—	—	—
	1,073	257	726	21	55	5	9

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Store and Other Data:

	2003	2002	2001	2000	1999
Stores
In operation at fiscal year-end	1,073	1,073	1,153	1,079	1,188
Opened and acquired during year	13	5	94	34	79
Closed or sold during year	13	85	20	143	59
Enlarged or remodeled during year	62	29	11	42	64
New/acquired/enlarged/remodeled in last five years	433	578	706	790	908
Percent to total stores in operation	40.4	53.9	61.2	73.2	76.4
Year-end retail square footage (in millions)	47.6	47.5	51.1	48.1	52.0
Average store size at fiscal year-end (in thousands)	44.4	44.2	44.3	44.6	43.7
Other Data
Associates (in thousands)	99	113	119	120	132
Full time (in thousands)	40	42	46	53	57
Part time (in thousands)	59	71	73	67	75

Segments:

The Company has determined that its operations are within one reportable segment. Accordingly, financial information on segments is omitted.

Strategy:

The Company’s strategic vision is to be the best supermarket in every neighborhood in which we operate, offering the best value, freshest products and outstanding customer service every day, while enhancing shareholder value. The Company plans to achieve this vision by effectively executing several key initiatives including: aligning stores and customers, strengthening superior customer relationships, leveraging operations and support and improving technology and process.

Marketing:

The Company utilizes all forms of mass media and selected forms of highly targeted media for its retail advertising. The Company also incorporates major sponsorships into the marketing plan, such as sponsorship of the Jacksonville Jaguars, the Tampa Bay Buccaneers, the Super Bowl and others. Marketing campaigns are executed on both a national and local basis and are often tailored to individual markets and customer demographics.

In fiscal 2002, the Customer Reward Card was introduced which generates data on customer buying preferences and enables the Company to better focus marketing programs on customer demands and to target individual customers with special offers.

Other marketing initiatives include acting to ensure that appropriate stores’ merchandising mix includes grocery items, such as specialty lines of produce and meat products, and continuing to remodel certain Winn-Dixie stores. Sixty-two older stores were remodeled last year with improved lighting, a contemporary color palette and attractive interior architectural changes.

2

Information Technology:

The Company has made significant investments in technology and information systems in order to drive sales growth, improve operating efficiency and support the overall business strategy. During fiscal year 2003, the Company invested in a new buying and billing system, a perpetual inventory and pricing system, labor management systems, the enterprise data warehouse and continued its development of the Customer Reward Card program.

In 2003, the Company began the process of implementing a labor scheduling system available to store management. The system is intended to enable management to schedule the right associates at the right time of the day in order to best meet the customers’ needs.

In 2003, the Company began to equip the truck fleet with onboard computers that use a Global Positioning System to provide direct communication with drivers. This technology allows the Company to effectively route store deliveries while closely monitoring truck mileage and expenses. When fully implemented next year, the system is expected to reduce driver expenses.

In fiscal 2002, the Company implemented the Customer Reward Card which provides shoppers with ongoing benefits and incentives, while providing us with invaluable data on their buying preferences. That information is used to focus marketing programs and to develop product categories and assortments in each store tailored to the needs of each community. In addition, the Customer Reward Card program strengthens customer loyalty by targeting individual customers with special offers.

In addition, the Company has developed several new online programs that enhance customer service. In fiscal 2003, an online pharmacy program for customers to access the Winn-Dixie pharmacy services was introduced. In fiscal 2002, Party ONline, an online ordering service to assist customers with planning parties during the busy holiday season was introduced. The website also features fresh flowers from FTD, the world’s largest floral company as well as Express Special Purchase (ESP) which provides customers access to thousands of foods and other products not commonly found in local stores.

Competition:

The Company generally competes on a basis of location, product quality, service, price, convenience, product variety and store condition. The number and type of competitors vary by location and competitive position varies according to the individual markets in which the Company operates.

The supermarket industry is highly and increasingly competitive and generally characterized by high inventory turnover and narrow profit margins. The Company competes directly with national, regional and local supermarket chains and independent supermarkets. The Company also competes with non-traditional grocery retailers such as dollar discount stores, drug stores, convenience stores, warehouse club stores, deep discount supercenters and conventional department stores. Beyond grocery retailers, the Company also faces competition from restaurants and fast food chains due to the increasing trend of consumers purchasing and consuming food away from home rather than at home.

3

Seasonality:

Due to the influx of winter residents to the Sunbelt, particularly to Florida, and increased purchases of food items for the Thanksgiving and Christmas holiday seasons, the Company usually experiences an increase in sales during the months of November to April each year. Interruptions to the normal tourism pattern may have a significant impact on this seasonal sales increase.

Suppliers and Raw Materials Sources:

The Company receives the products sold in its stores and the raw materials used in its manufacturing operations from a number of sources. The Company is not dependent on a single or relatively few suppliers. The Company believes that its products and raw materials generally are available in sufficient supply to adequately meet customer demand.

Environmental Matters:

The Company is subject to federal, state and local environmental laws that apply to property ownership, property development and its store operations. The Company may be subject to certain environmental regulations regardless of whether it leases or owns the stores or land or whether environmental conditions were created by the Company, the owner or a prior tenant.

The Company believes that compliance with federal, state and local environmental laws and regulations have not had a material effect on its capital expenditures, earnings and competitive position. The Company is not aware of any environmental condition at any of its properties that could be considered material. However, it is possible that the environmental investigations of its properties might not have revealed all potential environmental liabilities or might have underestimated any potential environmental issues. It is also possible that future environmental laws and regulations or new interpretations of existing environmental laws will impose material environmental liabilities on the Company or that current environmental conditions of properties that the Company owns or operates will be affected adversely by hazardous substances associated with other nearby properties or the actions of third parties unrelated to the Company. The costs of defending any future environmental claims, performing any future environmental remediation, satisfying any environmental liabilities, or responding to changed environmental conditions could materially adversely affect the Company’s financial condition and operating results.

Government Regulation:

The Company is subject to regulation by a number of government agencies including, but not limited to, the U.S. Food and Drug Administration, the U.S. Department of Agriculture, the Occupational Safety and Health Administration and other federal, state and local agencies.

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The Company’s stores also are subject to local laws regarding zoning, land use and alcoholic beverage sales. The Company believes that it is in material compliance with these laws and regulations.

Employees:

On June 25, 2003, the Company employed approximately 99,200 associates, of whom approximately 39,900 were employed on a full-time basis and 59,300 on a part-time basis. The Company considers its employee relations to be good. No employees are covered by a collective bargaining agreement.

Trademarks:

The Company has invested significantly in the development and protection of the Winn-Dixie name. The right to use the Winn-Dixie name is considered to be an important asset. The Company also owns approximately 100 other trademarks registered or pending in the United States Patent and Trademark Office. The Company considers certain of its trademarks to be of material importance to its business and actively defends and enforces such trademarks.

Merchandising:

The Company supplies its stores with its own manufactured products and products purchased through outside vendors. The products are delivered through the Company’s distribution centers, manufacturing facilities and outside suppliers or directly from manufacturers.

The Company has developed a line of nearly 3,000 corporate brand products under a variety of brand names including Arrow, Astor, Deep South, Thrifty Maid, Chek and Superbrand. The Company is in the process of consolidating the number of brand names to four: Winn-Dixie, Winn-Dixie Prestige, Thrifty Maid and Chek. The Company’s line of products includes dairy, pasta, cereal, snacks, and peanut butter, as well as other quality products. The Prestige line of products includes an extensive array of ice creams and high quality meats. The Thrifty Maid line of products includes canned fruits and vegetables. The Chek line of products includes carbonated beverages.

Manufacturing:

The principal function of the Company’s manufacturing operations is to purchase, manufacture and process private label merchandise sold in Company stores. As measured by sales dollars, approximately 50% of the Company’s private label merchandise is manufactured in Company plants and the remainder is purchased from third parties.

The Company utilizes its manufacturing operations to produce and sell products on a wholesale basis in order to maximize production capacity. An insignificant portion of sales is derived from this business.

5

The Company operated the following manufacturing operations at June 25, 2003:

	Total	AL	FL	GA	LA	NC	SC
Milk bottling	6	1	2		1	1	1
Ice cream	2		1				1
Cultured products	1					1
Frozen pizza	1	1
Coffee, tea and spices	1		1
Jams, jellies, mayonnaise, salad dressing, peanut butter and condiments	1			1
Carbonated beverages	1			1
Crackers and cookies	1			1
Meat processing	1		1
Snacks	1			1
Total manufacturing operations	16	2	5	4	1	2	2

The ice cream plants are located in facilities that also contain a milk bottling plant. The carbonated beverage plant is located in the same facility as the jam, jellies and condiment plant.

Distribution:

Each of the Company’s retail operating areas is served by a regional distribution center consisting of one or more facilities. The Company has 15 distribution centers (14 in the United States and one in the Bahamas), which collectively provide the majority of all products to the Company’s stores.

Additional Information:

The Company is a Florida corporation that was incorporated in 1928. The corporate headquarters is located at 5050 Edgewood Court, Jacksonville, Florida 32254-3699. The telephone number is 904-783-5000. The Company’s website located at www.winn-dixie.com provides additional information about the Company. The Company makes available through its website, free of charge, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any amendments. These forms are available as soon as reasonably practicable after they are filed electronically with the SEC. The website address is included throughout this filing only as a textual reference. The information contained on the Company’s website is not incorporated by reference into this Form 10-K.

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ITEM 2: PROPERTIES

Retail Operations:

The Company conducts its retail operations in 11 owned properties and 1,062 leased properties. Each lease provides for a minimum annual rent and certain of these leases require additional rental payments to the extent sales volumes exceed specified amounts.

Manufacturing and Distribution Operations:

The Company conducts its manufacturing operations in six owned facilities and ten leased facilities. The Company owns four of its distribution centers and leases the eleven.

		Retail Stores		Manufacturing Plants		Distribution Centers
	Total	Owned	Leased	Owned	Leased	Owned	Leased
Florida	450	7	432	3	2	1	5
Alabama	120	—	117	1	1	1	—
North Carolina	111	—	107	—	2	—	2
Georgia	102	1	96	2	2	—	1
Louisiana	82	2	77	—	1	1	1
Mississippi	65	—	65	—	—	—	—
South Carolina	63	—	60	—	2	—	1
Kentucky	41	1	39	—	—	1	—
Virginia	28	—	28	—	—	—	—
Ohio	16	—	16	—	—	—	—
Tennessee	12	—	12	—	—	—	—
Indiana	1	—	1	—	—	—	—
Bahamas	13	—	12	—	—	—	1
Total	1,104	11	1,062	6	10	4	11

ITEM 3: LEGAL PROCEEDINGS

The Company is involved in various legal proceedings incidental to its business from time to time, most of which are expected to be covered by liability insurance. While no one can predict the ultimate outcome of any pending or threatened litigation, management believes that any resolution of these proceedings will not have a material adverse effect on the Company’s results of operations or financial condition.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.

7

PART II

ITEM 5: MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company’s common stock is traded on the New York Stock Exchange under the ticker symbol: WIN. The number of holders of record of the Company’s common stock as of June 25, 2003 was 43,345.

The Company’s debt facility limits the amount of dividends that may be paid by the Company. Under this limitation, the Company is able to pay cash dividends in an amount equal to EBITDA (earnings before interest, taxes, depreciation and amortization), calculated for the then most recent four fiscal quarters minus the greater of $140.0 million or Capital Expenditures calculated for the most recent four fiscal quarters.

Quarterly high and low prices of the Company’s common stock and dividends per share are shown below:

	High		Low	Dividends Per Share
2003:
First Quarter	$	17.83	$14.10	$  0.05
Second Quarter	$	16.80	$12.56	$  0.05
Third Quarter	$	16.65	$11.51	$  0.05
Fourth Quarter	$	14.85	$12.30	$  0.05
2002:
First Quarter	$	26.13	$19.63	$  0.17
Second Quarter	$	19.78	$10.50	$0.085
Third Quarter	$	17.36	$11.91	$  0.05
Fourth Quarter	$	20.26	$15.71	$  0.05

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ITEM 6: SELECTED FINANCIAL DATA

	2003			2002		2001		2000		1999*
	Amounts in millions except per share data
Sales
Sales from continuing operations	$	12,168		12,334		12,239		13,004		13,392
Percent (decrease) increase		(1.3	)	0.8		(5.9	)	(2.9	)	4.2
Earnings Summary
Gross profit from continuing operations	$	3,469		3,418		3,297		3,554		3,710
Percent of sales		28.5		27.7		26.9		27.3		27.7
Other operating and administrative expenses from continuing operations	$	3,161		3,052		2,972		3,388		3,376
Percent of sales		26.0		24.7		24.3		26.1		25.2
Net earnings (loss) from continuing operations	$	239		187		77		(213	)	187
Loss from discontinued operations, net of taxes	$	—		(100	)	(32	)	(16	)	(5	)
Net earnings (loss)	$	239		87		45		(229	)	182
Percent of net earnings (loss) to sales		2.0		0.7		0.4		(1.8	)	1.3
Common Stock Data
Earnings (loss) per share from continuing operations:
Basic	$	1.70		1.33		0.55		(1.47	)	1.26
Diluted	$	1.70		1.33		0.55		(1.47	)	1.26
Loss per share from discontinued operations:
Basic	$	—		(0.71	)	(0.23	)	(0.10	)	(0.03	)
Diluted	$	—		(0.71	)	(0.23	)	(0.10	)	(0.03	)
Earnings (loss) per share:
Basic	$	1.70		0.62		0.32		(1.57	)	1.23
Diluted	$	1.70		0.62		0.32		(1.57	)	1.23
Cash Dividends
Dividends paid	$	28		50		143		149		151
Percent of net earnings (loss) from continuing operations		11.7		26.7		186.0		(69.8	)	80.8
Percent of net earnings (loss)		11.7		57.5		315.3		(65.1	)	82.9
Per share (present rate $0.20)	$	0.20		0.36		1.02		1.02		1.02
Financial Data
Cash flow information:
Net cash provided by operating activities	$	385		377		245		743		436
Net cash used in investing activities	$	(209	)	(65	)	(444	)	(196	)	(335	)
Net cash (used in) provided by financing activities	$	(277	)	(205	)	290		(542	)	(100	)
Capital expenditures, net	$	177		84		313		213		334
Depreciation and amortization	$	166		176		184		257		292
Working capital	$	455		530		449		50		285
Current ratio		1.5		1.5		1.4		1.0		1.2
Total current assets	$	1,473		1,638		1,599		1,472		1,798
Long-term debt	$	311		541		697		—		—
Total current liablities	$	1,019		1,109		1,150		1,422		1,513
Long-term debt to equity ratio		0.3		0.7		0.9		—		—
Comprehensive income (loss)	$	237		84		44		(232	)	183
Shareholders’ equity	$	1,029		812		772		868		1,411

* 53 weeks

Note: Discontinued operations consist of the Texas and Oklahoma operations which were exited in 2002.

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ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Fiscal year ended June 25, 2003 (“Fiscal 2003”) compared to Fiscal year ended June 26, 2002 (“Fiscal 2002”)

Net Sales

Net Sales for fiscal 2003 decreased 1.3% to $12.2 billion compared to $12.3 billion in fiscal 2002.

Average store sales, which is an average for all continuing operating stores based on the number of weeks open during the fiscal year, decreased 0.2%. Identical store sales, which include enlargements and exclude the sales from stores that opened and closed during the fiscal year, decreased 0.7%. Comparable store sales, which include replacement stores, decreased 0.7%.

The total store locations for fiscal 2003 remained unchanged compared to fiscal 2002 at 1,073. The Company opened 13 new stores, averaging 45,500 square feet, closed 13 stores, averaging 34,600 square feet and enlarged or remodeled 62 store locations. Retail space as of June 25, 2003 totaled 47.6 million square feet compared to 47.5 million square feet which is relatively flat as compared to June 26, 2002.

During the fourth quarter, identical store sales were negatively impacted by an increase in competitive action through significantly increased promotional activity. Sales were also impacted by increased competition through other channels such as mass merchandisers, supercenters, warehouse club stores, dollar-discount stores and drug stores. Other factors that led to the decline in identical store sales were the overall weakness in the economy and reduced store traffic in operating markets impacted by the decline of tourism and significant military troop deployments.

The Company continues to use the data collected from its Customer Reward Card program to build loyalty and target specific customers through special offers and promotions. Additionally, the Company intends to implement a more aggressive pricing and promotional stance using the Customer Reward Card to deliver savings.

Gross Profit on Sales

Gross profit on sales for fiscal 2003 increased 1.5% to $3.5 billion from $3.4 billion in fiscal 2002. As a percent of sales, gross profit was 28.5% for fiscal 2003 compared to 27.7% for fiscal 2002. The increase in gross profit on sales is due to pricing strategies and promotions, improved supply chain efficiencies and reductions in inventory shrink which was partially offset by decreased retail sales and decreased manufacturing sales to outside customers.

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The improvement in inventory shrink was achieved through better management of the Company’s product from the supplier to the customer. The benefit that was received from inventory shrink reduction in fiscal 2003 compared to fiscal 2002 was $26.5 million.

Gross profit was partially affected by the decrease in sales to retail customers. The affect of the sales decrease on gross profit in fiscal 2003 compared to fiscal 2002 was $47.0 million.

Other Operating and Administrative Expenses

Other operating and administrative expenses for fiscal 2003 increased 3.6% to $3.2 billion compared to $3.1 billion in fiscal 2002. As a percent of sales, other operating and administrative expenses was 26.0% for fiscal 2003 compared to 24.7% for fiscal 2002.

The increase in other operating and administrative expenses is due to the higher cost of settling prior year insurance claims, improving store conditions, costs associated with information technology initiatives, a gain on the sale of facilities recognized in the previous year and contributions to the State of Florida Nonprofit Scholarship Funding Organizations Program.

The Company has taken a proactive approach to settling outstanding insurance claims in the current year by accelerating claims payments to prevent future adverse development. In addition, the Company experienced adverse development related to prior year claims. As a result, current year expense, including the change in the actuarial reserve, increased by $34.8 million over the prior year.

The Company is committed to being the best supermarket in the neighborhood. With this commitment, the Company has increased the spending for items related to appearance and service by $16.0 million in fiscal 2003 as compared to fiscal 2002.

The Company increased spending on professional fees and other related costs associated with the implementation of several information technology initiatives. The improvement in information technology increased current operational efficiency and provided a platform to build on in the future. The increase in spending for fiscal 2003 as compared to fiscal 2002 for these initiatives was $14.2 million.

The Company sold its cheese processing facility in fiscal 2002 for a $12.7 million gain, which reduced other operating and administrative expenses in the prior year.

During fiscal 2003, the Company made contributions totaling $5.0 million to the State of Florida Nonprofit Scholarship Funding Organizations Program for which the Company will receive a tax credit for 100% of the amount of the contribution. Comparable contributions were not made in fiscal 2002.

Bank Agreement Termination Income

Bank agreement termination income of $52.7 million ($34.0 million net of tax, or $0.24 per diluted share) for fiscal 2003 resulted from Canadian Imperial Bank of Commerce

11

“CIBC”) terminating its in-store bank agreement with the Company. The Company was paid $60.0 million and was responsible for the costs associated with the de-installation of the in-store Marketplace Bank locations and other related costs, totaling approximately $7.3 million. Sub-lease income, a component of other operating and administrative expenses, decreased by $8.4 million ($5.4 million net of tax, or $0.04 per diluted share) in fiscal 2003 as compared to fiscal 2002 due to the termination. The net impact on pre-tax profit for fiscal 2003 was an increase of $44.3 million ($28.6 million net of tax, or $0.20 per diluted share).

Interest Expense

Interest expense for fiscal 2003 decreased 34.3% to $40.4 million from $61.6 million in fiscal 2002. The decrease was due to the decrease in average debt outstanding and lower average interest rates paid on debt. This decrease was partially offset by $6.4 million of debt issue costs and $7.5 million to unwind interest rate swaps which were charged to interest expense related to the early extinguishment of the six-year term loan during fiscal 2003. In fiscal 2002, interest expense was impacted by $3.8 million of debt issue costs related to the early extinguishment of debt.

Earnings From Continuing Operations Before Income Taxes

Earnings from continuing operations before income taxes increased 5.3% to $320.6 million from $304.4 million in fiscal 2002. The increase was due primarily to the bank agreement termination income of $52.7 million in fiscal 2003.

Income Taxes

The combined federal and state effective income tax rate decreased to 25.4% for fiscal 2003 from 34.0% (includes benefit from discontinued operations) for fiscal 2002. The decrease in fiscal 2003 is primarily due to the reversal of $28.0 million in tax reserves related to the settlement of company-owned life insurance issues, a tax credit benefit from scholarship contributions and the resolution of other tax issues.

Net Earnings From Continuing Operations

Net earnings from continuing operations increased 27.8% to $239.2 million, or $1.70 per diluted share for fiscal 2003 from $187.2 million, or $1.33 per diluted share for fiscal 2002.

Fiscal year ended June 26, 2002 (“Fiscal 2002”) compared to Fiscal year ended June 27, 2001 (“Fiscal 2001”)

Net Sales

Net Sales for fiscal 2002 increased 0.8% to $12.3 billion from $12.2 billion in fiscal 2001.

Average store sales, which is an average for all continuing operating stores based on the number of weeks open during the fiscal year, decreased 3.0% from fiscal 2001. Identical store sales, which include enlargements and exclude the sales from stores that opened and closed

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during the fiscal year, decreased 2.5%. Comparable store sales, which include replacement stores, decreased 2.3% from fiscal 2001.

Identical store sales improved during fiscal 2002 as a result of a new marketing effort and the positive impact of the conversion of 41 locations to the Save Rite Grocery Warehouse concept. As part of the new marketing effort, the Company introduced a Customer Reward Card program which allows the customer to receive ongoing benefits that include merchandise discounts, sweepstakes entries, notification of special events, participation in specialty merchandise clubs, discounts on services provided by select marketing partners and other special incentives.

The Company opened five new stores, averaging 45,900 square feet, closed 85 stores, averaging 45,100 square feet and enlarged or remodeled 29 store locations. Total retail space as of June 26, 2002 totaled 47.5 million a decrease of 7.0% as compared to June 26, 2001. The 85 store closings included 76 stores associated with the exiting of the Texas and Oklahoma operations.

Gross Profit on Sales

Gross profit on sales for fiscal 2002 increased 3.7% to $3.4 billion from $3.3 billion in fiscal 2001. As a percent of sales, gross profit on sales was 27.7% for fiscal 2002 compared to 26.9% for fiscal 2001. The increase is due to a change in the product sales mix and improvements in procurement. The increase was partially offset by the increase in sales markdowns associated with the Customer Reward Card program and merchandise losses and markdown discounts incurred during the transition of 41 locations to the Save Rite Grocery Warehouse format. Continued improvements in gross profit are anticipated through enhanced procurement practices and promotional activities as well as shrink reduction initiatives. The amount retained through improvements in gross profit margin and not passed on to the customer is determined by competitive activity.

Other Operating and Administrative Expenses

Other operating and administrative expenses for fiscal 2002 increased 2.7% to $3.1 billion from $3.0 billion in fiscal 2001. As a percent of sales, other operating and administrative expenses was 24.7% for fiscal 2002 compared to 24.3% for fiscal 2001. The increase is due to increased retail and administrative expenses, such as rent, salaries and supplies associated with the operation of 77 additional stores acquired during fiscal 2001. The change in operating and administrative expenses from continuing operations for the 77 additional stores totaled approximately $60.7 million.

Interest Expense

Interest expense for fiscal 2002 increased 16.6% to $61.6 million from $52.8 million in fiscal 2001. The increase is due to the $3.8 million of debt issuance costs charged to interest expense related to the early pay down of a portion of the six-year term loan during fiscal 2002 as well as higher average debt outstanding and higher average interest paid on debt.

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Earnings From Continuing Operations Before Income Taxes

Earnings from continuing operations before income taxes for fiscal 2002 increased to $304.4 million from $124.8 million in fiscal 2001. The increase is due primarily to the restructuring costs of $147.2 million incurred in fiscal 2001.

Income Taxes

The combined federal and state effective income tax rate applied to continuing operations was unchanged at 38.5% for fiscal 2002 and fiscal 2001.

Net Earnings From Continuing Operations

Net earnings from continuing operations increased to $187.2 million, or $1.33 per diluted share for fiscal 2002 from $76.8 million, or $.55 per diluted share for fiscal 2001.

Discontinued Operations

On May 6, 2002, the Company announced plans to exit its Texas and Oklahoma operations, which consisted of 76 stores, a distribution center and a dairy plant. The decision resulted from continued losses and a reduction of market share. Under SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Texas and Oklahoma operations are defined as components of the Company. Accordingly, the operating results from current and prior periods are reported as discontinued operations on the Consolidated Statements of Operations.

The pre-tax loss from discontinued operations was $46.4 million for fiscal 2002. The pre-tax loss on disposal of discontinued operations of $126.4 million for 2002 includes employee termination costs, lease termination costs, asset impairments, travel costs and capital asset and inventory disposal costs related to this exit.

Income tax benefit from discontinued operations was $72.5 million and $19.7 million in fiscal 2002 and 2001, respectively. The federal and state income tax rates related to discontinued operations was 41.9% for fiscal 2002 and 38.5% for fiscal 2001. The effective rate for fiscal 2002 reflects the tax benefit of certain disposal costs.

Net Earnings

Net earnings increased to $86.9 million, or $0.62 per diluted share for fiscal 2002 from $45.3 million, or $0.32 per diluted share for fiscal 2001.

Liquidity and Capital Resources

Cash and marketable securities amounted to $146.7 million and $246.5 million at the end of fiscal years 2003 and 2002, respectively.

Working capital amounted to $454.7 million and $529.6 million in fiscal 2003 and 2002, respectively.

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Cash provided by operating activities amounted to $385.2 million in fiscal 2003, $377.0 million in fiscal 2002 and $244.9 million in fiscal 2001. The increase in net cash provided by operations is due to an increase in net earnings, which was offset by a payment of $52.0 million to the Internal Revenue Service and a $20.0 million contribution to the profit sharing plan.

Net cash used in investing activities totaled $208.8 million, $64.8 million and $443.6 million in fiscal 2003, 2002 and 2001, respectively. The increase in the current year was largely due to capital expenditures. Net capital expenditures totaled $176.7 million, $83.5 million and $313.3 million in fiscal 2003, 2002 and 2001, respectively. The current and previous year expenditures were for new store locations, remodeling and enlarging of store locations, retrofits and maintenance support facilities. In fiscal year 2001, capital expenditures were made for a warehouse facility in Baldwin, Florida. During fiscal year 2001, the Company also acquired 77 retail locations totaling $123.8 million, which resulted in an increase in cash used in investing activities in fiscal 2001.

Net cash (used in) provided by financing activities was ($276.7) million, ($205.4) million and $290.2 million in fiscal 2003, 2002 and 2001, respectively. The increase in the current year was due primarily to the prepayment of $243.0 million on the six-year term loan and was offset by a $21.7 million reduction in dividends paid. In fiscal year 2001, the Company received net proceeds of $465.0 million from the credit facilities.

Based on the current projection of the Company’s operating results for the first quarter of fiscal 2004, the Company will not be in compliance with certain covenants related to the senior secured credit facility. At June 25, 2003, the Company had no outstanding borrowing under the senior secured credit facility although it was used to secure $57.1 million in letters of credit. The Company had preliminary discussions with the lead bank and administrative agent of the Company’s syndicate to revise the covenants and, based on the discussions, expects to obtain an amendment to the credit agreement before the end of the first quarter of fiscal 2004.

The Company had 1,083 operating lease properties in effect at June 25, 2003, with a present value of future rental obligation of $2,202 million, $2,283 million and $2,550 million in fiscal 2003, 2002 and 2001, respectively.

Contractual Obligations and Commercial Commitments

The Company has assumed various financial obligations and commitments in the normal course of its operations and financing activities. Financial obligations are considered to represent known future cash payments that the Company is required to make under existing contractual arrangements, such as debt and lease arrangements. The following table represents the scheduled maturities of the Company’s long-term contractual obligations as of June 25, 2003.

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	Payment due by period
Contractual Obligations (amounts in thousands)	Total		Less than 1 year	1-3 years	3-5 years	More than 5 years
Long-term debt	$	301,155	276	543	300,336	—
Capital lease obligations		39,348	6,433	11,432	9,278	12,205
Operating leases		4,468,142	414,270	761,582	674,041	2,618,249
Purchase obligations		423,244	64,283	101,712	87,040	170,209
Sponsorship agreements		31,444	3,495	6,090	6,060	15,799
Construction commitments		12,349	12,349	—	—	—
Total	$	5,275,682	501,106	881,359	1,076,755	2,816,462

The Company’s purchase obligations include purchase commitments to be used in the normal course of business and range from one to nine years. The total remaining purchase obligations have been apportioned by year based on estimates of current purchasing and price levels.

The Company’s commercial commitments as of June 25, 2003, representing possible commitments triggered by potential future events, were as follows:

Other Commercial Commitments (amounts in thousands)	Total		Less than 1 year	1-3 years	3-5 years	More than 5 years
Available lines of credit	$	300,000	100,000	200,000	—	—
Letters of credit—standby		73,307	73,307	—	—	—
Letters of credit—commercial		5,974	5,974	—	—	—
Potential commercial commitments	$	379,281	179,281	200,000	—	—

Impact of Inflation

The Company’s primary costs, inventory and labor, increase with inflation. Recovery of these costs will come, if at all, from improved operating efficiencies, including improvements in merchandise procurement, and to the extent permitted by the competition, through improved gross profit margins.

Critical Accounting Policies

The Consolidated Financial Statements and Notes to Consolidated Financial Statements contain information that is pertinent to Management’s Discussion and Analysis. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions about future events that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment based on various assumptions and other factors such as historical experience, current and expected economic conditions, and in some cases, actuarial calculations. The Company constantly reviews these significant factors and makes adjustments where facts and circumstances dictate. Historically, actual results have not significantly deviated from estimated results determined using the factors described above.

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The following is a discussion of the accounting policies considered to be most critical to the Company. The accounting policies are most important to the portrayal of the Company’s financial condition and results, and require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Revenue recognition. Revenue is recognized at the point of sale for retail sales. Sales discounts offered to customers at the time of purchase, as part of the Company’s Customer Reward Card program as well as other promotional events, are recorded as a reduction of sales at the time of purchase.

Merchandise Cost. The Company receives various rebates from third party vendors in the form of promotional allowances, quantity discounts and payments under merchandising agreements. Such rebates are classified as either a reduction to cost of goods sold or a reduction of cost incurred, depending on the nature of the rebate.

Promotional allowances, including lump sum payments associated with long-term contracts, are recorded as a component of cost of sales as they are earned, the recognition of which is determined in accordance with the underlying agreement with the vendor, the authoritative guidance and completion of the earnings process. Portions of promotional allowances that are contractually refundable to the vendor, in whole or in part, are deferred from recognition until realization is assured.

Quantity discounts and merchandising agreements are typically measured and earned based on inventory purchases or sales volume levels and are received from vendors at the time certain performance measures are achieved. These performance-based rebates are recognized as a component of cost of sales based on a systematic and rational allocation of the consideration received relative to the transaction that marks the progress of the Company toward earning the rebate or refund. If the amounts are not probable and reasonably estimable, rebate income is recognized upon achieving the performance measure.

Some rebates received from third party vendors require the Company to make assumptions and judgments regarding specific purchase or sales levels and an estimation of the related inventory turns. The Company constantly reviews the relevant significant assumptions and estimates and makes adjustments as necessary. Although the Company believes that the assumptions and estimates used are reasonable, significant changes in these arrangements or purchase volumes could have a material effect on future cost of sales.

Self-insurance reserves. It is the Company’s policy to self insure for certain insurable risks consisting primarily of physical loss to property, business interruptions, workers’ compensation, comprehensive general and auto liability. Insurance coverage is obtained for catastrophic property and casualty exposures as well as those risks required to be insured by law or contract. Liabilities relating to worker’s compensation, comprehensive general and auto liability claims are based on independent actuarial estimates of the aggregate liability for claims incurred and an estimate of incurred but not reported claims. The actuarial estimates are subject to a high degree of uncertainty from various sources, including changes in claim reporting patterns, claim settlement patterns, judicial decisions, legislation, and economic conditions. Although the Company believes that the actuarial estimates are reasonable, significant

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differences related to the items noted above could materially affect the Company’s self-insurance obligations and future expense.

Long-lived assets. The Company periodically evaluates the period of depreciation or amortization for long-lived assets to determine whether current circumstances warrant revised estimates of useful lives. The Company reviews its property, plant and equipment for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to the net undiscounted cash flows expected to be generated by the asset. An impairment loss would be recorded for the excess of net book value over the fair value of the asset impaired. The fair value is estimated based on expected discounted future cash flows.

With respect to owned property and equipment associated with closed stores, the value of the property and equipment is adjusted to reflect recoverable values based on the Company’s prior history of disposing of similar assets and current economic conditions.

The results of impairment tests are subject to management’s estimates and assumptions of projected cash flows and operating results. The Company believes that, based on current conditions, materially different reported results are not likely to result from long-lived asset impairments. However, a change in assumptions or market conditions could result in a change in estimated future cash flows and the likelihood of materially different reported results.

Intangible assets and goodwill. In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 142 (“SFAS 142”), “Goodwill and Other Intangible Assets.” SFAS 142 requires companies to cease amortizing goodwill that existed at the time of adoption and establish a new method for testing goodwill for impairment on an annual basis at the reporting unit level (or an interim basis if an event occurs that might reduce the fair value of a reporting unit below its carrying value). The Company has determined that it is contained within one reporting unit and, as such, impairment is tested at the company level. SFAS 142 also requires that an identifiable intangible asset that is determined to have an indefinite useful economic life not be amortized, but separately tested for impairment using a fair value based approach.

The evaluation of goodwill and intangibles with indefinite useful lives for impairment requires management to use significant judgments and estimates including, but not limited to, projected future revenue and cash flows. The Company believes that, based on current conditions, materially different reported results are not likely to result from goodwill and intangible impairments. However, a change in assumptions or market conditions could result in a change in estimated future cash flows and the likelihood of materially different reported results.

Store closing costs. The Company provides for closed store liabilities relating to the estimated post-closing lease liabilities and other related exit costs associated with the store closing commitments. The closed store liabilities are usually paid over the lease terms associated with the closed stores having remaining terms ranging from one to 17 years. The Company estimates the lease liabilities, net of estimated sublease income only to the extent of the liability, using a discount rate based on long-term rates with a remaining lease term based on an estimated disposition date to calculate the present value of the anticipated rent payments on closed stores. Other exit costs include estimated real estate taxes, common area

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maintenance, insurance and utility costs to be incurred after the store closes over the anticipated lease term. Store closings are generally completed within one year after the decision to close.

Adjustments to closed store liabilities and other exit costs primarily relate to changes in subtenants and actual exit costs differing from original estimates. Adjustments are made for changes in estimates in the period in which the change becomes known. Any excess accrued store closing liability remaining upon settlement of the obligation is reversed to income in the period that such settlement is determined. Inventory write-downs, if any, in connection with store closings, are classified in cost of sales. Costs to transfer inventory and equipment from closed stores are expensed as incurred. Severance costs are rarely incurred in connection with ordinary store closings.

Store closing liabilities are reviewed quarterly and adjusted to ensure that any accrued amount is properly stated. Although the Company believes that the estimates used are reasonable, significant differences related to the items noted above or a change in market conditions could materially affect the Company’s reserve for closed store obligations and future expense.

Recently Issued Accounting Standards

Emerging Issues Task Force (EITF) No. 02-16, “Accounting by a Customer for Certain Consideration Received from a Vendor” was adopted on a prospective basis during the third quarter of the current fiscal year. Issue 02-16 provides guidance for the accounting of cash consideration given to a reseller from a vendor. The adoption of Issue 02-16 did not have a material effect on the Company’s financial statements.

Statement of Financial Accounting Standards No. 145, “Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections” (“SFAS 145”), became effective for the Company in July 2002. The adoption of SFAS 145 requires that losses on early extinguishment of debt be included in continuing operations rather than as an extraordinary item. The adoption of this standard did not have a material effect on the Company’s financial statements but required the $2.3 million related to early extinguishment of debt previously characterized as an extraordinary item during 2002 be reclassified to interest expense.

Statement of Financial Accounting Standards No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (“SFAS 146”), provides guidance on the recognition and measurement of liabilities for costs associated with exit or disposal activities. The provisions of this statement are effective for the Company for exit or disposal activities that are initiated after December 31, 2002. The adoption of this standard did not have a material effect on the Company’s financial statements.

Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure, an Amendment to FASB Statement No. 123” (“SFAS 148”), provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based compensation and requires prominent disclosures in both annual and interim financial statements. The Company accounts for stock-based employee compensation in accordance with the Statement of Financial Accounting

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Standards No. 123, “Accounting for Stock-Based Compensation”. SFAS 148 will have no impact on the Company’s financial statements.

Statement of Financial Accounting Standards No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities,” amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities”. This standard is effective for contracts entered into or modified after June 30, 2003. The Company does not expect that the adoption of this standard will have a material effect on the Company’s financial statements.

Statement of Financial Accounting Standards No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity,” provides guidance on classification and measurement of certain financial instruments with characteristics of both liabilities and equity. This standard is effective for financial instruments entered into or modified after May 31, 2003. The Company does not expect that the adoption of this standard will have a material effect on the Company’s financial statements.

FASB Interpretation No. 45 (“FIN 45”), “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others”, was issued by the FASB in November of 2002. FIN 45 provides guidance relating to initial recognition and measurement of the guarantees and is effective on a prospective basis for guarantees issued or modified after December 31, 2002. These provisions did not have a material effect on the Company’s financial statements in fiscal 2003.

FASB Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities”, was issued by the FASB in January of 2003. FIN 46 provides guidance relating to the identification of, and financial reporting for, variable-interest entities, as defined in the Interpretation. The Company does not expect that the adoption of this standard will have a material effect on the Company’s financial statements.

Forward-Looking Statements

Certain statements made in this report, and other written or oral statements made by or on behalf of the Company, may constitute “forward-looking statements” within the meaning of the federal securities laws. Statements regarding future events and developments and the Company’s future performance, as well as management’s expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws.

All forward-looking statements are subject to certain risks and uncertainties that could cause actual events to differ materially from those projected. Management believes that these forward-looking statements are reasonable. However, you should not place undue reliance on such statements. These statements are based on current expectations and speak only as of the date of such statements. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise. Additional information concerning the risks and uncertainties listed above, and other

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factors that you may wish to consider, is contained elsewhere in the Company’s filings with the Securities and Exchange Commission.

Factors that could cause the Company’s actual results to differ materially from the expected results described in the Company’s forward-looking statements include, but are not limited to:

• our ability to implement and execute our strategic vision;

• our response to changing customer demands and spending patterns;

• the success of our Customer Reward Card program in tailoring product offerings to customer preferences;

• our response to the entry of new competitors in our markets, especially from non-traditional grocery retailers such as mass merchandisers, supercenters, warehouse club stores, dollar-discount stores, drug stores and conventional department stores;

• the success of our pricing and promotional policies;

• our ability to appropriately maintain our store facilities and execute our in-store operational plan;

• consolidation in the supermarket industry;

• changes in federal, state or local laws or regulations affecting food manufacturing, distribution, or retailing, including environmental regulations;

• the impact of changes in the Company’s debt ratings by nationally recognized rating agencies;

• our ability to recruit, retain and develop key management and employees;

• our ability to integrate acquired operations;

• our ability to develop new stores or complete remodels as planned;

• our ability to successfully implement new technology;

• the rate of inflation or deflation; and

• general business and economic conditions in the Company’s operating regions.

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ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company manages its exposure to changes in market interest rates. The interest rate exposure arises primarily from the interest payment terms of the Company’s borrowing agreements. Interest rate swap agreements are used to adjust the interest rate risk exposures that are inherent in its portfolio of funding sources. The Company has not established any interest risk positions for purposes other than managing the risk associated with its portfolio of funding sources. Counterparties to interest rate swap agreements are major financial institutions. The Company has established counterparty credit guidelines and only enters into transactions with financial institutions with long-term credit ratings of ‘A’ or better. In addition, the Company monitors its position and the credit ratings of its counterparties, thereby minimizing the risk of non-performance by the counterparties.

The table below summarizes the Company’s market risks associated with long-term debt obligations and interest rate swaps as of June 25, 2003. For long-term debt obligations, the table presents cash flows related to payments of principal and interest by fiscal year of maturity. For interest rate swaps, the table presents the notional amounts underlying the agreements by year of maturity. The notional amounts are used to calculate contractual payments to be exchanged and are not actually paid or received. Fair values were computed using market quotes, if available, or based on discounted cash flows using market interest rates.

The following table presents the future principal cash flows and weighted-average interest rates expected on the Company’s existing long-term debt instruments and interest rate swap agreements.

Expected Maturity Date

(Dollar amounts in thousands)

	2004			2005		2006		2007		2008		Total			Fair Value
Long-term debt
Fixed rate	$	276		273		270		267		300,069		$	301,155		$	320,655
Average interest rate		9.40	%	9.40	%	9.40	%	9.40	%	8.88	%		8.88	%
Interest rate swaps
Fixed to Variable	$	—		—		—		—		300,000		$	300,000		$	9,888
Average pay rate		—		—		—		—		9.29	%		9.29	%
Average receive rate		—		—		—		—		8.88	%		8.88	%

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ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS,

SUPPORTING SCHEDULES AND SUPPLEMENTARY DATA

Consolidated Financial Statements and Supplementary Data:
Independent Auditors’ Report	24
Consolidated Statements of Operations, Years ended June 25, 2003, June 26, 2002 and June 27, 2001	25
Consolidated Balance Sheets, as of June 25, 2003 and June 26, 2002	26
Consolidated Statements of Cash Flows, Years ended June 25, 2003, June 26, 2002 and June 27, 2001	27
Consolidated Statements of Shareholders’ Equity, Years ended June 25, 2003, June 26, 2002 and June 27, 2001	28
Notes to Consolidated Financial Statements	29
Financial Statement Schedules:
Independent Auditors’ Report on Financial Statement Schedule	60
Schedule II—Consolidated Valuation and Qualifying Accounts, Years ended June 25, 2003, June 26, 2002 and June 27, 2001	61

All other schedules are omitted either because they are not applicable or because information required therein is shown in the Financial Statements or Notes thereto.

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INDEPENDENT AUDITORS’ REPORT

The Shareholders and the Board of Directors

Winn-Dixie Stores, Inc.:

We have audited the accompanying consolidated balance sheets of Winn-Dixie Stores, Inc. and subsidiaries as of June 25, 2003 and June 26, 2002, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years ended June 25, 2003, June 26, 2002 and June 27, 2001. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Winn-Dixie Stores, Inc. and subsidiaries at June 25, 2003 and June 26, 2002, and the results of their operations and their cash flows for each of the years ended June 25, 2003, June 26, 2002 and June 27, 2001 in conformity with accounting principles generally accepted in the United States of America.

KPMG LLP

Jacksonville, Florida

August 6, 2003

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WINN-DIXIE STORES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Years ended June 25, 2003, June 26, 2002 and June 27, 2001

	2003		2002		2001
	Amounts in thousands except per share data
Net sales	$	12,168,383	12,334,353		12,238,874
Cost of sales, including warehouse and delivery expenses		8,698,913	8,916,507		8,942,043
Gross profit on sales		3,469,470	3,417,846		3,296,831
Other operating and administrative expenses		3,161,189	3,051,840		2,971,917
Restructuring charges		—	—		147,245
Operating income		308,281	366,006		177,669
Bank agreement termination income		52,740	—		—
Interest:
Interest on capital lease obligations		3,378	3,810		4,188
Other interest		37,064	57,785		48,657
Total interest		40,442	61,595		52,845
Earnings from continuing operations before income taxes		320,579	304,411		124,824
Income taxes		81,349	117,198		48,036
Net earnings from continuing operations		239,230	187,213		76,788
Discontinued operations (Note 13)
Loss from discontinued operations		—	(46,432	)	(51,182	)
Loss on disposal of discontinued operations		—	(126,394	)	—
Income tax benefit		—	(72,479	)	(19,705	)
Net loss from discontinued operations		—	(100,347	)	(31,477	)
Net earnings	$	239,230	86,866		45,311
Basic earnings per share:
Earnings from continuing operations	$	1.70	1.33		0.55
Loss from discontinued operations (including loss on disposal)		—	(0.71	)	(0.23	)
Basic earnings per share	$	1.70	0.62		0.32
Diluted earnings per share:
Earnings from continuing operations	$	1.70	1.33		0.55
Loss from discontinued operations (including loss on disposal)		—	(0.71	)	(0.23	)
Diluted earnings per share	$	1.70	0.62		0.32
Dividends per share	$	0.20	0.36		1.02
Weighted average common shares outstanding—basic		140,432	140,290		139,824
Weighted average common shares outstanding—diluted		140,826	140,617		140,399

See accompanying notes to consolidated financial statements.

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WINN-DIXIE STORES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

June 25, 2003 and June 26, 2002

	2003			2002
	Dollar amounts in thousands except par value
ASSETS
Current Assets:
Cash and cash equivalents	$	127,515		227,846
Marketable securities		19,188		18,606
Trade and other receivables, less allowance for doubtful items of $2,043 ($2,779 in 2002)		115,485		116,154
Merchandise inventories less LIFO reserve of $216,662 ($215,873 in 2002)		1,046,913		1,063,288
Prepaid expenses and other assets		35,449		53,934
Deferred income taxes		128,904		158,478
Total current assets		1,473,454		1,638,306
Cash surrender value of life insurance, net		16,779		16,197
Property, plant and equipment, net		978,601		966,752
Goodwill		87,808		87,808
Non-current deferred income taxes		106,315		113,291
Other assets, net		127,474		95,555
Total assets	$	2,790,431		2,917,909
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current portion of long-term debt	$	276		2,739
Current obligations under capital leases		3,439		3,471
Accounts payable		546,234		509,704
Reserve for insurance claims and self-insurance		97,109		97,230
Accrued wages and salaries		107,538		111,556
Accrued rent		127,654		144,597
Accrued expenses		104,705		174,805
Income taxes payable		31,775		64,582
Total current liabilities		1,018,730		1,108,684
Reserve for insurance claims and self-insurance		144,698		141,777
Long-term debt		310,767		540,612
Obligations under capital leases		21,344		24,787
Defined benefit plan		67,233		52,887
Lease liability on closed stores		149,427		180,785
Other liabilities		49,728		55,993
Total liabilities		1,761,927		2,105,525
Commitments and contingent liabilities (Notes 5, 6, 7, 9 and 11)
Shareholders’ Equity:
Common stock $1 par value. Authorized 400,000,000 shares; 140,818,083 shares outstanding in 2003 and 140,592,009 in 2002		140,818		140,592
Retained earnings		894,137		676,322
Accumulated other comprehensive loss		(6,451	)	(4,530	)
Total shareholders’ equity		1,028,504		812,384
Total liabilities and shareholders’ equity	$	2,790,431		2,917,909

See accompanying notes to consolidated financial statements.

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WINN-DIXIE STORES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended June 25, 2003, June 26, 2002 and June 27, 2001

	2003			2002		2001
	Dollar amounts in thousands
Cash flows from operating activities:
Net earnings	$	239,230		86,866		45,311
Adjustments to reconcile net earnings to net cash provided by operating activities:
Gain on sale of facilities		—		(7,517	)	—
Asset impairment write-off		—		36,959		—
Depreciation and amortization		166,385		175,520		183,559
Deferred income taxes		37,265		(28,141	)	60,336
Stock compensation plans		5,421		4,476		8,007
Change in operating assets and liabilities, net of effects from acquisitions:
Trade and other receivables		669		(6,995	)	(1,734	)
Merchandise inventories		16,375		115,452		(39,962	)
Prepaid expenses and other assets		26,766		12,277		25,416
Accounts payable		36,530		(81,868	)	23,009
Income taxes payable		(2,647	)	40,288		(61,312	)
Defined benefit plan		14,346		3,860		3,786
Reserve for insurance claims and self-insurance		2,801		(9,807	)	5,689
Other current accrued expenses		(105,961	)	35,579		(7,217	)
Subtotal		437,180		376,949		244,888
Income taxes and interest paid on company owned life insurance		(52,002	)	—		—
Net cash provided by operating activities		385,178		376,949		244,888
Cash flows from investing activities:
Purchases of property, plant and equipment, net		(176,704	)	(83,541	)	(313,319	)
Increase in investments and other assets		(42,481	)	(28,386	)	(6,519	)
Marketable securities		—		(18,333	)	—
Proceeds from sale of facilities (including inventory)		10,361		65,472		—
Acquisitions, net of cash acquired		—		—		(123,753	)
Net cash used in investing activities		(208,824	)	(64,788	)	(443,591	)
Cash flows from financing activities:
Decrease in short-term borrowings		—		—		(235,000	)
Proceeds from issuance of long-term debt		—		—		700,000
Debt issuance costs		—		(681	)	(24,210	)
Principal payments on long-term debt		(246,279	)	(154,271	)	(257	)
Principal payments on capital lease obligations		(3,475	)	(3,129	)	(2,857	)
Purchase of common stock		(40	)	(229	)	(17,003	)
Proceeds of sales under associates’ stock purchase plan		—		1,919		11,833
Dividends paid		(28,151	)	(49,899	)	(142,853	)
Other		1,260		914		535
Net cash (used in) provided by financing activities		(276,685	)	(205,376	)	290,188
(Decrease) increase in cash and cash equivalents		(100,331	)	106,785		91,485
Cash and cash equivalents at the beginning of the year		227,846		121,061		29,576
Cash and cash equivalents at the end of the year	$	127,515		227,846		121,061
Supplemental cash flow information:
Interest paid	$	64,112		58,073		37,064
Interest and dividends received	$	1,986		1,485		2,327
Income taxes paid	$	76,881		35,689		29,307

See accompanying notes to consolidated financial statements.

27

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Years ended June 25, 2003, June 26, 2002, and June 27, 2001

(Amounts in thousands except per share data)

	Number of Common Shares		Dollar Value of Common Stock			Retained Earnings		Accumulated Other Comprehensive Income		Associates’ Stock Loans		Total Shareholders’ Equity
Balances at June 28, 2000	140,830		$	140,830		727,005		—		—		$	867,835
Comprehensive income:
Net earnings	—			—		45,311		—		—			45,311
Unrealized loss on derivative instruments, net of tax	—			—		—		(1,587	)	—			(1,587	)
Total comprehensive income	—			—		45,311		(1,587	)	—			43,724
Cash dividends, $1.02 per share	—			—		(142,853	)	—		—			(142,853	)
Common stock issued and stock compensation expense	811			811		20,988		—		—			21,799
Common stock acquired	(1,180	)		(1,180	)	(15,823	)	—		—			(17,003	)
Stock options exercised	5			5		66		—		—			71
Associates’ stock loans outstanding	—			—		—		—		(1,919	)		(1,919	)
Balances at June 27, 2001	140,466		$	140,466		634,694		(1,587	)	(1,919	)	$	771,654
Comprehensive income:
Net earnings	—			—		86,866		—		—			86,866
Unrealized loss on derivative instruments, net of tax	—			—		—		(3,111	)	—			(3,111	)
Unrealized gain on marketable securities, net of tax	—			—		—		168		—			168
Total comprehensive income	—			—		86,866		(2,943	)	—			83,923
Cash dividends, $0.36 per share	—			—		(49,899	)	—		—			(49,899	)
Common stock issued and stock compensation expense	110			110		4,261		—		—			4,371
Common stock acquired	(26	)		(26	)	(203	)	—		—			(229	)
Stock options exercised	42			42		603		—		—			645
Associates’ stock loans, payments	—			—		—		—		1,919			1,919
Balances at June 26, 2002	140,592		$	140,592		676,322		(4,530	)	—		$	812,384
Comprehensive income:
Net earnings	—			—		239,230		—		—			239,230
Realized loss on derivative instruments, net of tax	—			—		—		4,698		—			4,698
Additional minimum liability net of tax	—			—		—		(7,511	)	—			(7,511	)
Unrealized gain on marketable securities, net of tax	—			—				892		—			892
Total comprehensive income	—			—		239,230		(1,921	)	—			237,309
Cash dividends, $0.20 per share	—			—		(28,151	)	—		—			(28,151	)
Common stock issued and stock compensation expense	126			126		5,384		—		—			5,510
Common stock acquired	(3	)		(3	)	(37	)	—		—			(40	)
Stock options exercised	103			103		1,389		—		—			1,492
Balances at June 25, 2003	140,818		$	140,818		894,137		(6,451	)	—		$	1,028,504

See accompanying notes to consolidated financial statements.

28

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

1. Summary of Significant Accounting Policies

(a) The Company: Winn-Dixie Stores, Inc. and its subsidiaries (the “Company”) operate as a major food retailer in twelve states and the Bahama Islands. As of June 25, 2003, the Company operated 1,073 retail stores, 33 fuel centers and 44 liquor stores. In support of its retail operations, the Company has 15 warehouse distribution centers and 16 manufacturing plants.

(b) Fiscal Year: The fiscal year ends on the last Wednesday in June. Fiscal years 2003, 2002 and 2001 are comprised of 52 weeks.

(c) Basis of Consolidation: The consolidated financial statements include the accounts of Winn-Dixie Stores, Inc. and its subsidiaries. All subsidiaries are wholly owned and fully consolidated with the exception of Bahamas Supermarkets Limited, which is owned approximately 78% by W-D Bahamas Limited. Significant inter-company accounts and transactions have been eliminated in consolidation.

(d) Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(e) Cash and Cash Equivalents: Cash equivalents consist of highly liquid investments with an original maturity of three months or less when purchased. Cash and cash equivalents are stated at cost plus accrued interest, which approximates market. During fiscal year 2003, the highly liquid investments earned an average interest rate of approximately 2.2%.

(f) Marketable Securities: Marketable securities consist principally of fixed income securities categorized as available-for-sale. Available-for-sale securities are recorded at fair value. Unrealized holding gains and losses, net of the related tax effect, are excluded from earnings and reported as a separate component of shareholders’ equity until realized. A decline in the fair value of available-for-sale securities below cost that is deemed other than temporary is charged to earnings, resulting in the establishment of a new cost basis for the security. Realized gains and losses are included in earnings and are derived using the specific identification method for determining the cost of securities sold.

(g) Inventories: Inventories are stated at the lower of cost or market. The “dollar value” last-in, first-out (LIFO) method is used to determine the cost of approximately 85% of inventories consisting primarily of merchandise in stores and distribution warehouses.

29

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

Manufacturing, pharmacy and produce inventories are valued at the lower of first-in, first-out (FIFO) cost or market. Elements of cost included in manufacturing inventories consist of material, direct labor and plant overhead.

The company evaluates inventory shortages throughout the year based on actual physical counts in the facilities. Allowances for inventory shortages are recorded based on the results of these counts to provide for estimated shortages as of the balance sheet date.

(h) Revenue Recognition: Revenue is recognized at the point of sale for retail sales. Sales discounts are offered to customers at the time of purchase as part of the Company’s Customer Reward Card program as well as other promotional events. All sales discounts are recorded as a reduction of sales at the time of purchase.

Additionally, the Company offers awards to customers based on an accumulation of points as part of its Customer Reward Card program. The Company establishes a reserve for outstanding points.

(i) Merchandise Cost: The Company adopted the provisions of EITF 02-16 “Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor” (EITF 02-16) on a prospective basis during the third quarter of the current fiscal year. The Company receives various rebates from third party vendors in the form of promotional allowances, quantity discounts and payments under merchandising agreements. Such rebates are classified as either a reduction to cost of goods sold or a reduction of cost incurred, depending on the nature of the rebate.

Promotional allowances, including lump sum payments associated with long- term contracts, are recorded as a component of cost of sales as they are earned, the recognition of which is determined in accordance with the underlying agreement with the vendor, the authoritative guidance and completion of the earnings process. Portions of promotional allowances that are contractually refundable to the vendor, in whole or in part, are deferred from recognition until realization is assured.

Quantity discounts and merchandising agreements are typically measured and earned based on inventory purchases or sales volume levels and are received from vendors at the time certain performance measures are achieved. These performance-based rebates are recognized as a component of cost of sales based on a systematic and rational allocation of the consideration received relative to the transaction that marks the progress of the Company toward earning the rebate or refund. If the amounts are not probable and reasonably estimable, rebate income is recognized upon achieving the performance measure.

30

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

(j) Derivatives: The Company records changes in the fair value of derivatives to current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction.

(k) Advertising: The Company expenses the costs of advertising as incurred. Advertising and promotion expenses totaled $136.8 million, $141.0 million and $136.4 million for fiscal 2003, 2002 and 2001, respectively.

(l) Income Taxes: Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

(m) Self Insurance: The Company is primarily self-insured for workers’ compensation, automobile, general liability, and property losses. Insurance coverage is maintained for claims exceeding the self-insured retention amounts of $2 million per occurrence for automobile and general liability and $1.5 million per occurrence for workers’ compensation. Insurance coverage is maintained for property losses exceeding an annual aggregate of $5 million (annual aggregate of $10 million for windstorm and wind-driven rain).

The Company’s reserve for insurance claims and self insurance is determined actuarially based on claims filed and an estimate of claims incurred but not reported.

(n) Property, Plant and Equipment: Property, plant and equipment are stated at historical cost. Depreciation is provided over the estimated useful lives by the straight-line method. Store equipment depreciation is based on lives varying from five to eight years. Transportation equipment depreciation is based on lives varying from three to ten years. Warehouse and manufacturing equipment depreciation is based on lives varying from five to ten years. Amortization of improvements to leased premises is provided principally by the straight-line method over the terms of the leases or the estimated useful lives of the improvements, whichever is less.

Interest costs on significant projects constructed for the Company’s own use are capitalized as part of the costs of the newly constructed facilities.

31

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

The Company reviews its property, plant and equipment for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability is measured by comparing the carrying amount to the net undiscounted cash flows expected to be generated by the asset. An impairment loss would be recorded for the excess of net book value over the fair value of the asset impaired. The fair value is estimated based on expected discounted future cash flows.

(o) Store Opening and Closing Costs: The costs of opening new stores and closing old stores are charged to earnings in the year incurred. An expense is recorded for the present value of expected future rent payments, net of sublease income, in the year that a store closes.

(p) Earnings Per Share: Earnings per common share are based on the weighted average number of common shares outstanding. Diluted earnings per share amounts are based on the weighted average number of common shares outstanding, plus the incremental shares that would have been outstanding upon the assumed exercise of all dilutive stock options, subject to anti-dilution limitations. For 2003, 2002, and 2001 options to purchase 2,543,095, 1,608,755, and 669,396 shares of common stock at prices ranging from $13.81 to $41.51, $18.10 to $41.51, and $27.00 to $41.51, respectively, were not included in the computation of fully-diluted earnings per share since the exercise price of such options were greater than the average market price of the common shares and, therefore, the effect would be anti-dilutive. The following weighted average numbers of shares of common stock were used in the calculations of earnings per share.

	2003	2002	2001
Basic	140,431,500	140,289,812	139,823,835
Diluted	140,826,021	140,616,941	140,399,055

(q) Comprehensive Income: The Company reports comprehensive income in accordance with SFAS 130, “Reporting Comprehensive Income”. Comprehensive income refers to revenues, expenses, and gains and losses that are not included in net earnings but rather are recorded directly in stockholders’ equity. Accumulated other comprehensive income is comprised of unrealized gains/losses on available-for-sale securities, unrealized gains/losses on derivatives and additional minimum liability related to the Company’s defined benefit plan.

(r) Stock-Based Compensation: The Company follows Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), which establishes a fair value-based method of accounting for stock-based compensation plans.

32

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

(s) Goodwill and Other Intangibles: The Company follows Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”), which establishes that intangible assets with an indefinite useful life shall not be amortized until their useful life is determined to be no longer indefinite and should be tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. SFAS 142 states that goodwill should not be amortized but tested for impairment for each reporting unit, on an annual basis and between annual tests in certain circumstances.

(t) New Accounting Pronouncements: Emerging Issues Task Force (EITF) No. 02-16, “Accounting by a Customer for Certain Consideration Received from a Vendor” was adopted on a prospective basis during the third quarter of the current fiscal year. Issue 02-16 provides guidance for the accounting of cash consideration given to a reseller from a vendor. The adoption of Issue 02-16 did not have a material effect on the Company’s financial statements.

Statement of Financial Accounting Standards No. 145, “Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections” (“SFAS 145”), became effective for the Company in July 2002. The adoption of SFAS 145 requires that losses on early extinguishment of debt be included in continuing operations rather than as an extraordinary item. The adoption of this standard did not have a material effect on the Company’s financial statements but required the $2.3 million related to early extinguishment of debt previously characterized as an extraordinary item during fiscal 2002 be reclassified to interest expense.

Statement of Financial Accounting Standards No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (“SFAS 146”), provides guidance on the recognition and measurement of liabilities for costs associated with exit or disposal activities. The provisions of this statement are effective for the Company for exit or disposal activities that are initiated after December 31, 2002. The adoption of this standard did not have a material effect on the Company’s financial statements.

Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure, an Amendment to FASB Statement No. 123” (“SFAS 148”), provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based compensation and requires prominent disclosures in both annual and interim financial statements. The Company accounts for stock based employee compensation in accordance with the Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation”. SFAS 148 will have no impact on the Company’s financial statements.

33

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

Statement of Financial Accounting Standards No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities,” amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities”. This standard is effective for contracts entered into or modified after June 30, 2003. The Company does not expect that the adoption of this standard will have a material effect on the Company’s financial statements.

Statement of Financial Accounting Standards No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity,” provides guidance on classification and measurement of certain financial instruments with characteristics of both liabilities and equity. The Company does not expect that the adoption of this standard will have a material effect on the Company’s financial statements.

FASB Interpretation No. 45 (“FIN 45”), “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others”, was issued by the FASB in November of 2002. FIN 45 provides guidance relating to initial recognition and measurement of guarantees and is effective on a prospective basis for guarantees issued or modified after December 31, 2002. This provision did not have a material effect on the Company’s financial statements in fiscal 2003.

FASB Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities”, was issued by the FASB in January of 2003. FIN 46 provides guidance relating to the identification of, and financial reporting for, variable-interest entities, as defined in the Interpretation. The Company does not expect that the adoption of this standard will have a material effect on the Company’s financial statements.

(u) Business Reporting Segments: The Company has determined that its operations are within one reportable segment. Accordingly, financial information on industry segments is omitted because, apart from the principal business of operating retail self-service food stores, the Company has no other industry segments. All sales of the Company are to customers within the United States and the Bahama Islands. All assets of the Company are located within the United States and the Bahama Islands. Sales and assets related to and located in the Bahama Islands represent less than 1% of the Company’s total sales and assets.

34

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

(v) Reclassification: Certain prior year amounts have been reclassified to conform to the current year’s presentation.

2. Merchandise Inventories

At June 25, 2003, inventories valued by the LIFO method would have been $216,662 higher ($215,873 higher at June 26, 2002) if they were stated at the lower of FIFO cost or market. If the FIFO method of inventory valuation had been used, reported net earnings from continuing operations would have been $509, or $0.00 per diluted share, higher in fiscal 2003, $2,791, or $0.02 per diluted share, lower in fiscal 2002 and $7,354, or $0.05 per diluted share, lower in fiscal 2001.

During 2003 and 2002, certain inventory quantity reductions caused a liquidation of LIFO inventory values. The liquidations increased net earnings by $2,179, or $0.02 per diluted share and $3,948 or $0.03 per diluted share, and $3,260 or $0.02 per diluted share in fiscal 2003, 2002, and 2001 respectively.

3. Goodwill and Other Intangible Assets

Goodwill is not amortized but is tested for impairment on an annual basis and between annual tests in certain circumstances. In accordance with the guidelines in Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”), the Company determined it has one reporting unit. The Company has performed an impairment review during the current fiscal year, and concluded that there were no necessary adjustments.

Other intangible assets consist of a non-compete fee and the cost of purchasing pharmacy prescription files. The Company reassessed the useful lives of other intangible assets and determined the useful lives are appropriate in determining amortization expense. The balance of other intangible assets, which is a component of Other assets, net on the Consolidated Balance Sheets, as of June 25, 2003 and June 26, 2002 is as follows:

	2003		2002
Other intangible assets	$	7,759	7,461
Less: Accumulated amortization		3,755	2,547
Other intangible assets, net	$	4,004	4,914

35

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

Amortization expense for other intangible assets for fiscal 2003, 2002, and 2001 was $1,208, $1,201 and $903, respectively. The estimated remaining amortization expense for each of the fiscal years subsequent to June 25, 2003 is as follows:

	Amortization Expense
Fiscal Year:
2004	$	1,173
2005		1,119
2006		429
2007		123
2008		123
Thereafter		1,037
	$	4,004

The effects of adoption of SFAS 142 on net earnings from continuing operations and earnings per share from continuing operations is as follow:

	2003		2002	2001
Continuing Operations:
Reported net earnings	$	239,230	187,213	76,788
Goodwill amortization (net of tax)		—	—	1,954
Adjusted net earnings	$	239,230	187,213	78,742
Adjusted basic earnings	$	1.70	1.33	0.56
Adjusted diluted earnings	$	1.70	1.33	0.56

36

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

4. Property, Plant and Equipment, net

Property, plant and equipment, net consists of the following:

	2003		2002
Land and land improvements	$	42,401	42,188
Buildings		176,026	176,125
Furniture, fixtures, machinery and equipment		1,956,612	1,943,693
Transportation equipment		147,453	121,322
Improvements to leased premises		542,681	499,009
Construction in progress		33,018	15,507
		2,898,191	2,797,844
Less: Accumulated depreciation		1,933,760	1,847,475
		964,431	950,369
Leased property under capital leases, less accumulated amortization of $38,060 ($36,287 in 2002)		14,170	16,383
Property, plant and equipment, net	$	978,601	966,752

During fiscal 2002, the Company tested several long-lived assets for recoverability. The Company recognized that the carrying amounts of these long-lived assets were not recoverable, based on the impairment test performed. For the assets that were determined to be impaired, the impairment charge was calculated to be the difference between the carrying value of the asset and their fair market value less estimated cost to sell. An impairment charge of $21.6 million is included in other operating and administrative expense in fiscal 2002. The assets impaired were primarily inactive store operating equipment. The Company reviewed the previous sales of store operating equipment, in conjunction with market price quotes received, to determine the fair value of the long-lived assets impaired.

In addition, the Company incurred a non-cash charge of $15,393 during fiscal 2002 for impairment of long-lived assets related to the discontinued operations as further described in Note 13.

37

WINN–DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

5. Income Taxes

Income tax expense (benefit) consists of:

	Current			Deferred		Total
2003
Federal	$	40,600		31,679		72,279
State		3,484		5,586		9,070
	$	44,084		37,265		81,349
2002
Federal	$	60,951		(22,126	)	38,825
State		11,812		(5,918	)	5,894
	$	72,763		(28,044	)	44,719
2001
Federal	$	(33,422	)	58,508		25,086
State		1,416		1,829		3,245
	$	(32,006	)	60,337		28,331

The following reconciles income tax expense to income tax federal statutory income tax rate:

	2003		2002		2001
Federal statutory income tax rate	35.0	%	35.0	%	35.0	%
State and local income taxes, net of federal income tax benefits	1.9		2.9		2.8
Tax credits	(0.6	)	(1.4	)	(4.0	)
Company-owned life insurance (COLI)	(8.7	)	—		2.8
Other, net	(2.2	)	(2.5	)	1.9
	25.4	%	34.0	%	38.5	%

38

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

The Company held company-owned life insurance (COLI) policies and deducted interest on outstanding loans from March 1993 to December 1997. In the fall of 1996, Congress passed legislation phasing out such deductions over a three-year period. The Company established a reserve for taxes and interest related to this issue since it received an unfavorable opinion in October 1999 and a computational decision in January 2000. During 2003, the Company paid $52.0 million in taxes and interest to the Internal Revenue Service to settle this issue. During the fourth quarter, the Company obtained a settlement with the IRS on the COLI issues. As a result, tax reserves totaling $28.0 million were reversed.

The effective rate for fiscal 2003 reflects the COLI adjustment, tax credits from contributions made to the State of Florida for the Nonprofit Scholarship Funding Organizations Program and adjustments from the resolution of other tax issues. The effective rate for fiscal 2002 reflects the tax benefit obtained from the discontinued operations.

	2003			2002
Deferred tax assets:
Reserve for insurance claims and self-insurance	$	84,140		82,504
Reserve for vacant store leases		59,522		72,496
Unearned promotional allowance		21,847		16,806
Reserve for accrued vacations		11,733		11,292
State net operating loss carry forwards		32,151		31,586
Excess of book over tax depreciation		9,775		64,335
Other comprehensive income		3,551		2,836
Excess of book over tax rent expense		660		857
Excess of book over tax retirement expense		25,015		23,773
Uniform capitalization of inventory		8,263		9,890
Restructuring costs		22,454		29,015
Other, net		55,697		66,872
		334,808		412,262
Less: Valuation allowance		38,934		35,913
Gross deferred tax assets		295,874		376,349
Deferred tax liabilities:
Excess of tax over book depreciation		(46,374	)	(85,111	)
Undistributed earnings of the Bahamas subsidiary		(2,169	)	(5,382	)
Uniform capitalization of inventory		(633	)	(527	)
Other, net		(11,479	)	(13,560	)
Gross deferred tax liabilities		(60,655	)	(104,580	)
Net deferred tax assets	$	235,219		271,769

39

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

The Company believes the results of historical taxable income and the results of future operations will generate sufficient taxable income to realize the net deferred tax assets.

At June 25, 2003 the Company had net operating loss carry forwards for state income tax purposes of approximately $775.0 million that expire from 2004 through 2022. The utilization of certain net operating loss carry forwards may be limited in any given year. A valuation allowance has been provided for net operating losses that are not expected to be utilized.

6. Debt

	2003		2002
364-day $100,000 revolving credit facility due 2004; interest payable at LIBOR plus 2.50%	$	—	—
Five-year $200,000 revolving credit facility due 2006; interest payable at LIBOR plus 2.50%		—	—
Mortgage note payable due 2007; interest payable at 9.40% and monthly $22 principal and interest payments and 10.0% of principal paid annually each October		1,155	1,434
Six-year term loan due 2007; interest payable at LIBOR plus 2.75% and $1,000 quarterly principal payments		—	246,000
8.875% senior notes due 2008; interest payable semiannually on April 1 and October 1		309,888	295,917
Total		311,043	543,351
Less current portion		276	2,739
Long-term portion	$	310,767	540,612

The Company’s senior secured credit facility includes the 364-day revolving credit agreement, the five-year revolving credit agreement, and the six-year term loan. The Company prepaid $243.0 million on the six-year term loan in the current year resulting in the $6.4 million of debt issue cost recognized in interest expense.

The carrying amount of the Company’s long-term debt is $311,043 and the fair value is $320,655 as of June 25, 2003. At June 25, 2003, the Company increased the fair value of 8.875% senior notes by $9.9 million and recorded the interest rate swap asset of $9.9 million in Other assets, net on the Consolidated Balance Sheets.

The senior secured credit facilities and the unsecured notes contain certain covenants as defined in the credit agreement and indenture including maintaining a certain minimum

40

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

leverage ratio, fixed charge coverage ratio, funded debt to earnings before interest, taxes, depreciation and amortization and rent (EBITDAR) ratio and tangible net worth.

The Company had $79.3 million in outstanding letters of credit used to support insurance obligations and inventory purchases. The Company pays weighted average commitment fees of 1.9% on the outstanding letters of credit.

Aggregate principal maturities on long-term debt for each of the twelve-month periods subsequent to June 25, 2003 are as follows:

	Long-term Debt
Fiscal Year:
2004	$	276
2005		273
2006		270
2007		267
2008		300,069
	$	301,155

7. Derivatives

The Company utilizes derivative financial instruments to reduce its exposure to adverse fluctuations in interest rates. The Company does not enter into derivative financial instruments for trading purposes. The Company records all derivative instruments at their fair value in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”.

The Company has two interest rate swap agreements in effect as of June 25, 2003. The agreements have notional amounts of $200.0 million and $100.0 million and effectively convert the fixed interest rate of 8.875% on the $300.0 million senior notes to variable interest rates at six-month London InterBank Offer Rate (“LIBOR”) plus 525 and 497 basis points, respectively. The variable interest rates are fixed semiannually on the first day of April and October. The six-month LIBOR was 1.23% on April 1, 2003. The Company repriced the swap agreements on January 22, 2003, and August 2, 2002, the proceeds received totaled $15.0 million as a result of the termination of the old agreements, which will be recognized over the life of the senior notes as an adjustment to interest expense.

The Company designated the interest rate swap agreements on the senior notes as perfectly effective fair value hedges and, accordingly, uses the short-cut method of evaluating effectiveness. As permitted by the short-cut method, the change in fair value of the interest rate swaps is reflected as a change in the carrying value of the swaps, with an offset to earnings. The change in fair value of the senior note is reflected in the carrying value of the note, with an offset to earnings. There is no ineffectiveness to be

41

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

recorded. At June 25, 2003, the Company increased the fair value of 8.875% senior notes by $9.9 million and recorded the interest rate swap asset of $9.9 million in Other assets, net on the Consolidated Balance Sheets.

The Company unwound an interest rate swap with a notional amount of $100.0 million and a maturity date of March 29, 2004, on January 29, 2003 and its interest rate swap with a notional amount of $150.0 million and a maturity date of March 29, 2003, on July 26, 2002 resulting in total payments of $7.5 million that was recognized in interest expense.

8. Stock Compensation Plans

The Company has various stock option, stock purchase and incentive plans to reward employees and key executives of the Company. Under SFAS 123, discounts on stock purchase plans, the fair value of restricted stock and options at date of grant under the restricted stock plan and the key employee stock option plan are charged to compensation costs over the vesting or performance period.

Compensation cost charged against income was $5.4 million, $4.5 million and $8.0 million in fiscal 2003, 2002 and 2001, respectively.

The per share weighted fair value of the stock options granted was $5.29, $7.55 and $3.09 for fiscal 2003, 2002 and 2001, respectively. These amounts were estimated on the date of the grant using the Black-Scholes option pricing model under the following assumptions:

	2003		2002		2001
Risk-free interest rate	3.9	%	6.2	%	6.2	%
Dividend yield	1.3	%	3.9	%	7.0	%
Expected life (years)	6.5		6.5		6.5
Volatility	35.1	%	35.1	%	34.0	%

(a) Stock Purchase Plan: The Company has a stock purchase plan in effect for associates. Under the terms of this Plan, the Company may grant options to purchase restricted shares of the Company’s common stock at a price not less than the lesser of 85% of the fair market value at the date of grant or 85% of the fair market value at the time of exercise. There are 5,481,835 shares of the Company’s common stock available for issuance under the Plan. Loans to associates for the purchase of the Company’s common stock are reported in the consolidated financial statements as a reduction of Shareholders’ Equity. There are no loans outstanding at June 25, 2003 or June 26, 2002.

42

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

(b) Restricted Stock Plan: The Company has a restricted stock plan. Under this plan, the Company may issue restricted shares of the Company’s common stock to certain eligible key employees determined by the Company’s compensation committee. The following table shows the number of shares issued, forfeited, vested and outstanding.

	Weighted Average Issue Price		Number of Shares
			Total	2003	2002	2001	2000	1999
1999 Plan
Shares Issued	$	41.12	252,097	—	—	—	—	252,097
Shares Forfeited			244,336	4,947	6,987	169,263	18,592	44,547
Outstanding			7,761
2000 Plan
Shares Issued	$	25.75	239,030	—	—	—	239,030	—
Shares Forfeited			170,494	38,584	3,952	34,834	93,124	—
Shares Vested			19,374	19,374	—	—	—	—
Outstanding			49,162
2001 Plan
Shares Issued	$	15.22	103,992	—	828	103,164	—	—
Shares Forfeited			15,458	8,201	5,065	2,192	—	—
Shares Vested			84,852	22,146	30,452	32,254	—	—
Outstanding			3,682
2002 Plan
Shares Issued	$	20.28	128,413	—	128,413	—	—	—
Shares Forfeited			19,253	11,659	7,594	—	—	—
Shares Vested			72,893	45,885	27,008	—	—	—
Outstanding			36,267
2003 Plan
Shares Issued	$	14.87	201,324	201,324	—	—	—	—
Shares Forfeited			18,715	18,715	—	—	—	—
Shares Vested			44,437	44,437	—	—	—	—
Outstanding			138,172
Shares Outstanding June 25, 2003			235,044

43

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

The vesting of shares issued prior to January 2000 is contingent upon certain specified goals being attained over a three-year period. The shares issued after such date vest over time. Some of the shares issued vest one-third each year beginning with the third year from the date of issue, based on continued employment. Some of the shares issued vest one-third each year beginning on the first anniversary of the date of grant, based on continued employment. Other shares issued vest one-fifth each year beginning on the first anniversary date of the recipient’s employment with the company, based on continued employment. At June 25, 2003 the Company had recorded $3.4 million of deferred compensation.

(c) Stock Option Plans: The Company has made shares of the Company’s stock available for grant under stock plans described below.

1. Key Employee: Under the Company’s Key Employee Stock Option Plan, 5,000,000 shares of the Company’s common stock were made available for grant at an exercise price of no less than the market value at date of grant. Options granted under this plan prior to January 2000 are earned after three years if certain performance goals are attained. Options granted in or after January 2000 become exercisable over time. Some of these options vest over a three-year period with one-third of the options vesting each year beginning on June 15, 2001, if the employee remains employed by the Company in a key position. Other options vest over a five-year period with one-fifth of the options vesting each year beginning on the first anniversary date of the recipient’s employment with the company, if the employee remains employed by the Company in a key position. The Company’s compensation committee has the discretion under the plan to determine the eligible key employees, the exercise price and the vesting requirements, if any.

2. Retention and Attraction Program: As part of the Company’s retention and attraction program, 1,200,000 shares of the Company’s common stock were made available for grant to key employees beginning on January 28, 2000 at an exercise price equal to the Company’s stock price at date of grant. Options granted as part of the program are earned over a five-year period, with one-fifth of the options vesting each year beginning on January 28, 2001 if the associate remains employed in his or her position.

44

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

3. CEO Stock Options: Pursuant to an employment agreement, the President and Chief Executive Officer of the Company received an option to purchase 375,000 shares of the Company’s common stock at an exercise price of $12.66 per share. Options are earned over a three-year period, with one-third of the options vesting each year beginning on June 24, 2004. In addition, an option to purchase 500,000 shares is still outstanding and exercisable for the previous President and Chief Executive Officer at an exercise price of $27.00 per share.

4. Directors’ Stock Plan: The Company has a stock plan for non-employee directors. Under this plan, the Company may issue stock or grant options for the purchase of the Company’s common stock to eligible non-employee directors determined by the Company’s Corporate Governance Committee. A total of 500,000 shares of the Company’s common stock were made available for issuance and option grants. Stock options issued under the plan were exercisable immediately at an exercise price equal to the Company’s stock price at the date of grant.

5. Options Outstanding:

Changes in options during fiscal 2003, 2002 and 2001, were as follows:

	Number of Shares		Weighted Average Option Price Per Share
Outstanding—June 28, 2000	1,329,507		$	24.57
Granted	977,158			14.71
Exercised	(5,000	)		14.25
Forfeited	(74,574	)		19.37
Outstanding—June 27, 2001	2,227,091		$	20.44
Granted	545,556			24.32
Exercised	(41,756	)		15.45
Forfeited	(99,982	)		18.97
Outstanding—June 26, 2002	2,630,909		$	21.38
Granted	1,086,663			14.09
Exercised	(102,771	)		14.52
Forfeited	(564,103	)		21.46
Outstanding—June 25, 2003	3,050,698		$	19.00
Exercisable – June 25, 2003	1,887,381		$	20.25
Shares available for additional grant	3,316,443

45

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

The following table sets forth information regarding options outstanding at June 25, 2003.

Range	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining (Years)	Number Currently Exercisable	Weighted Average Exercise Prices For Currently Exercisable
$ 11.10 to 16.63	1,746,621	$	14.22	6.2	864,045	$	14.54
$ 17.00 to 21.31	369,010		19.81	6.4	235,555		19.82
$ 25.95 to 41.51	935,067		27.62	5.4	787,781		26.64
	3,050,698	$	19.00	6.0	1,887,381	$	20.25

9. Leases

(a) Lease Commitments: The principal types of property leased by the Company are store facilities, manufacturing and warehouse buildings, equipment, and delivery vehicles. A majority of the leases in effect relate to store locations and other properties with remaining terms ranging from less than one year to 22 years.

Certain lease agreements are classified as capital leases. Assets under capital lease are included in the consolidated balance sheets as follows:

	2003		2002
Store facilities	$	36,508	36,948
Warehouses and manufacturing facilities		15,722	15,722
		52,230	52,670
Less: Accumulated amortization		38,060	36,287
	$	14,170	16,383

46

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

Future minimum lease payments by year and in the aggregate under the aforementioned leases and other noncancellable operating leases on both closed and open stores having a remaining term in excess of one year at June 25, 2003 are as follows:

	Capital		Operating	Sublease		Net
Fiscal Year:
2004	$	6,433	414,270	(11,238	)	409,465
2005		5,876	397,221	(9,262	)	393,835
2006		5,556	364,361	(7,014	)	362,903
2007		4,933	345,622	(4,666	)	345,889
2008		4,345	328,419	(3,899	)	328,865
Thereafter		12,205	2,618,249	(19,346	)	2,611,108
Total minimum lease payments		39,348	4,468,142	(55,425	)	4,452,065
Less: Amount representing estimated taxes, maintenance and insurance costs included in total minimum lease payments		658
Net minimum lease payments		38,690
Less: Amount representing interest		13,907
Present value of net minimum lease	$	24,783

Rental expense and contingent rentals under operating leases were as follows:

	2003		2002	2001
Minimum rentals	$	341,481	357,136	347,130
Contingent rentals		677	899	878
	$	342,158	358,035	348,008

47

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

(b) Lease Liability on Closed Stores: The Company accrues for the obligation related to closed store locations based on the present value of expected future rental payments, net of estimated sub-lease income. The following amounts are included in accrued rent and lease liability on closed stores, as of June 25, 2003:

	Lease Liability on Closed Stores
Balance at June 26, 2002	$	264,386
Additions/adjustments		34,216
Utilization		(82,576	)
Balance at June 25, 2003	$	216,026

The additions/adjustments amount includes the effect on earnings from the accretion of the present value of the expected future rental payments, additional leases added to the accrual and adjustments due to the settlement of certain existing leases. The utilization amount includes payments made for rent and related costs and the buyout of twenty leases. The lease liability on closed stores includes $111.4 million related to restructure and $58.1 million related to the discontinued operations. The additions/adjustments and the utilization for restructure were $11.7 million and $38.6 million, respectively for the year. The current portion of the accrued balance at June 25, 2003 totals $66.6 million and is included in accrued rent.

10. Shareholders’ Equity

Comprehensive income differs from net income due to changes in the fair value of the Company’s marketable securities, change in the fair value of swap agreements and the additional minimum liability related to pension valuation in the current year. Comprehensive income from continuing operations was $237.3 million, $83.9 million and $43.7 million for fiscal 2003, 2002 and 2001, respectively.

11. Commitments and Contingent Liabilities

(a) Associate Benefit Programs: The Company has a Profit Sharing/401(k) Plan which has a noncontributory, trusteed profit sharing feature and a contributory, trusteed 401(k) feature, which is in effect for eligible associates and may be amended or terminated at any time. Charges to earnings for plan contributions amounted to $13,907, $9,751 and $42,317 in fiscal 2003, 2002 and 2001, respectively.

48

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

(b) Defined Benefit Plan Obligation: The Company has a Management Security Plan (MSP), which is a non-qualified defined benefit plan providing death and retirement benefits to certain executives and members of management. The plan is contributory but is not funded.

Life insurance policies have been purchased to fund the MSP payments. These insurance policies are shown on the balance sheet at their cash surrender values, net of policy loans aggregating $246,322 and $238,502 at June 25, 2003 and June 26, 2002, respectively.

Net periodic benefit expense and the projected benefit obligation are determined using assumptions as of the end of each year. The weighted average discount rate used was 6.0%, 8.0%, and 8.0% for fiscal 2003, 2002 and 2001 respectively.

The components of net periodic benefit expense were as follows:

	2003			2002		2001
Service cost	$	1,405		1,647		1,900
Interest cost		4,392		4,180		3,877
Amortization of prior service cost		—		890		890
Recognized net actuarial loss		1,781		1,420		603
Participant contributions		(472	)	(516	)	(584	)
Net periodic benefit expense	$	7,106		7,621		6,686

The following provides a reconciliation of the defined benefit obligation:

	2003			2002
Change in benefit obligation:
Balance, beginning of year	$	52,887		49,027
Service cost		1,405		1,647
Interest cost		4,392		4,180
Amortization of prior service cost		—		890
Actuarial loss		13,427		1,420
Benefits paid		(4,878	)	(4,277	)
Balance, end of year		67,233		52,887
Unrecognized net actuarial (loss)		(11,646	)	—
Accrued benefit cost	$	55,587		52,887

At June 25, 2003 the Company’s additional minimum liability was in excess of the unrecognized prior service costs and transition obligation and was recorded as a reduction of other comprehensive income of $7,511, net of tax benefits in accordance with SFAS No. 87, “Employer’s Accounting for Pensions”.

49

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

(c) Retiree Medical Plan: The Company provides medical insurance benefits to employees who terminate employment after attaining 55 years of age and ten years of full time service with the Company. The following provides information on the plan expense and obligations related to medical benefits of retirees. Effective July 1, 2002, employees terminating employment after attaining 55 years of age and completion of ten years of service are eligible to participate but are assessed at the full cost of coverage. The discount rate utilized in determining the cost was 6.0% and 7.25% for fiscal 2003 and 2002, respectively. The components of net periodic benefit cost were as follows:

	2003			2002
Service cost	$	—		40
Interest cost		1,197		1,424
Amortization of prior service cost		876		876
Recognized net actuarial gain		(92	)	—
Net periodic benefit expense	$	1,981		2,340

The following provides a reconciliation of the post-retirement projected benefit obligation:

	2003			2002
Change in benefit obligation:
Beginning of year benefit obligation	$	20,205		20,544
Service cost		—		40
Interest cost		1,197		1,424
Actuarial (gain)		(2,682	)	—
Benefits paid		(1,060	)	(1,803	)
End of year benefit obligation		17,660		20,205
Unrecognized prior service cost		(18,792	)	(19,669	)
Unrecognized net gain		2,591		—
Accrued benefit cost	$	1,459		536

A one-percentage point increase in the assumed health care cost trend rates would increase the accumulated post-retirement benefit obligations as of June 25, 2003 by approximately $746 and the total service and interest cost components of net post-retirement health care cost for the year then ended by approximately $47. A one-percentage point decrease in the assumed health care cost trend rates would decrease the accumulated post-retirement benefit obligations as of June 25, 2003 by approximately $711 and the total service and interest cost components of net post-retirement health care cost for the year then ended by approximately $45.

(d) Supplemental Retirement Plan: The Company has a deferred compensation Supplemental Retirement Plan in effect for eligible management associates. The Company recorded an asset and liability at June 25, 2003 and June 26, 2002 in the amount of $15.3 million and $16.1 million, respectively.

50

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

(e) Litigation: There are pending against the Company various claims and lawsuits arising in the normal course of business, including actions charging violations of certain civil rights and wage and hour laws and various proceedings arising under federal, state or local regulations protecting the environment.

Among the suits charging violations of certain civil rights and wage and hour laws, there are actions that purport to be class actions, and which allege sexual harassment, retaliation and/or a pattern and practice of race-based and gender-based discriminatory treatment of associates and applicants. The plaintiffs seek, among other relief, certification of the suits as proper class actions, declaratory judgment that the Company’s practices are unlawful, back pay, front pay, benefits and other compensatory damages, punitive damages, injunctive relief and reimbursement of attorneys’ fees and costs.

The Company is committed to full compliance with all applicable civil rights and wage and hour laws. Consistent with this commitment, the Company has firm and long-standing policies in place prohibiting discrimination, harassment, retaliation and wage and hour violations. The Company denies the allegations of the various complaints and is vigorously defending the actions.

While the ultimate outcome of litigation cannot be predicted with certainty, in the opinion of management, the ultimate resolution of these actions will not have a material adverse effect on the Company’s financial condition or results of operations.

(f) Purchase Commitments: The Company has commitments to purchase merchandise and raw materials to be used in the normal course of business totaling $423.2 million as of June 25, 2003. The obligations have terms ranging from one to nine years.

12. Related-Party Transactions

The Company retained the law firm Holland and Knight LLP for representation in various tax matters. A director of the Company is currently and has been a partner of Holland and Knight LLP since April 2001. Holland and Knight LLP was paid an aggregate amount of $73 and $20 for its services rendered to the Company during fiscal 2003 and 2002, respectively.

13. Discontinued Operations

On May 6, 2002, the Company announced a formal plan to exit the Texas and Oklahoma operations, which consisted of 71 locations, a dairy plant and a distribution center in Texas and 5 locations in Oklahoma. In addition, seven leases were in effect on stores that were previously closed. The Company decided to exit these operations as

51

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

a result of continued operational losses and reductions in market share. In accordance with SFAS 144, the Texas and Oklahoma operations are considered components of an entity, which requires the Company to disclose the exit as a discontinued operation.

At June 26, 2002, the Company had exited these operations, either by sale or abandonment. The Company sold 36 retail locations and the dairy plant to various unrelated buyers for total cash proceeds of $39,786. The sale resulted in a loss on long-lived assets of $7,238, or $0.05 per diluted share. The remaining 38 unsold locations were closed on or before June 26, 2002.

As a result of exiting the Texas and Oklahoma operations, the Company recorded a loss from discontinued operations of $172.8 million ($100.3 million after tax benefit, or $0.71 per diluted share) in fiscal 2002. The loss from discontinued operations is comprised of a pretax loss from discontinued operations of $46.4 million and a pretax loss on disposal of discontinued operations of $126.4 million.

Gross revenues from discontinued operations were $608.5 million and $664.5 million for fiscal years 2002 and 2001, respectively.

A summary of the accruals and loss on disposal of discontinued operations follows:

	Employee Termination and Other Location Closing Costs			Lease Termination Costs		Total
Balance at June 26, 2002	$	9,034		72,401		81,435
Adjustments		—		8,777		8,777
Utilization		(9,034	)	(23,058	)	(32,092	)
Balance at June 25, 2003	$	—		58,120		58,120

The adjustments amount of $8.8 million includes the effect on earnings from the accretion of the present value of the expected future rental payments and is reflected in continuing operations for the year ended June 25, 2003.

In accordance with SFAS 144, long-lived assets held for sale were tested for recoverability and adjusted to fair market value less cost to sell. During the fourth quarter of fiscal 2002, operating equipment in the closed locations was impaired resulting in a loss on disposal of discontinued operations in the Consolidated Statements of Operations in the amount of $15.4 million. The Company reviewed the previous sales of operating equipment, in conjunction with market price quotes received, to determine the fair value on long-lived assets classified as held for sale.

As of June 25, 2003, the Company has $3.5 million in held for sale assets relating to the

52

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

exiting of the Texas and Oklahoma operations. The held for sale assets are reported in the prepaid expenses and other assets section of the Consolidated Balance Sheet. The held for sale assets consist of land, land improvements, building and store equipment.

Employee termination costs of $8.5 million were recognized for severance of eligible associates and $28 million was recognized for inventory losses, asset disposal costs and travel expenses for fiscal 2002. At June 26, 2002, employee termination costs of $5.3 million were included in accrued wages and salaries and other location closing costs of $3.7 million were included in accrued expenses in the Consolidated Balance Sheets. No amounts remain outstanding as of June 25, 2003 related to these costs.

The Company recorded $74.7 million in lease termination costs related to 36 leases in Texas, which were included in the loss on disposal of discontinued operations for the year ended June 26, 2002. At June 25, 2003 and June 26, 2002, the Company had an accrued balance of $58.1 million and $72.4 million in lease termination costs, respectively. The current portion of $12.1 million and $24.5 million was included in accrued rent and the long-term portion of $46.0 million and $47.9 million was included in lease liability on closed stores. See Note 9—Leases for further discussion.

14. Restructuring

On April 20, 2000, the Board of Directors approved and the Company announced a major restructuring to improve the support of the retail stores and the Company’s overall efficiency.

As a result of the restructuring, the Company recorded expenses of approximately $147.2 million ($90.6 million after tax or $0.64 per diluted share) in fiscal 2001.

15. Bank Agreement Termination

Bank agreement termination income of $52.7 million ($34.0 million net of tax, or $0.24 per diluted share) for the year ended June 25, 2003 resulted from Canadian Imperial Bank of Commerce (“CIBC”) terminating its in-store bank agreement with the Company. The Company was paid $60.0 million and was responsible for the costs associated with the de-installation of the in-store Marketplace Bank locations and other related costs, totaling approximately $7.3 million. Sub-lease income, a component of other operating and administration expenses, in fiscal 2003 decreased by $8.4 million ($5.4 million net of tax, or $0.04 per diluted share) due to the termination. The net impact on pretax profit for fiscal year 2003 was an increase of $44.3 million ($28.6 million net of tax, or $0.20 per diluted share).

53

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

16. Quarterly Results of Operations (Unaudited)

The following is a summary of the unaudited quarterly results of operations for the years ended June 25, 2003 and June 26, 2002:

	Quarters Ended
2003	Sept. 18 (12 Weeks)		Jan. 8 (16 Weeks)	April 2 (12 Weeks)	June 25 (12 Weeks)
Sales from continuing operations	$	2,832,765	3,786,485	2,822,327	2,726,806
Gross profit on sales from continuing operations	$	799,561	1,094,431	791,101	784,377
Net earnings from continuing operations	$	34,802	91,363	50,567	62,498
Net earnings	$	34,802	91,363	50,567	62,498
Basic earnings per share from continuing operations	$	0.25	0.65	0.36	0.44
Basic net earnings per share	$	0.25	0.65	0.36	0.44
Diluted earnings per share from continuing operations	$	0.25	0.65	0.36	0.44
Diluted net earnings per share	$	0.25	0.65	0.36	0.44
Net LIFO charge (credit)	$	1,935	—	1,290	(2,716	)
Net LIFO charge (credit) per diluted share	$	0.01	—	0.01	(0.02	)
Dividends per share	$	0.050	0.050	0.050	0.050
Market price range	$	17.83-14.10	16.80-12.56	16.65-11.51	14.85-12.30

	Quarters Ended
2002	Sept. 19 (12 Weeks)			Jan. 9 (16 Weeks)		April 3 (12 Weeks)		June 26 (12 Weeks)
Sales from continuing operations	$	2,807,756		3,768,267		2,901,631		2,856,699
Gross profit on sales from continuing operations	$	751,360		1,053,068		797,383		816,035
Net earnings from continuing operations	$	31,065		51,986		51,372		52,790
Loss on discontinued operations	$	(8,654	)	(9,887	)	(7,086	)	(74,720	)
Net earnings (loss)	$	22,411		42,099		44,286		(21,930	)
Basic earnings per share from continuing operations	$	0.22		0.37		0.37		0.37
Basic net earnings (loss) per share	$	0.16		0.30		0.32		(0.16	)
Diluted earnings per share from continuing operations	$	0.22		0.37		0.36		0.37
Diluted net earnings (loss) per share	$	0.16		0.30		0.31		(0.16	)
Net LIFO charge (credit)	$	1,845		2,460		923		(8,018	)
Net LIFO charge (credit) per diluted share	$	0.01		0.02		0.01		(0.06	)
Dividends per share	$	0.170		0.085		0.050		0.050
Market price range	$	26.13-19.63		19.78-10.50		17.36-11.91		20.26-15.71

54

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

During 2003 and 2002, the fourth quarter results reflect a change from the estimate of inflation used in the calculation of LIFO inventory to the actual rate experienced by the Company of 1.0% to 0.2% and 1.0% to (0.3)%, respectively. During 2003, the fourth quarter results reflect the tax benefit from a reduction of income tax reserves related to the resolution of matters related to company-owned life insurance with the Internal Revenue Service as well as additional expense related to self-insurance.

	Fourth Quarter Results of Operations
	June 25, 2003 (12 Weeks)			June 26, 2002 (12 Weeks)
Net sales	$	2,726,806		2,856,699
Cost of sales, including warehouse and delivery expenses		1,942,429		2,040,664
Gross profit on sales		784,377		816,035
Other operating and administrative expenses		735,475		720,111
Operating income		48,902		95,924
Interest expense, net		2,292		10,087
Earnings from continuing operations before income taxes		46,610		85,837
Income tax (benefit) expense		(15,888	)	33,047
Net earnings from continuing operations		62,498		52,790
Discontinued operations:
Loss from discontinued operations		—		(4,762	)
Loss on disposal of discontinued operations		—		(126,394	)
Income tax benefit		—		(56,436	)
Loss from discontinued operations		—		(74,720	)
Net earnings (loss)	$	62,498		(21,930	)

55

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

17. Guarantor Subsidiaries

During the second quarter of fiscal 2001, the Company filed a registration statement with the Securities and Exchange Commission to authorize the issuance of up to $1 billion in debt securities. The debt securities may be jointly and severally, fully and unconditionally guaranteed by substantially all of the Company’s operating subsidiaries. The guarantor subsidiaries are 100% owned subsidiaries of the Company. Condensed consolidating financial information for the Company and its guarantor subsidiaries is as follows:

52 Weeks ended June 25, 2003

	Parent			Guarantor Subsidiaries		Eliminations		Consolidated
Net sales	$	5,496,308		6,672,075		—		12,168,383
Cost of sales		3,936,126		4,762,787		—		8,698,913
Gross profit		1,560,182		1,909,288		—		3,469,470
Other operating & administrative expenses		1,372,700		1,788,489		—		3,161,189
Operating income		187,482		120,799		—		308,281
Equity in consolidated subsidiaries		90,146		—		(90,146	)	—
Bank agreement termination income		52,740						52,740
Interest expense, net		40,442		—		—		40,442
Earnings before income taxes		289,926		120,799		(90,146	)	320,579
Income taxes		50,696		30,653		—		81,349
Earnings from continuing operations		239,230		90,146		(90,146	)	239,230
Net loss from discontinued operations		—		—		—		—
Net earnings (loss)	$	239,230		90,146		(90,146	)	239,230
52 Weeks ended June 26, 2002
	Parent			Guarantor Subsidiaries		Eliminations		Consolidated
Net sales	$	5,674,157		6,660,196		—		12,334,353
Cost of sales		4,110,352		4,806,155		—		8,916,507
Gross profit		1,563,805		1,854,041		—		3,417,846
Other operating & administrative expenses		1,313,115		1,738,725		—		3,051,840
Operating income		250,690		115,316		—		366,006
Equity in loss of consolidated subsidiaries		(387	)	—		387		—
Interest expense, net		61,595		—		—		61,595
Earnings before income taxes		188,708		115,316		387		304,411
Income taxes		101,842		15,356		—		117,198
Earnings from continuing operations		86,866		99,960		387		187,213
Net loss from discontinued operations		—		(100,347	)	—		(100,347	)
Net earnings (loss)	$	86,866		(387	)	387		86,866

56

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

52 Weeks ended June 27, 2001

	Parent			Guarantor Subsidiaries		Eliminations	Consolidated
Net sales	$	5,735,327		6,503,547		—	12,238,874
Cost of sales		4,217,260		4,724,783		—	8,942,043
Gross profit		1,518,067		1,778,764		—	3,296,831
Other operating & administrative expenses		1,298,295		1,673,622		—	2,971,917
Restructuring and other non-recurring charges		80,410		66,835		—	147,245
Operating income		139,362		38,307		—	177,669
Equity in loss of consolidated subsidiaries		(5,034	)	—		5,034	—
Interest expense, net		52,845		—		—	52,845
Earnings before income taxes		81,483		38,307		5,034	124,824
Income taxes		36,172		11,864		—	48,036
Earnings from continuing operations		45,311		26,443		5,034	76,788
Net loss from discontinued operations		—		(31,477	)	—	(31,477	)
Net earnings (loss)	$	45,311		(5,034	)	5,034	45,311

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

(Amounts in thousands)

June 25, 2003

	Parent		Guarantor Subsidiaries	Eliminations		Consolidated
Merchandise inventories	$	308,442	738,471	—		1,046,913
Other current assets		279,672	146,869	—		426,541
Total current assets		588,114	885,340	—		1,473,454
Property, plant and equipment, net		422,422	556,179	—		978,601
Other non-current assets		231,074	107,302	—		338,376
Investments in and advances to/from subsidiaries		637,070	—	(637,070	)	—
Total assets	$	1,878,680	1,548,821	(637,070	)	2,790,431
Accounts payable	$	107,216	439,018	—		546,234
Other current liabilities		212,400	260,096	—		472,496
Total current liabilities		319,616	699,114	—		1,018,730
Long-term debt		310,767	—	—		310,767
Other non-current liabilities		219,793	212,637	—		432,430
Common stock of $1 par value		140,818	6,237	(6,237	)	140,818
Retained earnings		887,686	630,833	(630,833	)	887,686
Total liabilities and shareholders’ equity	$	1,878,680	1,548,821	(637,070	)	2,790,431

57

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

June 26, 2002

	Parent		Guarantor Subsidiaries	Eliminations		Consolidated
Merchandise inventories	$	320,515	742,773	—		1,063,288
Other current assets		387,696	187,322	—		575,018
Total current assets		708,211	930,095	—		1,638,306
Property, plant and equipment, net		375,029	591,723	—		966,752
Other non-current assets		202,927	109,924	—		312,851
Investments in and advances to/from subsidiaries		900,911	—	(900,911	)	—
Total assets	$	2,187,078	1,631,742	(900,911	)	2,917,909
Accounts payable	$	146,128	363,576	—		509,704
Other current liabilities		460,380	138,600	—		598,980
Total current liabilities		606,508	502,176	—		1,108,684
Long-term debt		540,612	—	—		540,612
Other non-current liabilities		227,574	228,655	—		456,229
Common stock of $1 par value		140,592	6,238	(6,238	)	140,592
Retained earnings		671,792	894,673	(894,673	)	671,792
Total liabilities and shareholders’ equity	$	2,187,078	1,631,742	(900,911	)	2,917,909

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(Amounts in thousands)

Year ended June 25, 2003

	Parent			Guarantor Subsidiaries		Eliminations		Consolidated
Net cash (used in) provided by operating activities	$	(57,454	)	442,632		—		385,178
Purchases of property, plant and equipment, net		(114,784	)	(61,920	)	—		(176,704	)
Decrease (increase) in other assets		245,575		(13,854	)	(263,841	)	(32,120	)
Net cash provided by (used in) investing activities		130,791		(75,774	)	(263,841	)	(208,824	)
Dividends paid		(28,151	)	—		—		(28,151	)
Principal payments on long-term debt		(246,279	)	—		—		(246,279	)
Other		92,223		(358,319	)	263,841		(2,255	)
Net cash used in financing activities		(182,207	)	(358,319	)	263,841		(276,685	)
(Decrease) increase in cash and cash equivalents		(108,870	)	8,539		—		(100,331	)
Cash and cash equivalents at the beginning of the year		228,981		(1,135	)	—		227,846
Cash and cash equivalents at end of the year	$	120,111		7,404		—		127,515

58

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands except per share data, unless otherwise stated

Year ended June 26, 2002

	Parent			Guarantor Subsidiaries		Eliminations		Consolidated
Net cash provided by operating activities	$	343,918		33,031		—		376,949
Purchases of property, plant and equipment, net		(15,029	)	(68,512	)	—		(83,541	)
Decrease (increase) in other assets		19,254		(13,326	)	(34,314	)	(28,386	)
Increase in marketable securities		(18,333	)	—		—		(18,333	)
Proceeds from sale of facility		—		65,472		—		65,472
Net cash used in investing activities		(14,108	)	(16,366	)	(34,314	)	(64,788	)
Dividends paid		(49,899	)	—		—		(49,899	)
Other		(162,066	)	(27,725	)	34,314		(155,477	)
Net cash used in financing activities		(211,965	)	(27,725	)	34,314		(205,376	)
Increase (decrease) in cash and cash equivalents		117,845		(11,060	)	—		106,785
Cash and cash equivalents at the beginning of the year		111,136		9,925		—		121,061
Cash and cash equivalents at end of the year	$	228,981		(1,135	)	—		227,846
Year ended June 27, 2001
	Parent			Guarantor Subsidiaries		Eliminations		Consolidated
Net cash provided by operating activities	$	127,529		117,359		—		244,888
Purchases of property, plant and equipment, net		(69,348	)	(243,971	)	—		(313,319	)
Increase in other assets		(218,241	)	(4,205	)	215,927		(6,519	)
Acquisition, net of cash acquired		(30,942	)	(92,811	)	—		(123,753	)
Net cash used in investing activities		(318,531	)	(340,987	)	215,927		(443,591	)
Decrease in short-term borrowings		(235,000	)	—		—		(235,000	)
Proceeds from issuance of long-term debt		700,000		—		—		700,000
Purchases of common stock		(17,003	)	—		—		(17,003	)
Dividends paid		(142,853	)	—		—		(142,853	)
Other		(18,163	)	219,134		(215,927	)	(14,956	)
Net cash provided by financing activities		286,981		219,134		(215,927	)	290,188
Increase (decrease) in cash and cash equivalents		95,979		(4,494	)	—		91,485
Cash and cash equivalents at the beginning of the year		15,157		14,419		—		29,576
Cash and cash equivalents at end of the year	$	111,136		9,925		—		121,061

All costs incurred by the Company’s headquarters that are not specifically identifiable to a subsidiary are allocated to each subsidiary based on its relative size to the Company as a whole. Taxes payable and deferred taxes are obligations of the Company. Expenses related to both current and deferred income taxes are allocated to each subsidiary based on each subsidiary’s effective tax rate.

If the guarantor subsidiaries operated on a stand alone basis, their expenses may or may not have been higher were it not for the related party transactions and the headquarters functions described above.

59

INDEPENDENT AUDITORS’ REPORT

ON FINANCIAL STATEMENT SCHEDULE

The Shareholders and Board of Directors

Winn-Dixie Stores, Inc.:

Under date of August 6, 2003, we reported on the consolidated balance sheets of Winn-Dixie Stores, Inc. and subsidiaries as of June 25, 2003 and June 26, 2002, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years ended June 25, 2003, June 26, 2002 and June 27, 2001 as contained in the annual report on Form 10-K for the year 2003. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related consolidated financial statement schedule as listed in the accompanying index on page 23 of the annual report on Form 10-K for the year 2003. This consolidated financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion on this consolidated financial statement schedule based on our audits.

In our opinion, the consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

KPMG LLP

Jacksonville, Florida

August 6, 2003

60

Schedule II

WINN-DIXIE STORES, INC. AND SUBSIDIARIES

Consolidated Valuation and Qualifying Accounts

Years Ended June 25, 2003, June 26, 2002 and June 27, 2001

(Amounts in thousands)

Description	Balance at beginning of year		Additions charged to expense	Deductions from reserves	Balance at end of year
Year ended June 25, 2003:
Reserves deducted from assets to which they apply:
Valuation allowance on deferred tax assets	$	35,913	3,021	—	38,934
Allowance for doubtful receivables	$	2,779	10,265	11,001	2,043
Year ended June 26, 2002:
Reserves deducted from assets to which they apply:
Valuation allowance on deferred tax assets	$	29,696	6,217	—	35,913
Allowance for doubtful receivables	$	3,935	16,957	18,113	2,779
Year ended June 27, 2001:
Reserves deducted from assets to which they apply:
Valuation allowance on deferred tax assets	$	16,489	13,207	—	29,696
Allowance for doubtful receivables	$	3,822	17,024	16,911	3,935

61

ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A: CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to the filing date of this report, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of the Company’s management, including the Company’s President and Chief Executive Officer along with the Company’s Chief Financial Officer. Based upon that evaluation, the Company’s President and Chief Executive Officer along with the Company’s Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective. There have been no significant changes in the Company’s internal controls or in other factors which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

62

PART III

ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors of the Company

Information about “Directors of the Company” is presented under the caption “Board of Directors of Winn-Dixie Stores, Inc.” in the Company’s 2003 Proxy Statement and is incorporated herein by reference.

Executive Officers of the Company

Officers are elected annually by the Board of Directors and serve for a one-year period or until their successors are duly elected and qualified. Set forth below is certain information concerning the executive officers of the Company as of July 15, 2003:

NAME	AGE	OFFICE HELD	YEAR APPOINTED TO CURRENT POSITION	YEAR FIRST EMPLOYED BY WINN-DIXIE
Frank Lazaran	46	President and Chief Executive Officer	2003	2002
Laurence B. Appel	42	Senior Vice President and General Counsel	2002	2002
David F. Henry	53	Senior Vice President, Marketing	2003	2001
Richard C. Judd	52	Senior Vice President, Supply Chain and Merchandising	2003	2001
Mark W. Matta	46	Senior Vice President, Human Resources	2003	2003
Richard P. McCook	50	Senior Vice President and Chief Financial Officer	1984	1984
Karen E. Salem	41	Senior Vice President and Chief Information Officer	2002	2002
Dennis M. Sheehan	49	Senior Vice President, Real Estate	2000	2000
John R. Sheehan	45	Senior Vice President, Operations	2001	2000
D. Michael Byrum	50	Vice President, Corporate Controller and Chief Accounting Officer	2000	1972
Kellie D. Hardee	34	Vice President, Finance and Treasurer	2000	2000

63

President and Chief Executive Officer, Mr. Frank Lazaran was Chief Operating Officer of Winn-Dixie Stores, Inc. from 2002 to 2003. From 1999 to 2002, Mr. Lazaran was President of Randalls Food Market, Inc., a division of Safeway. From 1997 to 1999, Mr. Lazaran was Senior Vice President of Sales, Merchandising and Logistics of Randalls Food Market, Inc. For the 23 years preceding, Mr. Lazaran was employed at Ralphs Grocery Company, most recently as Group Vice President Sales, Advertising and Merchandising.

Senior Vice President and General Counsel, Mr. Laurence B. Appel was Senior Vice President, Legal in his most recent position at The Home Depot from 1997 to 2002. From 1995 to 1997, Mr. Appel was with Altman, Kritzer & Levick. For the seven years preceding, Mr. Appel was employed at King & Spalding LLP.

Senior Vice President, Marketing, Mr. David F. Henry was Vice President, Marketing of Winn-Dixie Stores, Inc. from 2001 to 2003. From 1985 to 2001, Mr. Henry was Vice President of Marketing and Advertising for Price Chopper.

Senior Vice President, Supply Chain and Merchandising, Mr. Richard C. Judd was appointed as Senior Vice President of Logistics, Manufacturing and Enterprise Program Management during 2003 and was Vice President of Winn-Dixie Stores, Inc. Warehousing and Distribution from 2001 to 2003. For the 20 years preceding, Mr. Judd was employed at Fleming Companies, Inc., most recently as Senior Vice President of Supply.

Senior Vice President, Human Resources, Mr. Mark W. Matta was Senior Vice President, Human Resources of OfficeMax Corporation, from 2000 to 2003. For the 14 years preceding, Mr. Matta was employed at Sherwin-Williams Company, most recently as Vice President of Human Resources.

Senior Vice President and Chief Information Officer, Ms. Karen E. Salem was Senior Vice President and Chief Information Officer of Corning Cable Systems from 2000 to 2002. From 1999 to 2000, Ms. Salem was Chief Information Officer and Vice President for AFC Enterprises. Ms. Salem was Information Technology Vice President of Rexall Sundown from 1995 to 1999.

Senior Vice President, Real Estate, Mr. Dennis M. Sheehan was a private real estate developer for grocery and other retail facilities in the southeast from 1987 to 2000. For the 10 years preceding 1987, Mr. Sheehan was employed at Albertson’s, most recently as Director of Real Estate.

Senior Vice President, Operations, Mr. John R. Sheehan was Executive Vice President of Pathmark Stores, Inc. from 1997 to 2000. For the 16 years preceding 1997, Mr. Sheehan was employed at Albertson’s, most recently as Director of Operations, Southern California Division.

Vice President, Finance and Treasurer, Ms. Kellie D. Hardee was Audit Manager of Arthur Andersen LLP, from 1999 to 2000. From 1997 to 1999, Ms. Hardee was Corporate Controller for Armor Holdings, Inc. Ms. Hardee was Assistant Controller for PSS World Medical, Inc. from 1995 to 1997.

64

Senior Vice President and Chief Financial Officer Mr. Richard P. McCook and Vice President, Corporate Controller and Chief Accounting Officer, Mr. D. Michael Byrum have been employed for the past five years either in the same capacity or in a position with the Company which was consistent in occupation with their present assignment.

Family Relationships

Dennis M. Sheehan and John R. Sheehan are brothers. A. Dano Davis is the first cousin of T. Wayne Davis, Director, and the first cousin of the spouse of Charles P. Stephens, Director. No other executive officer or director has a family relationship with any other executive officer or director.

Section 16(a) Beneficial Ownership Reporting Compliance

Information about “Section 16(a) Beneficial Ownership Reporting Compliance” is presented under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s 2003 Proxy Statement and is incorporated herein by reference.

Code of Ethics and Code of Conduct

In January 2003, the Company adopted a Code of Ethics for Senior Executive and Financial Officers (the “Code of Ethics”) that applies to our chief executive officer, chief financial officer, corporate controller and chief accounting officer and persons performing similar functions. In August 2003, the Company adopted a Code of Conduct (the “Code of Conduct”) for all Company associates as well as executive officers. The Code of Ethics and Code of Conduct are available on the Company’s website at www.winn-dixie.com under the “Corporate Governance” caption and also are filed as exhibits to this Form 10-K. Any amendments to, or waivers of, the Code of Ethics will be disclosed on our website promptly following the date of such amendment or waiver.

ITEM 11: EXECUTIVE COMPENSATION

Information about “Executive Compensation” is presented under the caption “Executive Compensation” in the Company’s 2003 Proxy Statement and is incorporated herein by reference.

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information about “Stock Ownership” is presented under the captions “Stock Ownership by Principal Shareholders” and “Stock Ownership of Directors and Management” and information about “Equity Compensation Plans” is presented under the caption “Equity Compensation Plans” in the Company’s 2003 Proxy Statement and is incorporated herein by reference.

65

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information about “Certain Relationships and Related Transactions” is presented under the caption “Certain Relationships and Related Transactions” in the Company’s 2003 Proxy Statement and is incorporated herein by reference.

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information about “Principal Accountant Fees and Services” is presented under the caption “Audit Committee Report” in the Company’s 2003 Proxy Statement and is incorporated herein by reference.

66

PART IV

ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) Financial Statements and Financial Statement Schedules:

(1) Consolidated Statements of Operations, Years ended June 25, 2003, June 26, 2002 and June 27, 2001.

Consolidated Balance Sheets, as of June 25, 2003 and June 26, 2002.

Consolidated Statements of Cash Flows, Years ended June 25, 2003, June 26, 2002 and June 27, 2001.

Consolidated Statements of Shareholders’ Equity, Years ended June 25, 2003, June 26, 2002 and June 27, 2001.

(2) Schedule II—Consolidated Valuation and Qualifying Accounts, Years ended June 25, 2003, June 26, 2002 and June 27, 2001.

(3) Exhibits.

67

Exhibit Number	Description of Exhibit	Incorporated by Reference From
3.1	Restated Articles of Incorporation as filed with the Secretary of State of Florida.
3.1.1	Amendment adopted October 7, 1992, to Restated Articles of Incorporation.
3.1.2	Amendment adopted October 5, 1994, to Restated Articles of Incorporation.
3.1.3	Amendment adopted October 1, 1997, to Restated Articles of Incorporation.
3.2	Restated By-Laws, as amended through April 23, 2003.
4.2	First Supplemental Indenture, dated March 29, 2001, among Winn-Dixie Stores, Inc., the Guarantors named therein and Wilmington Trust Company, as Trustee.	Previously filed as Exhibit 4.2 (a) to Form 8-K filed on March 29, 2001, which Exhibit is herein incorporated by reference.
4.2.1	Second Supplemental Indenture, dated January 10, 2002, among Winn-Dixie Stores, Inc., the Guarantors named therein and Wilmington Trust Company, as Trustee.	Previously filed as Exhibit 4.2.1 to Form 10-Q for the quarter ended April 3, 2002, which Exhibit is herein incorporated by reference.
9.1	Agreement of Shareholders of D.D.I., Inc. (formerly Vadis Investments, Inc.) dated April 19, 1989.
10.0.1*	Employment Agreement of Allen R. Rowland, effective November 23, 1999.	Previously filed as Exhibit 10.0 to Form 10-K for the year ended June 28, 2000, which Exhibit is herein incorporated by reference.
10.0.2*	Employment Agreement of Frank Lazaran, effective June 24, 2003.

68

Exhibit Number	Description of Exhibit	Incorporated by Reference From
10.1*	Annual Officer Incentive Compensation Plan, effective June 15, 1998.	Previously filed as Exhibit 10.1 to Form 10-Q for the quarter ended September 16, 1998, which Exhibit is herein incorporated by reference.
10.2.1*	Restricted Stock Plan, as amended effective August 2, 1999.	Previously filed as Exhibit 10.2.1 to Form 10-Q for the quarter ended September 22, 1999, which Exhibit is herein incorporated by reference.
10.2.2*	Performance-Based Restricted Stock Plan, as amended effective August 2, 1999.	Previously filed as Exhibit 10.2.2 to Form 10-Q for the quarter ended September 22, 1999, which Exhibit is herein incorporated by reference.
10.2.3*	Amendment to the Performance-Based Restricted Stock Plan, effective January 26, 2000.	Previously filed as Exhibit 10.2.3 to Form 10-K for the year ended June 28, 2000, which Exhibit is herein incorporated by reference.
10.2.4*	Restricted Stock Plan, as amended effective August 9, 2000.	Previously filed as Exhibit 10.2.4 to Form 10-K for the year ended June 27, 2001, which Exhibit is herein incorporated by reference.
10.3*	Key Employee Stock Option Plan, as amended effective August 9, 2000.	Previously filed as Exhibit 10.3 to Form 10-Q for the quarter ended September 20, 2000, which Exhibit is herein incorporated by reference.
10.4*	Supplemental Retirement Plan, as amended effective June 15, 2000.	Previously filed as Exhibit 10.4 to Form 10-K for the year ended June 28, 2000, which Exhibit is herein incorporated by reference

* Management contract or compensatory plan or agreement

69

Exhibit Number	Description of Exhibit	Incorporated by Reference From
10.5*	Management Security Plan, as amended and restated effective May 1, 1992	Previously filed as Exhibit 10.5 to Form 10-Q for the quarter ended January 8, 2003, which Exhibit is herein incorporated by reference.
10.6*	Senior Corporate Officer’s Management Security Plan, as amended and restated effective May 1, 1992.
10.7*	Winn-Dixie Stores, Inc. Directors’ Deferred Fee Plan as amended through October 4, 2000.	Previously filed as Exhibit 10.7 to Form 10-Q for the quarter ended September 20, 2000, which Exhibit is herein incorporated by reference.
10.8*	Winn-Dixie Stores, Inc. Stock Plan for Directors, effective October 4, 2000.	Previously filed as Exhibit 10.8 to Form 10-Q for the quarter ended September 20, 2000, which Exhibit is herein incorporated by reference.
10.9	Credit Agreement, dated March 29, 2001, among Winn-Dixie stores, Inc., First Union National Bank and other lenders named therein, relating to Winn-Dixie Stores, Inc.’s senior credit facility in the amount of $800,000,000.	Previously filed as Exhibit 10 to Form 8-K filed on March 29, 2001, which Exhibit is herein incorporated by reference.
10.9.1	Amendment to the Credit Agreement dated March 29, 2001, among Winn-Dixie Stores, Inc., First Union National Bank and other lenders named therein, relating to Winn-Dixie Stores, Inc.’s senior credit facility in the amount of $800,000,000 effective March 14, 2002.	Previously filed as Exhibit 10.9.1 to Form 10-Q for the quarter ended April 3, 2002, which Exhibit is herein incorporated by reference.

* Management contract or compensatory plan or agreement

70

Exhibit Number	Description of Exhibit	Incorporated by Reference From
10.9.2	Second Amendment to Credit Agreement dated March 29, 2001, among Winn-Dixie Stores, Inc., Wachovia Bank, National Association and other lenders named therein, relating to Winn-Dixie Stores, Inc.’s senior credit facility in the amount of $800,000,000 effective May 3, 2002.	Previously filed as Exhibit 10.9.2 to Form 10-K for the year ended June 26, 2002, which Exhibit is herein incorporated by reference.
10.9.3	Third Amendment to Credit Agreement dated March 29, 2001, among Winn-Dixie Stores, Inc., Wachovia Bank, National Association and other lenders named therein, relating to Winn-Dixie Stores, Inc.’s senior credit facility in the amount of $800,000,000 effective March 24, 2003.
12.0	Computation of Consolidated Ratios of Earnings to Fixed Charges for Winn-Dixie Stores, Inc.
14.1	Winn-Dixie Code of Conduct
14.2	Code of Ethics for Senior Executive and Financial Officers of Winn-Dixie Stores, Inc.
21.1	Subsidiaries of Winn-Dixie Stores, Inc.
23.1	Independent Auditors’ Consent
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1	Written Statement of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350
32.2	Written Statement of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350

Reports on Form 8-K:

On June 12, 2003, the Company filed a current report on Form 8-K under “Item 5. Other Events”.

On May 5, 2003, the Company filed a current report on Form 8-K under “Item 5. Other Events”.

71

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WINN-DIXIE STORES, INC.
By	/s/ Frank Lazaran
	Frank Lazaran
	President and Chief Executive Officer
Date	August 7, 2003

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ A. Dano Davis (A. Dano Davis)	Chairman of the Board	August 7, 2003
/s/ Frank Lazaran (Frank Lazaran)	President, Chief Executive Officer and Director (Principal Executive Officer)	August 7, 2003
/s/ Richard P. McCook (Richard P. McCook)	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	August 7, 2003
/s/ D. Michael Byrum (D. Michael Byrum)	Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)	August 7, 2003

72

/s/ T. Wayne Davis (T. Wayne Davis)	Director	August 7, 2003
/s/ Charles P. Stephens (Charles P. Stephens)	Director	August 7, 2003
/s/ John H. Dasburg (John H. Dasburg)	Director	August 7, 2003
/s/ Carleton T. Rider (Carleton T. Rider)	Director	August 7, 2003
/s/ Julia B. North (Julia B. North)	Director	August 7, 2003
/s/ Tillie K. Fowler (Tillie K. Fowler)	Director	August 7, 2003
/s/ Ronald Townsend (Ronald Townsend)	Director	August 7, 2003
/s/ John E. Anderson (John E. Anderson)	Director	August 7, 2003
/s/ Edward W. Mehrer, Jr. (Edward W. Mehrer, Jr.)	Director	August 7, 2003

73

Exhibit Number	Description of Exhibit	Incorporated by Reference From
3.1	Restated Articles of Incorporation as filed with the Secretary of State of Florida.
3.1.1	Amendment adopted October 7, 1992, to Restated Articles of Incorporation.
3.1.2	Amendment adopted October 5, 1994, to Restated Articles of Incorporation.
3.1.3	Amendment adopted October 1, 1997, to Restated Articles of Incorporation.
3.2	Restated By-Laws, as amended through April 23, 2003.
4.2	First Supplemental Indenture, dated March 29, 2001, among Winn-Dixie Stores, Inc., the Guarantors named therein and Wilmington Trust Company, as Trustee.	Previously filed as Exhibit 4.2 (a) to Form 8-K filed on March 29, 2001, which Exhibit is herein incorporated by reference.
4.2.1	Second Supplemental Indenture, dated January 10, 2002, among Winn-Dixie Stores, Inc., the Guarantors named therein and Wilmington Trust Company, as Trustee.	Previously filed as Exhibit 4.2.1 to Form 10-Q for the quarter ended April 3, 2002, which Exhibit is herein incorporated by reference.
9.1	Agreement of Shareholders of D.D.I., Inc. (formerly Vadis Investments, Inc.) dated April 19, 1989.
10.0.1*	Employment Agreement of Allen R. Rowland, effective November 23, 1999.	Previously filed as Exhibit 10.0 to Form 10-K for the year ended June 28, 2000, which Exhibit is herein incorporated by reference.
10.0.2*	Employment Agreement of Frank Lazaran, effective June 24, 2003.

Exhibit Number	Description of Exhibit	Incorporated by Reference From
10.1*	Annual Officer Incentive Compensation Plan, effective June 15, 1998.	Previously filed as Exhibit 10.1 to Form 10-Q for the quarter ended September 16, 1998, which Exhibit is herein incorporated by reference.
10.2.1*	Restricted Stock Plan, as amended effective August 2, 1999.	Previously filed as Exhibit 10.2.1 to Form 10-Q for the quarter ended September 22, 1999, which Exhibit is herein incorporated by reference.
10.2.2*	Performance-Based Restricted Stock Plan, as amended effective August 2, 1999.	Previously filed as Exhibit 10.2.2 to Form 10-Q for the quarter ended September 22, 1999, which Exhibit is herein incorporated by reference.
10.2.3*	Amendment to the Performance-Based Restricted Stock Plan, effective January 26, 2000.	Previously filed as Exhibit 10.2.3 to Form 10-K for the year ended June 28, 2000, which Exhibit is herein incorporated by reference.
10.2.4*	Restricted Stock Plan, as amended effective August 9, 2000.	Previously filed as Exhibit 10.2.4 to Form 10-K for the year ended June 27, 2001, which Exhibit is herein incorporated by reference.
10.3*	Key Employee Stock Option Plan, as amended effective August 9, 2000.	Previously filed as Exhibit 10.3 to Form 10-Q for the quarter ended September 20, 2000, which Exhibit is herein incorporated by reference.
10.4*	Supplemental Retirement Plan, as amended effective June 15, 2000.	Previously filed as Exhibit 10.4 to Form 10-K for the year ended June 28, 2000, which Exhibit is herein incorporated by reference

* Management contract or compensatory plan or agreement

Exhibit Number	Description of Exhibit	Incorporated by Reference From
10.5*	Management Security Plan, as amended and restated effective May 1, 1992	Previously filed as Exhibit 10.5 to Form 10-Q for the quarter ended January 8, 2003, which Exhibit is herein incorporated by reference.
10.6*	Senior Corporate Officer’s Management Security Plan, as amended and restated effective May 1, 1992.
10.7*	Winn-Dixie Stores, Inc. Directors’ Deferred Fee Plan as amended through October 4, 2000.	Previously filed as Exhibit 10.7 to Form 10-Q for the quarter ended September 20, 2000, which Exhibit is herein incorporated by reference.
10.8*	Winn-Dixie Stores, Inc. Stock Plan for Directors, effective October 4, 2000.	Previously filed as Exhibit 10.8 to Form 10-Q for the quarter ended September 20, 2000, which Exhibit is herein incorporated by reference.
10.9	Credit Agreement, dated March 29, 2001, among Winn-Dixie stores, Inc., First Union National Bank and other lenders named therein, relating to Winn-Dixie Stores, Inc.’s senior credit facility in the amount of $800,000,000.	Previously filed as Exhibit 10 to Form 8-K filed on March 29, 2001, which Exhibit is herein incorporated by reference.
10.9.1	Amendment to the Credit Agreement dated March 29, 2001, among Winn-Dixie Stores, Inc., First Union National Bank and other lenders named therein, relating to Winn-Dixie Stores, Inc.’s senior credit facility in the amount of $800,000,000 effective March 14, 2002.	Previously filed as Exhibit 10.9.1 to Form 10-Q for the quarter ended April 3, 2002, which Exhibit is herein incorporated by reference.

* Management contract or compensatory plan or agreement

Exhibit Number	Description of Exhibit	Incorporated by Reference From
10.9.2	Second Amendment to Credit Agreement dated March 29, 2001, among Winn-Dixie Stores, Inc., Wachovia Bank, National Association and other lenders named therein, relating to Winn-Dixie Stores, Inc.’s senior credit facility in the amount of $800,000,000 effective May 3, 2002.	Previously filed as Exhibit 10.9.2 to Form 10-K for the year ended June 26, 2002, which Exhibit is herein incorporated by reference.
10.9.3	Third Amendment to Credit Agreement dated March 29, 2001, among Winn-Dixie Stores, Inc., Wachovia Bank, National Association and other lenders named therein, relating to Winn-Dixie Stores, Inc.’s senior credit facility in the amount of $800,000,000 effective March 24, 2003.
12.0	Computation of Consolidated Ratios of Earnings to Fixed Charges for Winn-Dixie Stores, Inc.
14.1	Winn-Dixie Code of Conduct
14.2	Code of Ethics for Senior Executive and Financial Officers of Winn-Dixie Stores, Inc.
21.1	Subsidiaries of Winn-Dixie Stores, Inc.
23.1	Independent Auditors’ Consent
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1	Written Statement of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350
32.2	Written Statement of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350

EX-3.1

                                                                     EXHIBIT 3.1

                       RESTATED ARTICLES OF INCORPORATION

                                       OF

                             WINN-DIXIE STORES, INC.

     Pursuant to Section 607.1007 of the Florida Business Corporation Act,
Winn-Dixie Stores, Inc., the undersigned Corporation, pursuant to a resolution
duly adopted by its Board of Directors, hereby adopts the following Restated
Articles of Incorporation:

                                     FIRST:

            The name of this Corporation is: WINN-DIXIE STORES, INC.

                                     SECOND:

     The general nature of the business or businesses or objects or purposes
proposed to be transacted, promoted or carried on are:

     (a) To establish, own, lease, operate, maintain, conduct and carry on a
general grocery business, both retail and wholesale, and the doing and
transacting of all acts, business and things incidental to, relating to, or
which may be conveniently done in carrying out its business as aforesaid.

     (b) To buy, sell, manufacture, produce and generally handle any and all
groceries and all articles of food and drink and things which may be required
for the purpose of the company or commonly supplied or dealt in by persons
engaged in the grocery business.

     (c) To buy, sell, own, manufacture, use, operate, maintain, lease on
royalty or otherwise, rent, export and import and generally deal in fixture,
furniture, equipment of any and every kind and of personal property which may be
used or useful in establishing, conducting or operating grocery stores.

     (d) To purchase, lease, own, hold, operate, sell, let or otherwise acquire,
utilize and dispose of stores, warehouses, buildings, factories, lands and all
other works and facilities for conducting a general retail and wholesale grocery
business.



     (e) To manufacture, purchase or otherwise acquire, own, mortgage, pledge,
sell, assign and transfer, or otherwise dispose of, to invest, trade, deal in
and deal with goods, wares, and merchandise and real and personal property of
every class and description.

     (f) To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.

     (g) To acquire, hold, use, sell, assign, lease, grant licenses in respect
of, mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trademarks and trade names, relating to
or useful in connection with any business of this Corporation.

     (h) To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge,
or otherwise dispose of shares of the capital stock of, or any bonds, securities
or evidence of indebtedness created by any other corporation or corporations
organized under the laws of this state or any other state, county, nation or
government and while the owner thereof to exercise all the rights, powers and
privileges of ownership.

     (i) To issue bonds, debentures or obligations of this Corporation from time
to time, for any of the objects or purposes of the Corporation, and to secure
the same by mortgage, pledge, deed of trust or otherwise.

     (j) To purchase, hold, sell and transfer the shares of its own capital
stock; provided it shall not use its funds or property for the purchase of its
own shares of capital stock when such use would cause any impairment of its
capital; and provided further that shares of its own capital stock belonging to
it shall not be voted upon directly or indirectly.

     (k) To have one or more offices, to carry on all or any of its operations
and business, and, without restriction or limit as to amount, to purchase or
otherwise acquire, hold, own, mortgage, sell, convey or otherwise dispose of
real and personal property of every class and description in any of the States,
Districts, Territories, or Colonies of the United States, and in any and all
foreign countries, subject to the laws of such State, District, Territory,
Colony or Country.

     (l) In general, to carry on any other business in connection with the
foregoing, whether manufacturing or otherwise, and to have and exercise all
further and other powers conferred by the laws of Florida upon corporations of
this class, and to do any or all of the things hereinbefore set forth or
authorized by the statutes of the State of Florida, to the same extent as
natural persons might or could do.



     The foregoing clauses shall be construed both as objects and powers; and it
is hereby expressly provided that the foregoing enumeration of specific powers
shall not be held to limit or restrict in any manner the powers of this
Corporation.

                                     THIRD:

     The total number of shares, including those previously authorized, which
the Corporation may have outstanding at any time is 100,000,000 shares, all of
which shall be Common Stock, having a par value of $1.00 per share. Shares of
Common Stock may from time to time be issued for such consideration, payable in
either money or property (including shares of stock or other securities of the
Corporation or any other corporation), labor or services, having a value as in
the judgment of the Board of Directors shall be at least equivalent to the full
par value of the stock so issued, and all shares so issued and paid for shall
thenceforth be fully paid and non-assessable. Except as to stockholders having
some contractual right of subscription, no holders of Common Stock shall have
any preemptive right, as such holders, to purchase, subscribe for or otherwise
acquire any part of any new or additional issue of capital stock of any class
whatsoever, or of securities convertible into capital stock of any class
whatsoever, whether now or hereafter authorized, or whether issued for cash,
property, labor or services.

                                     FOURTH:

     The amount of capital with which this Corporation will begin business shall
be $1,000.00.

                                     FIFTH:

     This Corporation is to have perpetual existence,

                                     SIXTH:

     The principal office of the Corporation is to be located in the City of
Jacksonville, County of Duval and State of Florida.

                                    SEVENTH:

     The names and post office addresses of the first Board of Directors who,
subject to the provisions of this Certificate of Incorporation, the By-Laws, and
the Corporation Laws of Florida, shall hold office for the first year of the
Corporation's existence or until their successors are duly elected or chosen and
have qualified, are as follows:

          E. L. Winn,
          Enterprise and Nooney Streets,
          Jacksonville, Florida;



          W. R. Lovett,
          Enterprise and Nooney Streets,
          Jacksonville, Florida;

          Francis B. Childress,
          C/O Atlantic National Bank,
          Jacksonville, Florida;

          O. R. Merritt,
          1730 lonia Street,
          Jacksonville, Florida;

          B. A. Jones,
          1318 Willow Branch Avenue,
          Jacksonville, Florida

                                     EIGHTH:

     The names and addresses of the subscribers hereto, together with a
statement for the number of shares of stock which each agrees to take, are as
follows:

     E. L. Winn,
        Enterprise and Nooney Streets,
           Jacksonville, Florida,                      350 shares Class B.
                                                          Common Stock;

     W. R. Lovett,
        Enterprise and Nooney Streets,
           Jacksonville, Florida,                      350 shares Class B.
                                                          Common Stock;

     Francis B. Childress,
        C/O Atlantic National Bank,
           Jacksonville, Florida,                      300 shares Class B.
                                                          Common Stock.

                                     NINTH:

     Additional provisions for the regulation of the business and for the
conduct of the affairs of the Corporation are as follows:



     1) The Directors may be divided into two or more classes, whose terms of
office shall respectively expire at different times, but no such term shall
continue longer than three years, and at least one-fourth in number of the
Directors shall be elected annually.

     Each Director shall serve until his or her successor is elected and
qualified or until death, retirement, resignation or removal. No Director shall
be removed from office during his or her term as a Director, by vote or other
action by stockholders or otherwise, except for cause, and if by vote of
stockholders , then only by a vote of the holders of two-thirds of the shares
then entitled to vote at an election of Directors. Any vacancy which occurs on
the Board of Directors may be filled by a majority vote of the remaining
Directors or by the Stockholders . A Director elected by the Board to fill a
vacancy shall serve until the next Annual Meeting of Stockholders and until his
or her successor is elected and qualifies; a Director elected by the
stockholders to fill a vacancy shall serve for the balance of the term of the
Director whose office has been vacated.

     The provisions of this Paragraph (1) of Article NINTH may not be amended,
altered, changed or repealed, in whole or in part , unless authorized by the
affirmative vote of the holders of two-thirds of the shares then entitled to
vote at an election of Directors.

     (2) The Board of Directors may contract with any person to sell, issue and
deliver to such person, at or within some designated future time, all or any
part of its then authorized and unissued stock that is without nominal or par
value, for such consideration as said Board of Directors may by resolution fix
and prescribe; and the Board of Directors may, for a consideration give to any
person a valid option contract obligating the Corporation to sell and entitling
such person to receive, in accordance with the provisions of such option, and at
the price therein fixed, the "no par value" stock embraced within the option
agreement - all such stock purchased and paid for pursuant to every such option
shall be in all respects fully paid and non-assessable.

     (3) In furtherance and not in limitation of the powers conferred by the
Laws of Florida, the Board of Directors is expressly authorized:

     To make and alter the By-Laws;

     To fix the amount to be reserved as working capital, and to authorize and
cause to be executed mortgages and liens upon the property and franchises of
this Corporation;

     If the By-Laws so provide, or by resolution passed by a majority of the
whole Board, to designate two or more of their number to constitute an Executive



Committee, which Committee shall for the time being, as provided in said
resolution or in the By-Laws of this Corporation, have and exercise any or all
of the powers of the Board of Directors in the management of the business and
affairs of this Corporation and have power to authorize the seal of this
Corporation to be affixed to all papers which may require it;

     From time to time, to determine whether and to what extent and at what
times and places and under what conditions and regulations the books and
accounts of this Corporation, or any of them other than the stock ledger shall
be open to the inspection of the stockholders; and no stockholder shall have any
right to inspect any account or book or document of the Corporation, except as
conferred by law or authorized by resolution of the Directors or of the
stockholders.

     If the By-Laws so provide, the stockholders and Directors shall have power
to hold their meetings, to have an office or offices and to keep the books of
this Corporation (subject to provisions of the statute) outside of the State of
Florida at such places as may from time to time be designated by them.

     This Corporation may in its By-Laws confer powers additional to the
foregoing upon the Directors, in addition to the powers and authorities
expressly conferred upon them by Law.

     The object specified herein shall, except where otherwise expressed, be in
no way limited nor restricted by reference to or interference from the terms of
any other clause or paragraph of this Certificate of Incorporation. The objects,
purposes and powers specified in each of the clauses or paragraphs in this
Certificate of Incorporation shall be regarded as independent objects, purposes
and powers.

     This Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by Law, and all rights conferred on officers, Directors and
Stockholders herein are granted subject to this reservation.

                               * * * * * * * * * *

     We, the undersigned, being all of the original subscribers to the Capital
stock, for the purpose of forming a corporation to do business, both within and
without the State of Florida, pursuant to the General Corporation Law of the
State of Florida, do make and file this Certificate of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and we do
respectively agree to take, at a price per share to be fixed by the Board of
Directors, the number of shares of stock hereinbefore set forth opposite our
respective names, and



accordingly have hereunto set our respective hands and seals, this the 24th day
of December, A. D., 1928.


                                        /s/ E. L. Winn                    (SEAL)
                                        ----------------------------------------


                                        /s/ W. R. Lovett                  (SEAL)
                                        ----------------------------------------


                                        /s/ Francis B. Childress          (SEAL)
                                        ----------------------------------------

EX-3.1.1

                                                                   EXHIBIT 3.1.1

                              ARTICLES OF AMENDMENT
                    TO THE RESTATED ARTICLES OF INCORPORATION
                                       OF
                             WINN-DIXIE STORES, INC.

     Pursuant to Section 607.1006, Florida Business Corporation Act, the
undersigned Corporation hereby adopts the following Articles of Amendment to its
Restated Articles of Incorporation:

     1. The name of the Corporation is WINN-DIXIE STORES, INC.

     2. The Restated Articles of Incorporation of the Corporation were filed
with the Secretary of State of Florida on October 28, 1991.

     3. The following amendment to the Restated Articles of Incorporation was
adopted by the Corporation on October 7, 1992, pursuant to Section 607.1003,
Florida Business Corporation Act, having been adopted by the Directors of the
Corporation on June 22, 1992, and by the Shareholders of the Corporation at its
Annual Meeting on October 7, 1992, at the headquarters office of the
Corporation, 5050 Edgewood Court, Jacksonville, Florida:

     "Article NINTH of the Corporation's Restated Articles of Incorporation is
     amended by adding the following paragraph immediately after line 20 on page
     4 thereof:

          A special meeting of stockholders shall be held on call of the Board
          of Directors or the person or persons authorized in the By-Laws, or if
          the holders of not less than thirty percent (30%) of all votes
          entitled to be cast on any issue proposed to be considered at the
          proposed special meeting sign, date and deliver to the Corporation's
          Secretary one or more written demands for the meeting describing the
          purpose or purposes for which it is to be held."

     4. The number of shares of the single class of shares of common stock of
the Corporation outstanding and entitled to vote thereon was 77,102,052, of
which a majority sufficient for approval of 53,663,030 shares voted for the
amendment and 5,749,740 shares voted against the amendment.

     5. In accordance with the provisions of Section 607.0705, Florida Statutes,
written notice of the Annual Shareholders' Meeting containing a summary of the
changes to be effected by the proposed amendment was given to each Shareholder
of record of the Corporation in accordance with the applicable laws of the State
of Florida and the By-Laws of the Corporation.

     IN WITNESS WHEREOF, Winn-Dixie Stores, Inc. has caused these Articles of
Amendment to Restated Articles of Incorporation to be executed in its corporate
name and by its respective President and Secretary under the seal of the
Corporation on the 7th day of October, 1992.

                                           WINN-DIXIE STORES, INC.


                                           By /s/ James Kufeldt
                                              ----------------------------------
                                              Its President


                                           By /s/ W. E. Ripley
                                              ----------------------------------
                                              Its Secretary

EX-3.1.2

                                                                   EXHIBIT 3.1.2

Filed Oct. 17, 1994
Secretary of State
Tallahassee, FL

                              ARTICLES OF AMENDMENT
                    TO THE RESTATED ARTICLES OF INCORPORATION
                                       OF
                             WINN-DIXIE STORES, INC.

     Pursuant to Section 607.1006, Florida Business Corporation Act, the
undersigned Corporation hereby adopts the following Articles of Amendment to its
Restated Articles of Incorporation:

     1. The name of the Corporation is WINN-DIXIE STORES, INC.

     2. The Restated Articles of Incorporation of the Corporation were filed
with the Secretary of State of Florida on October 28, 1991.

     3. Articles of Amendment to the Restated Articles of Incorporation of the
Corporation were filed with the Secretary of State of Florida on October 13,
1992.

     4. The following amendment to the Restated Articles of Incorporation was
adopted by the Corporation on October 5, 1994, pursuant to Section 607.1003,
Florida Business Corporation Act, having been adopted by the Directors of the
Corporation on July 25, 1994, and by the Shareholders of the Corporation at its
Annual Meeting on October 5, 1994, at the headquarters office of the
Corporation, 5050 Edgewood Court, Jacksonville, Florida 32254:

          "The first sentence of ARTICLE THIRD of the Restated Articles of
          Incorporation, as heretofore amended, of the Corporation be and it
          hereby is amended by deleting such sentence in its entirety and
          substituting in lieu thereof the following:

               "The total number of shares, including those previously
               authorized, which the Company may have outstanding at any time is
               200,000,000 shares, all of which shall be Common Stock, having a
               par value of $1.00 per share."

     5. The number of shares of the single class of shares of common stock of
the Corporation outstanding and entitled to vote thereon was 74,114,668, of
which a majority sufficient for approval of 60,266,616 shares voted for the
amendment and 3,234,699 shares voted against the amendment.

     6. In accordance with the provisions of Section 607.0705, Florida Statutes,
written notice of the Annual Shareholders' Meeting containing a summary of the
changes to be effected by the proposed amendment was given to each Shareholder
of record of the Corporation in accordance with the applicable laws of the State
of Florida and the By-Laws of the Corporation.

     IN WITNESS WHEREOF, Winn-Dixie Stores, Inc. has caused these Articles of
Amendment to Restated Articles of Incorporation to be executed in its corporate
name by its respective President and Assistant Secretary under the seal of the
Corporation on the 5th day of October, 1994.

                                           WINN-DIXIE STORES, INC.


                                           By /s/ James Kufeldt
                                              ----------------------------------
                                              Its President


                                           By /s/ Ronald D. Peterson
                                              ----------------------------------
                                              Its Assistant Secretary

EX-3.1.3

                                                                   EXHIBIT 3.1.3

                              ARTICLES OF AMENDMENT
                    TO THE RESTATED ARTICLES OF INCORPORATION
                                       OF
                             WINN-DIXIE STORES, INC.

     1. The name of this Corporation is WINN-DIXIE STORES, INC.

     2. The Restated Articles of Incorporation of the Corporation were filed
with the Florida Department of State on October 28, 1991.

     3. Articles of Amendment to the Restated Articles of Incorporation of the
Corporation were filed with the Florida Department of State on October 13, 1992
and October 17, 1994.

     4. The first sentence of ARTICLE THIRD of the Restated Articles of
Incorporation of the Corporation is hereby amended by deleting such sentence in
its entirety and substituting in lieu thereof the following:

               "The total number of shares, including those previously
               authorized, which the Company may have outstanding at any time is
               400,000,000 shares, all of which shall be Common Stock, having a
               par value of $1.00 per share."

     5. The foregoing amendment was adopted pursuant to Section 607.1003 of the
Florida Business Corporation Act, by the unanimous written consent of the Board
of Directors of the Corporation effective June 16, 1997, and by the Shareholders
of the Corporation at the Annual Meeting of Shareholders on October 1, 1997.

     6. The number of votes cast for the amendment by the Shareholders of the
Corporation was sufficient for approval of the amendment.

     IN WITNESS WHEREOF, Winn-Dixie Stores, Inc. has caused these Articles of
Amendment to the Restated Articles of Incorporation of Winn-Dixie Stores, Inc.
to be executed in its name by its President on this 1st day of October, 1997.

                                           WINN-DIXIE STORES, INC.


                                           By /s/ James Kufeldt
                                           -------------------------------------
                                           James Kufeldt
                                           President

EX-3.2

                                                                     EXHIBIT 3.2

Amended and Restated
Effective April 23, 2003

                                     BY-LAWS

                                       OF

                             WINN-DIXIE STORES, INC.

                                 * * * * * * * *

                                   ARTICLE I.

                                     Offices

     Section 1. Registered Office and Principal Office: The registered office
and principal office of the Corporation shall be located at 5050 Edgewood Court,
in the City of Jacksonville, County of Duval, and State of Florida, or at such
place or places as the Board of Directors may from time to time designate or the
business of the Corporation may require.

     Section 2. Registered Agent: The registered agent of the Corporation shall
be located at the registered office of the Corporation in the State of Florida
and shall be designated by resolution of the Board of Directors.

     Section 3. Other Offices: The Corporation may have other offices, either
within or outside of the State of Florida, at such place or places as the Board
of Directors may from time to time designate or the business of the Corporation
may require.

                                   ARTICLE II.

                                      Seal

     Section 1. The corporate seal shall be circular in form and shall have
inscribed thereon the name of the Corporation, the year of its incorporation
(1928) and the words "Corporate Seal, Florida."

     Section 2. The Secretary shall be the custodian of the Seal and shall affix
the same to all writings and documents requiring the Seal of the Company as
authorized by the Board of Directors.

                                       -1-



                                  ARTICLE III.

                            Meetings of Stockholders

     Section 1. Place: All meetings of the stockholders shall be held at the
principal office of the Corporation in the City of Jacksonville, County of Duval
and State of Florida, or at such other place, within or without the State of
Florida, as may be designated by the Board of Directors and stated in the notice
of meeting.

     Section 2. Annual Meeting: The annual meeting of stockholders shall be held
at 9:00 a.m. on the second Wednesday in October each year, or at such other time
and on such other date as the Board of Directors may determine, for the election
of Directors and for the transaction of such other business as may be brought
before the meeting.

     Any general business pertaining to the affairs of the Corporation may be
transacted at the Annual Meeting without special notice.

     The directors elected at the annual meeting shall be elected by plurality
vote of the stockholders entitled to vote and present or duly represented at
such meeting.

     Section 3. Special Meetings: Special meetings of the stockholders may be
called at any time by the Chairman of the Board, or by the Board of Directors.
The Corporation shall hold a special meeting of stockholders if the holders of
not less than thirty percent (30%) of all votes entitled to vote on any issue
proposed to be considered at the proposed special meeting shall sign, date and
deliver to the Corporation's Secretary one or more written demands for the
meeting describing the purpose or purposes for which it is to be held. Only
business within the purpose or purposes described in the special meeting notice
may be conducted at a special stockholders' meeting.

     Section 4. Notice: The Secretary shall notify stockholders of the date,
time and place of the Annual Meeting no fewer than ten (10) or more than sixty
(60) days before the meeting date, and shall send each holder of record of stock
entitled to vote at such meeting, at the stockholder's address as it appears in
the Corporation's current record of stockholders, a notice of such annual
meeting, by mail postage prepaid, or, if authorized by the stockholder, by
electronic means, stating the time and place of such meeting. A similar notice
shall be given by the Secretary of all special meetings, and in addition to the
requirements for notice of annual meeting, the notice for special meetings shall
include a description of the purpose or purposes for which the meeting is
called; PROVIDED, HOWEVER, that any action taken at an annual or special meeting
of stockholders may be taken without a meeting, without prior notice, and
without a vote, if (i) the action is taken by the holders of outstanding stock
entitled to vote thereon having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting, (ii) the
approving stockholders shall sign a written consent authorizing such action and
deliver such consent to the Corporation as provided in Section 607.0704, Florida
Business

                                       -2-



Corporation Act, and (iii) within ten (10) days after such authorization by
written consent is obtained, notice shall be given those stockholders who have
not consented in writing pursuant to provisions of Section 607.0704(3) of the
Florida Business Corporation Act.

     Section 5. Waiver of Notice: A stockholder may waive notice of any meeting
before or after the date and time stated in the notice. The waiver must be in
writing, signed by the stockholder and delivered to the Corporation for
inclusion in the minutes or filing with the corporate records. A stockholder's
attendance, in person or by proxy, at a meeting (i) waives objection to lack of
notice or defective notice of the meeting, unless the stockholder at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting, or (ii) waives objection to consideration of a particular matter
at the meeting that is not within the purpose or purposes described in the
meeting notice, unless the stockholder objects to considering the matter when it
is presented.

     Section 6. Quorum: The holders of a majority of the issued and outstanding
shares of Capital Stock of the Company entitled to vote at the meeting,
represented in person or by proxy, shall constitute a quorum for the transaction
of business at all meetings of the stockholders except as may be otherwise
provided by law or the Articles of Incorporation. The holders of a majority of
shares represented, and who would be entitled to vote at a meeting if a quorum
were present, where a quorum is not present, may adjourn such meeting from time
to time.

     Once a share is represented for any purpose at the meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is set for the adjourned
meeting.

     Section 7. Proxies: Any stockholder entitled to vote at any meeting of the
stockholders may be represented and vote at such meeting by proxy by (i) signing
a written appointment form or having such appointment form signed by the
stockholder's authorized officer, director, employee, or agent by any reasonable
means including, but not limited to, facsimile signature, or (ii) transmitting
or authorizing the transmission of a telegram, cablegram, or other means of
electronic transmission to the person who will be the proxy or to a proxy
solicitation firm, proxy support service organization, registrar or agent
authorized by the person who will be designated as the proxy to receive such
transmission. Any telegram, cablegram or other means of electronic transmission
must set forth or be submitted with information from which can be determined
that the transmission was authorized by the stockholder. An appointment by proxy
is valid for eleven months from the date of receipt by the Secretary or the
officer or agent authorized to tabulate votes, unless a longer period is
expressly provided in the appointment authorization.

     Section 8. Voting of Shares: Unless otherwise provided in the Articles of
Incorporation or these By-Laws, each outstanding share entitled to vote shall be
entitled to one vote on each matter submitted to a vote at a meeting of
stockholders. If a quorum exists, action on a matter is approved if the votes
cast by the stockholders entitled to vote favoring the action exceeds the votes
cast opposing the action, unless a greater vote is

                                       -3-



required by Law, the Articles of Incorporation or these By-Laws. If prior to the
voting for the election of directors, demand shall be made by or on behalf of
any shares entitled to vote at such meeting, the election of directors shall be
by ballot.

     Section 9. Voting Lists: The Secretary shall prepare, at least ten (10)
days before each meeting of stockholders, an alphabetical list of the
stockholders entitled to notice of the meeting, which shall show the address of
and the number of shares held by each stockholder. Any stockholder, his attorney
or agent, on written demand as provided by statute may inspect the list during
regular business hours at his expense during the period it is available for
inspection. The list shall be open for examination of any stockholder, or his
attorney or agent, at the place where the meeting is to be held for ten (10)
days prior to such meeting and shall be kept available for inspection by any
stockholder at any time during the meeting.

                                   ARTICLE IV.

                                    Directors

     Section 1. Powers: All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the Corporation shall be managed
under the direction of, the Board of Directors.

     Section 2. The Chairman of the Board of Directors: The Chairman shall be
selected annually by the Board of Directors at the first meeting of the Board
after each Annual Meeting. The Chairman of the Board of Directors, if present,
shall preside at all meetings of the Board of Directors, and shall see that all
orders and resolutions of the Board of Directors are carried into effect. The
Chairman shall perform such other duties as may be prescribed by the Board of
Directors.

     Section 3. Classification of Board and Number of Directors: The Board of
Directors shall consist of a minimum of three (3) and a maximum of fifteen (15)
members who shall be divided into three classes of approximate equal size and
tenure. At each annual meeting of stockholders, one class of directors shall be
elected for three-year terms and until their successors shall be duly elected
and shall qualify. The number of directors shall be fixed by the Board of
Directors.

     Section 4. Term of Office: Any Director may be elected to serve for one or
more years (not exceeding three years) and until his successor is chosen and
qualified.

     Section 5. Vacancies: Any vacancies in the Board of Directors shall be
filled in accordance with the provisions of Article NINTH of the Articles of
Incorporation. An increase in the number of Directors shall create vacancies for
the purpose of this section.

                                       -4-



     Section 6. Removal: The Board of Directors or any individual director may
be removed from office only in accordance with the provisions of Article NINTH
of the Articles of Incorporation.

     Section 7. Meetings: The Board of Directors shall meet immediately after
the Annual Meeting of Stockholders at the same place as the Annual Meeting of
Stockholders.

     Regular meetings of the Board of Directors may be held without notice of
the date, time, place or purpose of the meeting.

     Special meetings of the Board of Directors may be called by the Chairman of
the Board or by the President, and shall be called by the Chairman of the Board
or Secretary upon the written request of not less than three (3) Directors.
Notice of special meetings may be communicated in person or by mail to each
Director at least three (3) days in advance, or by telephone, telegraph,
teletype or other form of electronic communication to each Director at least
twenty-four (24) hours in advance of the meeting. Such notice shall specify the
time and place of meeting.

     Any or all Directors may participate in a regular or special meeting by, or
conduct the meeting through the use of, any means of communication by which all
Directors participating may simultaneously hear each other during the meeting.

     Section 8. Place of Meetings: Until otherwise prescribed, the regular
meetings of the Board of Directors shall be held in the City of Jacksonville,
Florida, at the office of the Company or at such other place as may be agreed
upon by the Board. The Board of Directors may hold Special Meetings and may have
one or more offices and may keep the books of the Corporation (except such books
as are required by Law to be kept within the State of Florida) either within or
outside of the State of Florida, at such place or places as it may from time to
time determine.

     Section 9. Quorum: Unless the Articles of Incorporation or these By-Laws
provide otherwise, a majority of the number of Directors fixed by the By-Laws
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors.

     Section 10. Action Without a Meeting: Any action required or permitted to
be taken at a meeting of the Board of Directors, or by any committee of the
directors, may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the directors or by all members
of the committee, as the case may be. Any such consent shall be effective as of
the date of the last signature, or at such other time as the consent shall
specify, and shall have the same effect as a meeting vote and may be described
as such in any document.

                                       -5-



                                   ARTICLE V.

                                    Officers

     Section 1. Election: The officers of the Corporation shall be a President,
a Secretary, a Treasurer and a Controller. The Corporation may also have, at the
discretion of the Board of Directors, one or more Executive Vice Presidents, one
or more Senior Vice Presidents, one or more Vice Presidents, one or more
Assistant Secretaries and one or more Assistant Treasurers as may from time to
time be elected by the Board of Directors. None of these officers, except the
President, need be a Director. The officers shall be elected by the Board of
Directors at the first meeting of the Board after each Annual Meeting.

     Section 2. Hold Two Offices: Any officer may hold more than one office,
except that the President shall not be the Secretary or an Assistant Secretary
of the Corporation; but no officer shall execute, acknowledge or verify any
instrument in more than one capacity, if such instrument be required by law or
these By-Laws to be executed, acknowledged or verified by any two or more
officers.

     Section 3. Term of Office: The officers shall hold office for one year and
until their successors are chosen and qualify. Any vacancy occurring among the
officers shall be filled by the Board of Directors, but the person so elected to
fill the vacancy shall hold office only until the first meeting of the Board of
Directors after the next Annual Meeting of stockholders and until his successor
is chosen and qualifies.

     Section 4. Agents: The Board of Directors may appoint such agents as it may
deem necessary, who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time by
the Board of Directors.

     Section 5. Removal: Any officer chosen by the Board of Directors may be
removed with or without cause at any time by the affirmative vote of a majority
of the Board of Directors.

     Section 6. Voting Shares in Other Corporations: The Corporation may vote
any and all shares held by it in any other corporation by such officer, agent or
proxy as the Board of Directors may appoint, or, in default of any such
appointment, by the Chairman of the Board or the President.

                                       -6-



                                   ARTICLE VI.

                                  The President

     The President shall be the Chief Executive Officer of the Corporation, and
shall have general supervision, direction and control of the business and
affairs of the Corporation. The President shall sign or countersign all bonds,
mortgages, certificates, contracts or other instruments on behalf of the
Corporation as authorized by the Board of Directors, and shall perform any and
all other duties as are incident to the Office of the President or as may be
required by the Board of Directors. The President shall have general supervision
and direction of all the other officers, employees and agents of the
Corporation. The President shall preside at all meetings of the stockholders and
shall, annually, make a full report to the stockholders, at the annual meeting
of stockholders, of the condition of the Corporation, its resources,
liabilities, loans, profits and general financial condition, which report shall
be for the fiscal year ending on the last Wednesday in the month of June of each
year before such annual meeting. The President shall, if present, preside at all
meetings of the Board of Directors at which the Chairman of the Board of
Directors shall not be present.

                                  ARTICLE VII.

              Executive Vice Presidents, Senior Vice Presidents and
                                 Vice Presidents

     Section 1. Executive Vice Presidents, if any such officers shall have been
elected, shall, in the absence or disability of the President, in the order
designated by the President, or failing such designation, by the Board of
Directors, perform the duties and exercise the powers of the President, and
shall perform such other duties as the Board of Directors shall prescribe.

     Section 2. Senior Vice Presidents, if any such officers shall have been
elected, shall, in the absence of the President and Executive Vice Presidents,
if any, in the order designated by the President, or failing such designation,
by the Board of Directors, perform the duties and exercise the powers of the
President. Senior Vice Presidents and other Vice Presidents shall have such
powers and perform such duties as may be assigned to them from time to time by
the Board of Directors or the President.

                                  ARTICLE VIII.

                                  The Treasurer

     Section 1. Custody of Funds: The Treasurer shall have the custody of the
corporate funds and securities, and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation. He shall
deposit all moneys and

                                       -7-



other valuables in the name and to the credit of the Corporation in such
depositaries as may be designated by the Board of Directors.

     Section 2. Disbursements: The Treasurer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking proper vouchers
for such disbursements. He shall render to the President and Directors at the
regular meetings of the Board of Directors, or whenever they may request it, an
account of all his transactions as Treasurer and of the financial condition of
the Corporation.

     Section 3. Bond: The Treasurer shall give the Corporation a bond if
required by the Board of Directors, in a sum and with one or more sureties
satisfactory to the Board of Directors, for the faithful performance of the
duties of his office and for the restoration to the Corporation in case of his
death, resignation, retirement or removal from office of all books, papers,
vouchers, securities, moneys and other property of whatever kind in his
possession or under his control belonging to the Corporation.

                                   Article IX.

                                 The Controller

     Section 1. Chief Accounting Officer: The Controller shall be the Chief
Accounting Officer of the Corporation.

     Section 2. Accounting Supervision: The Controller shall have general
supervision of and responsibility for all accounting matters affecting the
Corporation and shall perform such other duties as may be prescribed by the
Board of Directors or by the President.

                                   ARTICLE X.

                                  The Secretary

     The Secretary shall attend all meetings of the Board of Directors and all
meetings of the stockholders and shall record all votes and the minutes of all
proceedings in a book to be kept for that purpose and shall perform like duties
for the standing committees when required. He shall give or cause to be given
notice of all meetings of the stockholders and of the Board of Directors, and he
shall perform such other duties as may be prescribed by the Board of Directors,
Chairman of the Board or the President.

                                       -8-



                                   ARTICLE XI.

                 Assistant Treasurers and Assistant Secretaries

     The Assistant Treasurers and Assistant Secretaries shall perform such
duties as may be prescribed hereunder, or by the Board of Directors, or by the
President.

     In the absence or disability of the Treasurer, his duties may be performed
by any Assistant Treasurer.

     In the absence or disability of the Secretary, his duties may be performed
by any Assistant Secretary.

                                  ARTICLE XII.

                       Duties of Officers may be Delegated

     In case of the absence or disability of any officer of the Corporation, or
for any other reason that the Board of Directors may deem sufficient, the Board
of Directors, by majority vote, may delegate for the time being the powers or
duties or any of them of such officer to any other officer or to any Director or
to any other person.

                                  ARTICLE XIII.

                                 Indemnification

     Section 1. The Corporation shall indemnify to the fullest extent permitted
by Law any person who was or is a party to any proceeding (other than an action
by, or in the right of, the Corporation) by reason of the fact that he is or was
a director, officer, employee, or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise
against liability incurred in connection with such proceeding, including any
appeal thereof, if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the Corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any proceeding by judgment, order,
settlement, or conviction or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in, or not opposed to,
the best interests of the Corporation or, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     Section 2. The Corporation shall indemnify to the fullest extent permitted
by Law any person, who was or is a party to any proceeding by or in the right of
the Corporation to procure a judgment in its favor by reason of the fact that he
is or was a director, officer,

                                       -9-



employee, or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against expenses and
amounts paid in settlement not exceeding, in the judgment of the Board of
Directors, the estimated expense of litigating the proceeding to conclusion,
actually and reasonably incurred in connection with the defense or settlement of
such proceeding, including any appeal thereof. Such indemnification shall be
authorized if such person acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Corporation,
except that no indemnification shall be made under this subsection in respect of
any claim, issue, or matter as to which such person shall have been adjudged to
be liable unless, and only to the extent that, the court in which such
proceeding was brought, or any other court of competent jurisdiction, shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.

     Section 3. To the extent that a director, officer, employee, or agent of
the Corporation has been successful on the merits or otherwise in defense of any
proceeding referred to in Section 1 or Section 2, or in defense of any claim,
issue, or matter therein, he shall be indemnified against expenses actually and
reasonably incurred by him in connection therewith.

     Section 4. Any indemnification under Section 1 or Section 2, unless
pursuant to a determination by a court, shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee, or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in Section 1 or Section 2.
Such determination shall be made:

     (a) By the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such proceeding;

     (b) If such a quorum is not obtainable or, even if obtainable, by majority
vote of a committee duly designated by the Board of Directors (in which
directors who are parties may participate) consisting solely of two or more
directors not at the time parties to the proceeding;

     (c) By independent legal counsel:

          (i) Selected by the Board of Directors prescribed in paragraph (a) or
the committee prescribed in paragraph (b); or

          (ii) If a quorum of the directors cannot be obtained for paragraph (a)
and the committee cannot be designated under paragraph (b), selected by majority
vote of the full Board of Directors (in which directors who are parties may
participate); or

                                      -10-



     (d) By the stockholders by a majority vote of a quorum consisting of
stockholders who were not parties to such proceeding or, if no such quorum is
obtainable, by a majority vote of stockholders who were not parties to such
proceeding.

     Section 5. Evaluation of the reasonableness of expenses and authorization
of indemnification shall be made in the same manner as the determination that
indemnification is permissible. However, if the determination of permissibility
is made by independent legal counsel, persons specified by Section 4(c) shall
evaluate the reasonableness of expenses and may authorize indemnification.

     Section 6. Expenses incurred by an officer or director in defending a civil
or criminal proceeding may be paid by the Corporation in advance of the final
disposition of such proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if he is ultimately found not to
be entitled to indemnification by the Corporation pursuant to this section.
Expenses incurred by other employees and agents may be paid in advance upon such
terms or conditions that the Board of Directors deems appropriate.

     Section 7. The indemnification and advancement of expenses provided
pursuant to this section are not exclusive, and the Corporation may make any
other or further indemnification or advancement of expenses of any of its
directors, officers, employees, or agents, under any by-law, agreement, vote of
stockholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office. However, indemnification or advancement of expenses shall not be made to
or on behalf of any director, officer, employee, or agent if a judgment or other
final adjudication establishes that his actions, or omissions to act, were
material to the cause of action so adjudicated and constitute:

     (a) A violation of the criminal law, unless the director, officer,
employee, or agent had reasonable cause to believe his conduct was lawful or had
no reasonable cause to believe his conduct was unlawful;

     (b) A transaction from which the director, officer, employee, or agent
derived an improper personal benefit;

     (c) In the case of a director, a circumstance under which the liability
provisions of Section 607.0834, Florida Statutes, are applicable; or

     (d) Willful misconduct or a conscious disregard for the best interests of
the Corporation in a proceeding by or in the right of the Corporation to procure
a judgment in its favor or in a proceeding by or in the right of a stockholder.

     Section 8. Indemnification and advancement of expenses as provided in this
section shall continue as, unless otherwise provided when authorized or
ratified, to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the

                                      -11-



benefit of the heirs, executors, and administrators of such a person, unless
otherwise provided when authorized or ratified.

     Section 9. For purposes of this Article, the term "corporation" includes,
in addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent)) absorbed in a consolidation or merger, so
that any person who is or was a director, officer, employee, or agent of a
constituent corporation, or is or was serving at the request of a constituent
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, is in the same position
under this section with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

     Section 10. For purposes of this Article:

     (a) The term "other enterprises" includes employee benefit plans;

     (b) The term "expenses" includes counsel fees, including those for appeal;

     (c) The term "liability" includes obligations to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with respect to any
employee benefit plan), and expenses actually and reasonably incurred with
respect to a proceeding;

     (d) The term "proceeding" includes any threatened, pending, or completed
action, suit, or other type of proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal;

     (e) The term "agent" includes a volunteer;

     (f) The term "serving at the request of the corporation" includes any
service as a director, officer, employee, or agent of the Corporation that
imposes duties on such persons, including duties relating to an employee benefit
plan and its participants or beneficiaries; and

     (g) The term "not opposed to the best interest of the Corporation"
describes the actions of a person who acts in good faith and in a manner he
reasonably believes to be in the best interests of the participants and
beneficiaries of an employee benefit plan.

     Section 11. The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article.

                                      -12-



     Section 12. The foregoing indemnifications shall not be deemed exclusive of
any other rights to which any director, officer, employee or agent may be
entitled under any by-law, agreement, vote of stockholders or as a matter of law
or otherwise.

                                  ARTICLE XIV.

                              Certificates of Stock

     The Certificates of stock of the Corporation shall be numbered and shall be
entered in the books of the Corporation as they are issued. They shall exhibit
the holder's name and certify the number of shares owned by the holder and shall
be signed by the President or a Vice President and by the Secretary or an
Assistant Secretary or an Assistant Treasurer of the Corporation and sealed with
the Seal of the Corporation.

                                   ARTICLE XV.

                               Transfers of Stock

     The shares of stock shall be transferable on the books of the Corporation
by the person named in the Certificate or by attorney, lawfully constituted in
writing, upon surrender of the certificate thereof.

     The Board of Directors shall have power and authority to make all such
rules and regulations as it shall deem expedient concerning the issue, transfer
and registration of certificates for shares of stock of the Corporation or scrip
certificates for such stock.

     The Board of Directors may appoint and remove transfer agents and
registrars of transfers, and may require all stock certificates and/or scrip
certificates to bear the signature of any such transfer agent and/or of any such
registrar of the transfers.

                                  ARTICLE XVI.

                                   Record Date

     The Board of Directors may fix a future date as the record date for
determining the stockholders entitled to notice of a stockholders' meeting, to
demand a special meeting, to vote or to take any other action. Such record date
may not be more than seventy (70) days before the meeting or action requiring a
determination of stockholders. A determination of stockholders entitled to
notice of or to vote at a stockholders' meeting is effective for any adjournment
of the meeting unless the Board of Directors fixes a new record date for the
adjourned meeting, which it must do if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting.

     If no record date is fixed by the Board of directors for the determination
of stockholders entitled to notice of or to vote at a meeting of stockholders,
the close of

                                      -13-



business on the day before the first notice of the meeting is delivered to
stockholders shall be the record date for such determination of stockholders.

     The Board of Directors may fix a date as the record date for determining
stockholders entitled to a distribution or share dividend. If no record date is
fixed by the Board of Directors for such determination, it is the date the Board
of Directors authorizes the distribution or share dividend.

                                  ARTICLE XVII.

                             Registered Stockholders

     The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and, accordingly, shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as expressly provided by the Laws of
Florida.

                                 ARTICLE XVIII.

                                Lost Certificates

     Any person claiming a certificate of stock to be lost or destroyed shall
make an affidavit or affirmation of that fact and verify the same in such manner
as the Board of Directors may require, and shall if the Board of Directors so
requires, give the Corporation, its transfer agents, registrars and/or other
agents a bond of indemnity in form and with one or more sureties satisfactory to
the Board of Directors before a new certificate may be issued of the same tenor
and for the same number of shares as the one alleged to have been lost or
destroyed.

                                  ARTICLE XIX.

                               Inspection of Books

     The Board of Directors shall determine from time to time whether, and if
allowed, when and under what conditions and regulations the accounts and books
of the Corporation, or any of them, shall be open to the inspection of the
stockholders. No stockholder shall have any right to inspect any book or
document of the Corporation except as such right may be conferred by the laws of
the State of Florida or as may be authorized by the Board of Directors or the
stockholders.

                                      -14-



                                   ARTICLE XX.

                                  Checks, Etc.

     All checks, drafts, acceptances, notes and other orders, demands or
instruments in respect of the payment of money shall be signed or endorsed in
behalf of the Corporation by such officer or officers or by such agent or agents
as the Board of Directors may from time to time designate.

                                  ARTICLE XXI.

                                   Fiscal Year

     The fiscal year of the Corporation shall end on the last Wednesday in the
month of June of each year.

                                  ARTICLE XXII.

                                    Dividends

     Dividends upon the capital stock of the Corporation may be declared at the
discretion of the Board of Directors, at any regular or special meeting, subject
to the provisions of the Articles of Incorporation and the Laws of the State of
Florida.

                                 ARTICLE XXIII.

                                     Notices

     Section 1. How Given: Notice required to be given by the Articles of
Incorporation or these By-Laws is effective when mailed postage prepaid, or, if
authorized by the stockholder, officer or director, when transmitted by
electronic means, and correctly addressed to the mailing or electronic address
of the stockholder, officer or director, as the case may be, at such address as
appears on the current records of the Corporation.

     Section 2. Waiver of Notice: Notice of a meeting of the Board of Directors
need not be given to any Director who signs a waiver of notice either before or
after the meeting. Attendance of a Director at a meeting shall constitute a
waiver of notice of such meeting, except when the Director states at the
beginning of the meeting or promptly upon arrival, any objection to the
transaction of business because the meeting is not lawfully called or convened.

                                      -15-



                                  ARTICLE XXIV.

                                   Amendments

     Unless otherwise provided in the Articles of Incorporation, these By-Laws
may be altered, amended or repealed by the affirmative vote of a majority of the
holders of Stock issued and outstanding and entitled to vote at any regular or
special meeting of the stockholders, or by the affirmative vote of a majority of
the Board of Directors at any regular or special meeting, if notice of the
proposed alteration, amendment or repeal be contained in the notice of the
meeting.

                                      -16-

EX-9.1

                                                                     Exhibit 9.1

                            AGREEMENT OF SHAREHOLDERS

          THIS AGREEMENT, dated as of the 19th day of April, 1989, by and among
Vadis Investments, Inc., a Florida corporation (the "Corporation") and its
Shareholders as of this date;

                              W I T N E S S E T H:

          WHEREAS, the parties believe that it is in the best interests of the
Corporation and the Shareholders (as defined in Paragraph 8.5) to make
provisions for the future disposition of their Stock (as defined in Paragraph
8.6), the voting of the Stock to determine the directors of the Corporation and
to provide that such Stock shall be transferable only upon compliance with the
terms hereof;

          NOW, THEREFORE, in consideration of the mutual covenants and
agreements of the parties hereto, and of the mutual benefits to be gained by the
performance thereof, and for other good and valuable consideration, the parties
covenant and agree as follows:

                                   ARTICLE I

                        Restriction on Transfer of Stock

          1.1 General Rule. No Shareholder nor the spouse of a Shareholder shall
make any Disposition (as defined in Paragraph 1.2) of Stock owned or held by him
except with the written consent of the Corporation and all other Shareholders,
or except as provided in Paragraphs 2.1, 2.2, 2.3, 2.4, 2.5, or 2.6.
Furthermore, even if a Disposition of Stock has not been made, no Spouse of a
Shareholder shall accede to or transfer Stock held in the name of that
Shareholder, if that Spouse predeceases the Shareholder, or divorces the
Shareholder, except



with the written consent of the Corporation and all other Shareholders, or
except as provided in Paragraph 2.3 or 2.4.

          1.2 Disposition. The term "Disposition" shall mean any sale,
assignment, gift, exchange, transfer, change in beneficial interest of any
trust, or any other disposition of Stock whatsoever, whether voluntary or
involuntary, direct or indirect, including without limitation the change of
legal and beneficial title of Stock resulting from the death of any Shareholder
or the spouse of any Shareholder and any distribution of Stock from an estate or
trust to any beneficiary thereof, provided that such term shall not include (i)
a mortgage, pledge or other encumbrance of Stock (but such term shall include a
foreclosure or similar action pursuant to any such mortgage, pledge or
encumbrance), or (ii) a sale, assignment, gift, exchange, transfer, change in
beneficial title of any trust, or any other disposition of Stock to a Permitted
Shareholder. The term "Dispose" shall mean to make a Disposition.

          1.3 Permitted Shareholder. The term "Permitted Shareholder" shall
mean:

               (a) each existing Shareholder who is a party to this Agreement;

               (b) any person who is a lineal descendant of A. D. Davis, J. E.
     Davis, M. A. Davis or Tine W. Davis;

               (c) a Trustee of any trust which, at the applicable time, is more
     than 50% Actuarially Held for Permitted Shareholder(s)(as defined in
     Paragraph 8.2);

               (d) any corporation in which, at the applicable time, each class
     of stock is more than 50% owned by a Permitted Shareholder or Permitted
     Shareholders; and

                                       -2-



               (e) any partnership in which, at the applicable time, each class
     of partnership interest is more than 50% owned by a Permitted Shareholder
     or Permitted Shareholders; and

               (f) any private foundation, as that term is used under Section
     509(a) of the Code (as defined in Paragraph 8.4), in which a permitted
     Shareholder is a substantial contributor, as that term is used under
     Section 507(d)(2) of the Code.

                                   ARTICLE II

                               Method of Transfer

          2.1 Lifetime Disposition.

          If any Shareholder (the "Transferring Shareholder") desires to make a
Disposition of all or any part of the Stock held in his name (other than a
Disposition covered in Paragraph 2.2, 2.3, or 2.4), he shall first submit a
written offer (an "Offering Notice") to sell that Stock (the "Offered Stock") to
the Corporation and, if the Corporation does not purchase all that stock, to the
other Shareholders. Further provisions regarding a Disposition under this
paragraph 2.1 are contained in Exhibit A hereto, which is incorporated herein
for all purposes.

          2.2 Disposition Upon Death of a Shareholder.

          Upon the death of a Shareholder (the "Deceased Shareholder"), if there
exists any Stock in which the Deceased Shareholder makes a Disposition at or by
reason of his death, then the personal representative of the estate of the
Deceased Shareholder shall, within one hundred and eighty (180) days after
qualification, submit a written offer (a "Offering Notice") to sell that stock
(the "Offered Stock") to the Corporation and , if the Corporation does not
purchase all that stock, to the other Shareholders. Further provisions regarding
a Disposition under this paragraph 2.2 are contained in Exhibit B hereto, which
is incorporated herein for all purposes.

                                       -3-



          2.3 Disposition Upon Death of a Spouse of a Shareholder.

          If the marital relationship of a Shareholder (the "Surviving
Shareholder) is terminated by the death of his spouse (the "Deceased Spouse")
and if the Deceased Spouse has any interest in Stock held in the name of the
Surviving Shareholder at the time of the Deceased Spouse's death which has not
passed to the Surviving Shareholder free of any trust, then the personal
representative of the estate of the Deceased Spouse shall, within one hundred
and eighty (180) days after qualification, submit a written offer (an "Offering
Notice") to sell that stock (the "Offered Stock") to the Surviving Shareholder.
The Offering Notice shall also contain a written offer, if the Surviving
Shareholder does not purchase all of the Offered Stock and if the Deceased
Spouse makes a Disposition at or on her death, to sell the Offered Stock to the
Corporation, and if the Surviving Shareholder and/or the Corporation does not
purchase all of the Offered Stock, to the other Shareholders. Further provisions
regarding a transfer to the Surviving Shareholder or a Disposition under this
paragraph 2.3 are contained in Exhibit C hereto, which is incorporated herein
for all purposes.

          2.4 Disposition upon Divorce of a Shareholder.

          If the marital relationship of a Shareholder (the "Divorced
Shareholder") is terminated by divorce and if such Shareholder does not succeed
directly to the interest, if any, of his spouse (the "Divorced Spouse") in any
Stock held in the name of the Divorced Shareholder at the time of the divorce,
then the Divorced Spouse shall, within thirty (30) days after the divorce
becomes final, submit a written offer (an "Offering Notice") to sell that stock
(the "Offered Stock") to the Divorced Shareholder, and if the Divorced
Shareholder does not purchase all of the Offered Stock, to the Corporation, and
if the Divorced Shareholder and the Corporation do not purchase all of the
Offered Stock, to the other Stockholders. Further provisions regarding a

                                       -4-



transfer to the Divorced Shareholder and a Disposition under this paragraph 2.4
are contained in Exhibit D hereto, which is incorporated herein for all
purposes.

          2.5 Change of a Beneficial Interest in a Trust.

          Any Disposition of Stock pursuant to a change of a beneficial interest
in a trust shall be subject to the restrictions set forth in this Agreement, and
in any such event the trustee or trustees holding legal title to the Stock that
has been so Disposed shall be required to effect such Disposition in accordance
with the provisions of paragraph 2.1 (and Exhibit A hereto), as if such party
was a Transferring Shareholder subject to this Agreement, and in such case the
Offering Notice shall specify an address of the trustee or trustees for notices
and other communications hereunder.

          2.6 Involuntary Disposition.

          Any Disposition of Stock (i) pursuant to a pledge, mortgage or other
encumbrance of Stock granted by a Shareholder to secure a debt or other
obligation, (ii) pursuant to a bankruptcy or insolvency proceeding of a
Shareholder or a spouse of a Shareholder, (iii) pursuant to judicial order,
legal process, execution or attachment or (iv) any involuntary Disposition not
otherwise provided for herein shall be subject to the restrictions set forth in
this Agreement, and in any such event the party demanding the Disposition shall
be required to effect such Disposition in accordance with the provisions of
paragraph 2.1 (and Exhibit A hereto), as if such party was a Transferring
Shareholder subject to this Agreement, and in such case the Offering Notice
shall specify an address of the party demanding the Disposition for notices and
other communications hereunder.

                                       -5-



                                   ARTICLE III

                                 Purchase Price

          3.1 Amount of Purchase Price. The Purchase Price per share to be paid
by the Corporation or a Shareholder (the "Purchaser") for the purchase of Stock
pursuant to this Agreement to the party offering that stock (the "Seller") shall
be:

               (a) for purposes of Paragraphs 2.1, 2.3, and 2.4 either (as
     determined by the Purchaser) (1) Fair Market Value Per Share (as defined in
     Paragraph 3.2) times one plus the product of (i) the Federal Short Term
     Rate in effect under 1274(d)(1)(C)(i) of the Code on the Determination Date
     (as defined in Paragraph 3.3), compounded semiannually, times (ii) the
     number of days from the Determination Date to the closing divided by 365 or
     (2) the Offering Price, if the transaction requires the designation of the
     Offering Price specified in the Offering Notice of the Seller (provided, if
     the Offering Price is elected by the Purchaser, the Purchaser must purchase
     the Stock on the same terms specified in the Offering Notice); and

               (b) for purposes of Paragraph 2.2, Fair Market Value Per Share
     times one plus the product of (i) the Federal Short Term Rate in effect
     under 1274(d)(1)(C)(i) of the Code on the Determination Date, compounded
     semiannually, times (ii) the number of days from the Determination Date to
     the closing divided by 365.

          3.2 Fair Market Value Per Share of Stock. The Fair Market Value Per
Share of Stock shall be determined as follows:

               (a) Fair Market Value Per Share of Stock is the price on the
     Determination Date which the shares of stock that are being offered by the
     Seller, divided by the number of shares so offered, would change hands
     between a willing buyer and a willing seller, neither being under any
     compulsion to buy or to sell, and both have

                                       -6-



     reasonable knowledge of relevant facts, including, but not limited to, all
     facts relevant for determining under Section 2031 and Section 2512 under
     the Code the fair market value of closely held stock.

               (b) If there is any dispute as to the amount of Fair Market Value
     Per Share of Stock, that dispute shall be resolved pursuant to the
     arbitration procedures outlined in Exhibit F hereto, which is incorporated
     herein for all purposes. Upon the giving of notice by any party to all
     other parties to the Disposition of Stock, as to the existence of that
     dispute, the time limits specified for Response Notices, Closings and other
     notices required in this Agreement shall be suspended, until that dispute
     is resolved under the procedures outlined in Exhibit F hereto.

          3.3 Determination Date. The term "Determination Date" shall mean (i)
in the case of the death of a Shareholder or the spouse of a Shareholder, the
date of death, (ii) in the case of a Disposition of Stock pursuant to Paragraph
2.1, the date the first Offering Notice is required to be delivered in
connection with such Disposition and (iii) in the case of the divorce of a
Shareholder, the date of the divorce decree.

                                   ARTICLE IV

                                Transfer of Stock

          The Purchase Price of Stock purchased by the Corporation or a
Purchasing Shareholder pursuant to this Agreement shall be paid at the time of
closing of the purchase in accordance with Exhibit E hereto, which is
incorporated herein for all purposes. In order to effect the transfer of Stock
purchased pursuant to this Agreement, each of the following shall occur at the
closing: (i) delivery of the certificates representing such Stock endorsed in
blank by the seller, (ii) registration of the transfer of such Stock on the
books of the Corporation and (iii) issuance to the purchaser of new certificates
representing the Stock issued in the name of the

                                       -7-



purchaser, legended in accordance with Paragraph 8.3. Such new certificates
shall be delivered to the purchaser if all of the Purchase Price is paid in cash
and to the seller if a part of the Purchase Price is paid by the issuance of a
Note and any pledge agreement executed by the purchaser to secure such Note so
requires.

                                    ARTICLE V

                                Corporate Surplus

          If at the time the Corporation is to make payment of the Purchase
Price for the shares of Stock it desires to purchase hereunder, the surplus of
the Corporation should prove to be insufficient (under the existing law) to
permit the Corporation to purchase such Stock, then the Shareholders agree to
perform such acts, execute such instruments and vote their shares in such manner
as may be necessary to increase such surplus to an amount sufficient to permit
the Corporation to purchase such Stock, provided that the foregoing shall not
require the contribution of additional funds to the Corporation by the
Shareholders, and further provided that if after having been increased as herein
required such surplus shall nevertheless prove to be insufficient to permit the
Corporation to purchase some portion of such Stock, the Shareholders may
purchase such portion of Stock at the price and upon the terms fixed for the
purchase by the Corporation.

                                   ARTICLE VI

                                   Termination

          This Agreement shall terminate upon the occurrence of any of the
following events:

               (a) The bankruptcy, receivership or dissolution of the
     Corporation.

                                       -8-



               (b) The vote for such termination by at least eighty percent
     (80%) of the Stock held by the Shareholders.

                                   ARTICLE VII

             Certain Voting Matters Related to Determining Directors

          The Shareholders hereby agree to vote all Stock owned by them in
accordance with, and to effect and carry out, the following provisions:

               (a) The Corporation shall have a Board of Directors (the "Board")
     composed of up to eight individuals (except to the extent increased as
     provided in subparagraph (a)(iii) below), who shall be nominated as
     follows:

               (i) Up to three members of the Board shall be comprised of those
     of A.D. Davis, J.E. Davis and M.A. Davis (collectively, the "remaining
     Founders") who desire to serve on the Board. Any of those three so desiring
     shall notify the Corporation that he shall stand for election to the Board
     prior to or at the regularly scheduled Annual Meeting of Shareholders (the
     "Annual Meeting"). If such notice is given prior to the next regularly
     scheduled Annual Meeting, a vacancy shall be deemed to exist on the Board
     which shall be automatically filled by such remaining Founder.

               (ii) Five additional members of the Board shall be nominated by
     the Board in office immediately prior to the Annual Meeting. At least four
     of such five nominees shall be members of a group comprised of the lineal
     descendants (and the spouses of lineal descendants) of A. D. Davis, J. E.
     Davis, M. A. Davis and Tine W. Davis (the "Founders"). Among such nominees
     shall be at least one lineal descendant (or his spouse) of each Founder
     whose ownership of Stock, taken together with the aggregate

                                       -9-



     shares of Stock then owned by that Founder's Affiliated Group (as defined
     in paragraph 8.7) equals or exceeds 10% of the issued and outstanding
     shares of Stock.

               (iii) In the event that at any time the aggregate shares of Stock
     owned by any Founder and that Founder's Affiliated Group exceed more than
     50% of the issued and outstanding shares of Stock, the lineal descendant of
     such Founder then serving as a Director pursuant to the provisions of
     subparagraph (ii) above shall so notify the Corporation and shall
     immediately and thereafter have the right to nominate a sufficient number
     of additional Directors to the Board so that, when voting with such
     Director, the total number of such votes shall constitute a majority of the
     full Board. If such notice is given prior to the next regularly scheduled
     Annual Meeting, vacancies shall be deemed to exist on the Board which shall
     be automatically filled by the nominated individuals.

               (b) Any vacancy on the Board occurring by reason of death,
     resignation or removal of a Director (other than a Founder serving pursuant
     to the provisions of subparagraph (i) above), or otherwise, shall be filled
     by the remaining Directors for the unexpired term from among individuals
     who are qualified to be nominated for such position pursuant to the
     provisions of subparagraph (a) above.

                                  ARTICLE VIII

                          Definitions and Miscellaneous

          8.1 Trusts. The term "trusts" or "trust" includes all trusts and any
arrangement, although not a trust, that has substantially the same effect as a
trust.

          8.2 Actuarially Held. The term "50% Actuarially Held for Permitted
Shareholder(s)" shall mean, at that applicable time, any trust held primarily
for the benefit of a Permitted Shareholder or Permitted Shareholders. In making
that determination the following shall apply:

                                      -10-



               (a) A trust, at the applicable point in time, is "50% Actuarially
     Held for Permitted Shareholder(s)" when more than fifty percent (50%) of
     the actuarial value of the beneficial interests of the trust which are not
     to be ignored pursuant to subparagraphs 8.2(b), (c), and (d) below ("the
     Relevant Interests") are held for a Permitted Shareholder or Permitted
     Shareholders. The actuarial value of the Relevant Interests will be more
     than fifty percent (50%) held for a Permitted Shareholder or Permitted
     Shareholders, at that time, if the value of the Relevant Interests which
     are held for a Permitted Shareholder or Permitted Shareholders have a
     higher value than those Relevant Interests not so held. For purposes of
     making that comparison, those Relevant Interests held for Permitted
     Shareholder(s) shall be aggregated and those Relevant Interests not so held
     shall be aggregated, and both Relevant Interests so aggregated shall be
     valued as they would be valued under Section 2512(a) of the Code, if those
     aggregated interests could be given and were then given (even, if under the
     terms of the trust those interests cannot be given).

               (b) For purposes of making that determination, the beneficial
     interest of a spouse of a Permitted Shareholder under a trust not created
     pursuant to or as a result of a divorce shall be ignored. A spouse of a
     Permitted Shareholder shall be any person who is then lawfully married to a
     Permitted Shareholder, or was married to a Permitted Shareholder at that
     Permitted Shareholder's death.

               (c) For purposes of making that determination, the beneficial
     interest of a charity or charities under a trust shall be ignored. A
     charity, for purposes of this subparagraph (c), is an organization which
     would qualify for a charitable deduction under Section 2522 of the Code, if
     a gift was made to that organization.

                                      -11-



               (d) For purposes of making that determination, an interest under
     a trust which may be appointed by a special or general power of appointment
     to a spouse of a Permitted Shareholder (as defined in subparagraph 8.2(b)
     above), a Permitted Shareholder, or a charity (as defined in subparagraph
     8.2(c) above) shall be ignored.

               (e) The Corporation is empowered (but not required) to certify
     whether any trust is 50% Actuarially Held for Permitted Shareholder(s),
     whenever such certification is requested by a Trustee of that trust. all
     interested persons are entitled to rely upon that certification. The
     Corporation may act (or not act) in its discretion and shall be liable only
     for fraud or acts or omissions in bad faith.

          8.3 Lineal Descendants. The term "lineal descendants" of the person
designated does not include an adopted person, nor does it include that adopted
person's lineal descendants by natural birth or adoption.

          8.4 The Code. A reference to a provision of "the Code" is to that
provision of the United States Internal Revenue Code of 1986 as then applicable
and to the corresponding provision of any subsequent federal tax law.

          8.5 Shareholder. The term "Shareholder" means a holder of record of
Stock at the applicable time.

          8.6 Stock. The term "Stock" means capital stock of the Corporation,
and such term shall include any interest (including without limitation a
community property interest) of a spouse of a Shareholder in such capital stock,
whether during the marriage of the Shareholder or after termination of such
marriage by death or divorce.

          8.7 That Founders Affiliated Group. The term "that Founder's
Affiliated Group" as used in Article VII means that Founder's (as that term is
defined in Article VII) lineal

                                      -12-



descendants, trustees of trusts which are 50% Actuarially Held for lineal
descendants of that Founder (the determination under this Agreement of whether a
trust is 50% Actuarially Held for lineal descendants of that Founder shall be
done under the same procedures under paragraph 8.2 as if the term "lineal
descendants of that Founder" was substituted for the term "Permitted
Shareholder(s)"), corporation(s) in which each class of stock is more than 50%
owned by one or more lineal descendants of that Founder, and partnership(s) in
which each class of partnership interest is more than 50% owned by one or more
lineal descendants of that Founder.

          8.8 Further Actions. Each party hereto agrees to execute and deliver
such documents and take such further actions as may be necessary to effect the
purposes of the objectives of this Agreement.

          8.9 Subsequent Shareholders. This Agreement shall be fully applicable
to all who subsequently acquire a community property or any other interest in
shares of Stock, and the provisions of this Agreement shall be fully applicable
to any Stock transferred by a party hereto to any other person as if such person
were a "Shareholder" as that term is used herein. Any person acquiring an
interest in Stock, and every spouse of a Shareholder, whether or not it is
believed that such spouse has or may acquire an interest in Stock, shall execute
and deliver to the Corporation an Addendum Agreement pursuant to which such
person agrees to be bound by all of the terms and provisions of this Agreement,
provided that the failure to execute and deliver such an Addendum Agreement
shall not be deemed to relieve such person of the restrictions imposed by this
Agreement. Any attempted Disposition of Stock in breach of this Agreement shall
be void. Each party hereto acknowledges that a remedy at law for any such breach
or attempted breach would be inadequate, agrees that each other party hereto
shall be entitled to specific performance and injunctive and other equitable
relief in case of any such breach or

                                      -13-



attempted breach and further agrees to waive any requirement for the securing or
posting of any bond in connection with the obtaining of any such injunctive or
other equitable relief.

          8.10 Stock Legend. Immediately after execution of this Agreement, each
Shareholder shall deliver to the Corporation the certificates representing the
Stock owned by him (and immediately upon the acquisition in the future of any
additional Stock shall submit the certificates representing such Stock) and the
Corporation will conspicuously endorse on each such certificate a legend reading
substantially as follows:

          "ANY SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THE
          SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND
          SUBJECT TO THE TERMS AND PROVISIONS OF AN AGREEMENT OF SHAREHOLDERS
          DATED AS OF               , 1989 AMONG THE CORPORATION AND CERTAIN
                      --------------
          SHAREHOLDERS OF THE CORPORATION. A COPY OF SUCH AGREEMENT IS ON FILE
          AT THE CORPORATION'S PRINCIPAL PLACE OF BUSINESS AND REGISTERED OFFICE
          AND MAY BE OBTAINED WITHOUT CHARGE UPON WRITTEN REQUEST TO THE
          CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.
          BY ACCEPTANCE OF THIS CERTIFICATE THE HOLDER HEREOF AGREES TO BE BOUND
          BY THE TERMS OF SUCH AGREEMENT."

The Corporation agrees not to issue certificates representing Stock unless (i)
the foregoing legend is conspicuously endorsed thereon and (ii) if required
pursuant to the provisions of paragraph E of Exhibit D or Paragraph 8.9, an
Addendum Agreement is executed and delivered to the Corporation.

          8.11 Arbitration. For the resolution of any dispute under this
Agreement which is not otherwise provided for in this Agreement, the parties to
the dispute shall follow the procedures outlined in Exhibit G hereto, which is
incorporated herein for all purposes.

                                      -14-



          8.12 Schedule, Exhibits and Previous Agreements. Attached to this
Agreement is a Schedule A, Exhibit A, Exhibit B, Exhibit C, Exhibit D, Exhibit
E, Exhibit F and Exhibit G, all of which are incorporated in this Agreement for
all purposes. This Agreement shall supersede any and all previous Agreements
between the parties hereto with respect to the purchase, sale of stock and
voting of the Stock. Notwithstanding anything in this Agreement to the contrary,
this Agreement shall be binding on each and every party who executes this
Agreement, even if all shareholders of the Corporation fail to execute this
Agreement.

          8.13 Gender. When the context requires, the gender of all words used
herein shall include the masculine, feminine and neuter and the number of all
words shall include the singular and plural.

          8.14 Counterparts. This Agreement may be executed in a number of
counterparts, all of which together shall for all purposes constitute one
agreement, binding on all of the parties, notwithstanding that all of the
parties have not signed the same counterpart, and it shall not be necessary to
produce more than one counterpart of this Agreement for evidentiary purposes.

          8.15 Assigns. This Agreement shall be binding upon and enure to the
benefit of the parties hereto, their heirs, administrators, executors,
successors and assigns.

          8.16 Headings. All headings contained in this Agreement are intended
for convenience only and shall not control or affect the meaning, construction
or effect of this Agreement or of any of the provisions thereof.

          8.17 Notices. All notices, offers, acceptances, requests and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if delivered or mailed by certified or registered mail to the
Corporation at its principal office and to

                                      -15-



a Shareholder or other person to whom notice is required to be sent hereunder at
the address set forth in Schedule A to this Agreement or an Addendum Agreement
or to such other address as may be specified in writing by the person to receive
the communication, provided that no party shall be required to give a notice to
a Shareholder who has not executed this Agreement or an Addendum Agreement and
delivered a copy thereof to the Corporation. If the Corporation or any
Shareholder fails to give a Response Notice within the time provided in this
Agreement, a negative Response Notice shall be deemed to have been given by such
party.

          8.18 Amendments. This Agreement may be amended at any time or times by
the Corporation and the others who are then parties hereto, provided that no
such amendment shall affect the right of a former Shareholder, Deceased Spouse
or the Corporation to have any purchase of Stock fully carried out as provided
for herein.

          8.19 Governing Law. The parties hereto agree that it is their
intention that this Agreement shall be governed by the laws of the State of
Florida regardless of the fact that one or more of them may reside or take
residence outside of the State of Florida.

          8.20 Partial Invalidity. If any provision of this Agreement shall be
declared invalid, illegal, unenforceable or void in whole or in part, neither
the validity of the remaining part of such provision nor the validity of any
other provision of this Agreement shall in any way be affected thereby.

          EXECUTED as of the date first above written.

                             VADIS INVESTMENTS


                             By /s/ H. Jay Shelton
                                ------------------------------------------------
                                H. Jay Shelton, President

                                      -16-



                             Trustee of the JED Trust created under that
                                certain trust agreement dated January 3, 1979


                             By /s/ James E. Davis
                                ------------------------------------------------
                                James E. Davis, Trustee


                             Trustee of the DDS Trust created under
                                that certain trust agreement dated July 14, 1980


                             By /s/ Dorothy D. Smith
                                ------------------------------------------------
                                Dorothy D. Smith


                             Trustee of the Dorothy Davis Smith
                                Trust "A" created under that certain trust
                                agreement dated February 15, 1955, as amended
                                July 19, 1965


                             By /s/ Allen T. Witham, S.V.P.
                                ------------------------------------------------
                                First Union National Bank of Florida
                                Trustee


                             By /s/ A. Dano Davis
                                ------------------------------------------------
                                A. Dano Davis, Trustee


                             By /s/ Dorothy D. Smith
                                ------------------------------------------------
                                Dorothy D. Smith, Trustee


                             Trustee of the Dorothy Davis Smith Trusts
                                "B" for the benefit of Brice Reynolds Smith
                                III, Victoria Smith Trauscht, Karen Chase
                                Smith, Hollis M. Smith, and Todd Elsworth
                                Smith created under that certain trust
                                agreement dated February 25, 1955, as
                                amended July 9, 1965


                             By /s/ Allen T. Witham, S.V.P.
                                ------------------------------------------------
                                First Union National Bank of Florida,
                                Trustee

                                      -17-




                             By /s/ A. Dano Davis
                                ------------------------------------------------
                                A. Dano Davis, Trustee


                             By /s/ Dorothy D. Smith
                                ------------------------------------------------
                                Dorothy D. Smith, Trustee


                             Trustee of the DDS Family Trusts for the
                                benefit of Brice Reynolds Smith III,
                                Victoria Smith Trauscht, Karen Chase
                                Smith, Hollis M. Smith, and Todd Elsworth
                                Smith created under that certain trust
                                agreement dated November 20, 1980


                             By /s/ Dorothy D. Smith
                                ------------------------------------------------
                                Dorothy D. Smith, Trustee


                             Trustee of the B.R.S. Children's Trust


                             By /s/ Brice R. Smith III
                                ------------------------------------------------
                                Brice R. Smith III, Trustee


                             Trustee of the DANO Trust created under that
                                certain trust agreement dated June 16, 1980


                             By /s/ A. Dano Davis
                                ------------------------------------------------
                                A. Dano Davis, Trustee


                                /s/ Mary Lou Davis
                                ------------------------------------------------
                                Mary Lou Davis

                                      -18-



                             Trustee of the A. Dano Davis Trust "A"
                                created under that certain trust agreement
                                dated December 28, 1956, as amended July 9, 1965


                             By /s/ Allen T. Witham, S.V.P.
                                ------------------------------------------------
                                First Union National Bank of Florida,
                                Trustee


                             By /s/ A. Dano Davis
                                ------------------------------------------------
                                A. Dano Davis, Trustee


                             By /s/ Thomas W. Bishop
                                ------------------------------------------------
                                Thomas W. Bishop, Trustee


                             Trustee of the A. Dano Davis Trust "B" for
                                the benefit of Benjamin Felton Davis  and Jed
                                Varnedoe Davis created under that certain trust
                                agreement dated December 28, 1956, as amended
                                July 9, 1965


                             By /s/ Allen T. Witham, S.V.P.
                                ------------------------------------------------
                                First Union National Bank of Florida,
                                Trustee


                             By /s/ A. Dano Davis
                                ------------------------------------------------
                                A. Dano Davis, Trustee


                             By /s/ Thomas W. Bishop
                                ------------------------------------------------
                                Thomas W. Bishop, Trustee

                                      -19-



                             Trustee of the DANO Family Trusts for the benefit
                                of Benjamin Felton Davis and Jed Varnedoe Davis
                                created under that certain trust agreement dated
                                February 27, 1981


                             By /s/ A. Dano Davis
                                ------------------------------------------------
                                A. Dano Davis, Trustee


                             Trustee of the Felton W. & Myra S. Varnedoe Trust
                                created under that certain trust agreement dated
                                December 17, 1973


                             By /s/ Tom Mullis  Vice President
                                ------------------------------------------------
                                Barnett Banks Trust Company, N.A.,
                                Trustee


                             By /s/ A. Dano Davis
                                ------------------------------------------------
                                A. Dano Davis, Trustee


                             Trustee of the ADD Trust created under that
                                certain trust agreement dated April 26, 1979


                             By /s/ A. Darius Davis
                                ------------------------------------------------
                                A. Darius Davis, Trustee


                                /s/ Lee Wilton Davis
                                ------------------------------------------------
                                Lee Wilton Davis

                                      -20-



                             Trustee of the RODA Trust created under that
                                certain trust agreement dated November 21, 1979


                             By /s/ Robert D. Davis
                                ------------------------------------------------
                                Robert D. Davis, Trustee


                             Trustee of the RODA Family Trusts for the benefit
                                of Caroline Hill Davis, Lynn Ashley Davis and
                                Jordan Ellen Davis created under that certain
                                trustee agreement dated November 21, 1979


                             By /s/ Robert D. Davis
                                ------------------------------------------------
                                Robert D. Davis, Trustee


                             Trustee of the JD Family Trust for the benefit of
                                Madalyn Davis DeMolet created under that certain
                                trust agreement dated May 13, 1985


                             By /s/ Robert D. Davis
                                ------------------------------------------------
                                Robert D. Davis, Trustee


                             Trustee of the MAD Trust created under that
                                certain trust agreement dated July 13, 1979


                             By /s/ M. Austin Davis
                                ------------------------------------------------
                                M. Austin Davis, Trustee

                                      -21-




                                /s/ Carole Davis Crocker
                                ------------------------------------------------
                                Carole Davis Crocker


                             Trustee of the MAD Trust for Carole Crocker
                                created under that certain trust agreement
                                dated December 27, 1960


                             By /s/ Allen T. Witham, S.V.P.
                                ------------------------------------------------
                                First Union National Bank of Florida,
                                Trustee


                             By /s/ M. Austin Davis
                                ------------------------------------------------
                                M. Austin Davis, Trustee


                             Trustee of the Carole Crocker Trust "A"
                                created under that certain trust agreement
                                dated November 15, 1965


                             By /s/ Allen T. Witham, S.V.P.
                                ------------------------------------------------
                                First Union National Bank of Florida,
                                Trustee


                             By /s/ Sandra D. Stephens
                                ------------------------------------------------
                                Sandra D. Stephens, Trustee


                             By /s/ Charles P. Stephens
                                ------------------------------------------------
                                Charles P. Stephens, Trustee

                                     - 22 -



                             Trustee of the Carole Crocker Trusts "B" for the
                                benefit of Beverly Ann Crocker, John Austin
                                Crocker and Patti Sue Crocker created under that
                                certain trust agreement dated November 15, 1965


                             By
                                ------------------------------------------------
                                First Union National Bank of Florida,
                                Trustee


                             By
                                ------------------------------------------------
                                Sandra D. Stephens, Trustee


                             By
                                ------------------------------------------------
                                Charles P. Stephens, Trustee


                                ------------------------------------------------
                                Beverly Ann Crocker


                                ------------------------------------------------
                                John Austin Crocker


                                ------------------------------------------------
                                Patti Sue Crocker


                                ------------------------------------------------
                                Kay D. O'Rourke

                                      -23-



                             Trustee of the MAD Trust for Kay D. O'Rourke
                                created under that certain trust agreement
                                dated December 27, 1960


                             By /s/ Allen T. Witham, S.V.P.
                                ------------------------------------------------
                                First Union National Bank of Florida,
                                Trustee


                             By /s/ M. Austin Davis
                                ------------------------------------------------
                                M. Austin Davis, Trustee


                             Trustee of the Kay O'Rourke Trust "A"
                                created under that certain trust agreement
                                dated November 15, 1965


                             By /s/ Allen T. Witham, S.V.P.
                                ------------------------------------------------
                                First Union National Bank of Florida,
                                Trustee


                             By /s/ Sandra D. Stephens
                                ------------------------------------------------
                                Sandra D. Stephens, Trustee


                             By /s/ Charles P. Stephens
                                ------------------------------------------------
                                Charles P. Stephens, Trustee


                             Trustee of the Kay O'Rourke Trusts "B" for the
                                benefit of Cherie C. Wallace, Connie J. Morgan,
                                Donald G. Crocker, and Douglas W. Crocker
                                created under that certain agreement dated
                                November 15, 1965


                             By /s/ Allen T. Witham, S.V.P.
                                ------------------------------------------------
                                First Union National Bank of Florida,
                                Trustee

                                      -24-




                             By /s/ Sandra D. Stephens
                                ------------------------------------------------
                                Sandra D. Stephens, Trustee


                             By /s/ Charles P. Stephens
                                ------------------------------------------------
                                Charles P. Stephens, Trustee


                                ------------------------------------------------
                                Cherie C. Wallace


                                ------------------------------------------------
                                Connie J. Morgan


                                ------------------------------------------------
                                Donald G. Crocker


                                ------------------------------------------------
                                Douglas W. Crocker


                                ------------------------------------------------
                                Douglas W. Crocker, Custodian for
                                Courtney Ann Crocker


                                ------------------------------------------------
                                Douglas W. Crocker, Custodian for
                                Douglas A. Crocker


                                /s/ Sandra Davis Stephens
                                ------------------------------------------------
                                Sandra Davis Stephens

                                      -25-



                             Trustee of the MAD Trust for Sandra Stephens
                                created under that certain trust agreement
                                dated December 27, 1960


                             By /s/ Allen T. Witham, S.V.P.
                                ------------------------------------------------
                                First Union National Bank of Florida,
                                Trustee


                             By /s/ M. Austin Davis
                                ------------------------------------------------
                                M. Austin Davis, Trustee


                             Trustee of the Sandra Stephens Trust "A"
                                created under that certain trust agreement
                                dated November 15, 1965


                             By /s/ Allen T. Witham, S.V.P.
                                ------------------------------------------------
                                First Union National Bank of Florida,
                                Trustee


                             By /s/ Sandra D. Stephens
                                ------------------------------------------------
                                Sandra D. Stephens, Trustee


                             By /s/ Charles P. Stephens
                                ------------------------------------------------
                                Charles P. Stephens, Trustee


                             Trustee of the Sandra Stephens Trusts "B"
                                for the benefit of Charles Austin Stephens
                                and Scott Robert Stephens created under that
                                certain agreement dated November 15, 1965


                             By /s/ Allen T. Witham, S.V.P.
                                ------------------------------------------------
                                First Union National Bank of Florida,
                                Trustee

                                      -26-




                             By /s/ Sandra D. Stephens
                                ------------------------------------------------
                                Sandra D. Stephens, Trustee


                             By /s/ Charles P. Stephens
                                ------------------------------------------------
                                Charles P. Stephens, Trustee


                                /s/ Sandra D. Stephens
                                ------------------------------------------------
                                Sandra D. Stephens, Custodian for
                                Charles Austin Stephens


                                /s/ Sandra D. Stephens
                                ------------------------------------------------
                                Sandra D. Stephens, Custodian for
                                Scott Robert Stephens


                             Trustee of the ECD Trust created under that certain
                                trust agreement dated July 3, 1980


                             By
                                ------------------------------------------------
                                Eunice C. Davis-McNeill, Trustee


                             Trustee of the TWD Trust for ECD created
                                under that certain trust agreement dated
                                January 3, 1979


                             By /s/ T. Wayne Davis, Jr.
                                ------------------------------------------------
                                T. Wayne Davis, Jr., Trustee


                                ------------------------------------------------
                                Dianne Davis Latimer

                                      -27-



                             Trustee of the TWD Trust for DDL created under that
                                certain trust agreement dated January 3, 1979


                             By /s/ T. Wayne Davis, Jr.
                                ------------------------------------------------
                                T. Wayne Davis, Jr., Trustee


                             Trustee of the Dianne D. Latimer Trust "A"
                                created under that certain trust agreement
                                dated July 26, 1965


                             By /s/ Allen T. Witham, S.V.P.
                                ------------------------------------------------
                                First Union National Bank of Florida,
                                Trustee


                             By /s/ James E. Davis
                                ------------------------------------------------
                                James E. Davis, Trustee


                             By /s/ Robert D. Davis
                                ------------------------------------------------
                                Robert D. Davis, Trustee


                             Trustee of the Dianne D. Latimer Trust "B"
                                for the benefit of Roy Thomas Latimer, Jr.
                                created under that certain trust agreement
                                dated July 26, 1965


                             By /s/ Allen T. Witham, S.V.P.
                                ------------------------------------------------
                                First Union National Bank of Florida,
                                Trustee

                                      -28-




                             By /s/ James E. Davis
                                ------------------------------------------------
                                James E. Davis, Trustee


                             By /s/ Robert D. Davis
                                ------------------------------------------------
                                Robert D. Davis, Trustee


                                ------------------------------------------------
                                Dianne D. Latimer, Custodian for
                                   Roy Thomas Latimer, Jr.


                                /s/ Tiona Davis Duke
                                ------------------------------------------------
                                Tiona Davis Duke


                             Trustee of the TWD Trust for TDD created under that
                                certain trust agreement dated January 3, 1979


                             By /s/ T. Wayne Davis, Jr.
                                ------------------------------------------------
                                T. Wayne Davis, Jr., Trustee


                             Trustee of the Tiona Duke Trust "A" created under
                                that certain trust agreement dated July 26, 1965


                             By /s/ Allen T. Witham, S.V.P.
                                ------------------------------------------------
                                First Union National Bank of Florida,
                                Trustee


                             By /s/ James E. Davis
                                ------------------------------------------------
                                James E. Davis, Trustee

                                      -29-




                             By /s/ Robert D. Davis
                                ------------------------------------------------
                                Robert D. Davis, Trustee


                             Trustees of the Tiona Duke Trusts "B"
                                for the benefit of William Franklyn Duke,
                                Mark Davis Duke and Gregory Noell Duke
                                created under that certain trust agreement
                                dated July 26, 1965


                             By /s/ Allen T. Witham, S.V.P.
                                ------------------------------------------------
                                First Union National Bank of Florida,
                                Trustee


                             By /s/ James E. Davis
                                ------------------------------------------------
                                James E. Davis, Trustee


                             By /s/ Robert D. Davis
                                ------------------------------------------------
                                Robert D. Davis, Trustee


                                /s/ William Franklyn Duke
                                ------------------------------------------------
                                William Franklyn Duke


                                /s/ Tiona D. Duke
                                ------------------------------------------------
                                Tiona D. Duke, Custodian for
                                William Franklyn Duke


                                /s/ Tiona D. Duke
                                ------------------------------------------------
                                Tiona D. Duke, Custodian for
                                Mark Davis Duke

                                      -30-




                                /s/ Tiona D. Duke
                                ------------------------------------------------
                                Tiona D. Duke, Custodian for
                                Gregory Noell Duke


                             Trustee of the T.W.D., Jr. Trust created under that
                                certain trust agreement dated June 23, 1980


                             By /s/ T. Wayne Davis, Jr.
                                ------------------------------------------------
                                T. Wayne Davis, Jr., Trustee


                             Trustee of the TWD Trust for TWD Jr., created under
                                that certain trust agreement dated January 3,
                                1979


                             By /s/ T. Wayne Davis, Jr.
                                ------------------------------------------------
                                T. Wayne Davis, Jr., Trustee


                             Trustee of the Tine W. Davis, Jr. Trust "A"
                                created under that certain agreement
                                dated July 26, 1965.


                             By /s/ Allen T. Witham, S.V.P.
                                ------------------------------------------------
                                First Union National Bank of Florida,
                                Trustee


                             By /s/ James E. Davis
                                ------------------------------------------------
                                James E. Davis, Trustee


                             By T. Wayne Davis, Jr.
                                ------------------------------------------------
                                T. Wayne Davis, Jr., Trustee

                                      -31-




                                ------------------------------------------------
                                Mary O. Davis


                             Trustee of the Tine W. Davis, Jr. Trust "B"
                                for the benefit of Catherine Rebecca Davis,
                                Elizabeth Ashley Davis, and Katherine Chase
                                Davis, created under that certain trust
                                agreement dated July 26, 1965


                             By /s/ Allen T. Witham, S.V.P.
                                ------------------------------------------------
                                First Union National Bank of Florida,
                                Trustee


                             By /s/ James E. Davis
                                ------------------------------------------------
                                James E. Davis, Trustee


                             By /s/ T. Wayne Davis, Jr.
                                ------------------------------------------------
                                T. Wayne Davis, Jr., Trustee


                             By /s/ T. Wayne Davis, Jr.
                                ------------------------------------------------
                                T. Wayne Davis, Jr., Custodian for
                                Catherine Rebecca Davis


                             By /s/ T. Wayne Davis, Jr.
                                ------------------------------------------------
                                T. Wayne Davis, Jr., Custodian for
                                Elizabeth Ashley Davis


                             By /s/ T. Wayne Davis, Jr.
                                ------------------------------------------------
                                T. Wayne Davis, Jr., Custodian for
                                Katherine Chase Davis

                                      -32-



                             Danov Corporation


                             By /s/ A. Dano Davis
                                ------------------------------------------------
                                President


                             Estuary Corporation


                             By /s/ A. Dano Davis
                                ------------------------------------------------
                                President


                             A.D.D. Investment & Cattle Co.


                             By /s/ A.D. Davis
                                ------------------------------------------------
                                President


                             Spouses of Shareholders


                                /s/ Florence N. Davis
                                ------------------------------------------------
                                Florence N. Davis


                                ------------------------------------------------
                                Pauline K. Davis


                                ------------------------------------------------
                                Mary K. Davis


                                /s/ Charles P. Stephens
                                ------------------------------------------------
                                Charles P. Stephens

                                      -33-




                                ------------------------------------------------
                                Linda C. Crocker


                                ------------------------------------------------
                                Randy Morgan


                                ------------------------------------------------
                                David Wallace


                                ------------------------------------------------
                                Alice K. Davis


                                /s/ Isabelle T. Davis
                                ------------------------------------------------
                                Isabelle T. Davis

                                      -34-



                                   SCHEDULE A

     Except as provided below in this Schedule A, each Shareholder's address for
purposes of notice is P.O. Box 2088, Jacksonville, Florida 32203.



- ---------------------------------------------------------------------------------------
                                          Number of                 Address
              Shareholder                Shares Held              For Notice
- ---------------------------------------------------------------------------------------
                                                 
Trustee of the JED Trust
   created under that certain
   trust agreement dated
   January 3, 1979                       1,136,344.0
- ---------------------------------------------------------------------------------------
Trustee of the DDS Trust
   created under that certain
   trust agreement dated
   July 14, 1980                               306.0
- ---------------------------------------------------------------------------------------
Trustee of the Dorothy Davis
   Smith Trust "A" created under
   that certain trust agreement
   dated February 25, 1955, as
   amended July 9, 1965                     21,738.0
- ---------------------------------------------------------------------------------------
Trustee of the Dorothy Davis
   Smith Trust "B" for the
   benefit of Brice Reynolds
   Smith III created under that
   certain trust agreement dated
   February 25, 1955,
   as amended July 9, 1965                  16,541.0
- ---------------------------------------------------------------------------------------
Trustee of the Dorothy Davis
   Smith Trust "B" for the
   benefit of Victoria Smith
   Trauscht created under that
   certain trust agreement dated
   February 25, 1955, as amended
   July 9, 1965                             16,541.0
- ---------------------------------------------------------------------------------------
Trustee of the Dorothy Davis
   Smith Trust "B" for the
   benefit of Karen Chase Smith
   created under that certain
   trust agreement dated February
   25, 1955, as amended July 9, 1965        16,540.0
- ---------------------------------------------------------------------------------------
Trustee of the Dorothy Davis
   Smith Trust "B" for the
- ---------------------------------------------------------------------------------------






- ---------------------------------------------------------------------------------------
                                          Number of                 Address
              Shareholder                Shares Held              For Notice
- ---------------------------------------------------------------------------------------
                                                 
   benefit of Hollis M. Smith
   created under that certain
   trust agreement dated February
   25, 1955, as amended July 9,1965         16,541.0
- ---------------------------------------------------------------------------------------
Trustee of the Dorothy Davis
   Smith Trust "B" for the
   benefit of Todd Elsworth Smith
   created under that certain
   trust agreement dated February
   25, 1955, as amended July 9, 1965        16,541.0
- ---------------------------------------------------------------------------------------
Trustee of the DDS Family
   Trust for the benefit of Brice
   Reynolds Smith III created
   under that certain trust
   agreement dated November 20, 1980         6,542.2
- ---------------------------------------------------------------------------------------
Trustee of the DDS Family
   Trust for the benefit of
   Victoria Smith Trauscht
   created under that certain
   trust agreement dated November
   20, 1980                                  6,662.2
- ---------------------------------------------------------------------------------------
Trustee of the DDS Family
   Trust for the benefit of Karen
   Chase Smith created under that
   certain trust agreement dated
   November 20, 1980                         6,452.2
- ---------------------------------------------------------------------------------------
Trustee of the DDS Family
   Trust for the benefit of
   Hollis M. Smith created
   under that certain trust
   agreement dated
   November 20, 1980                         6,452.2
- ---------------------------------------------------------------------------------------
Trustee of the DDS Family
   Trust for the benefit of Todd
   Elsworth Smith created under
   that certain trust agreement
   dated November 20, 1980                   6,662.2
- ---------------------------------------------------------------------------------------
Brice R. Smith III, Trustee                            135 North Bompart
   for Jessamine R. C. Smith                 2,506.0   Webster Grove, MO 63119
- ---------------------------------------------------------------------------------------






- ---------------------------------------------------------------------------------------
                                          Number of                 Address
              Shareholder                Shares Held              For Notice
- ---------------------------------------------------------------------------------------
                                                 
Brice R. Smith III, Trustee for
   Katlin Eleanor Davis Smith                1,118.0   same as above
- ---------------------------------------------------------------------------------------
Brice R. Smith III, Trustee
   for McCall Athlyn Frances
   Smith                                       580.0   same as above
- ---------------------------------------------------------------------------------------
Trustee of the Dano Trust
   created under that certain
   trust agreement dated
   June 16, 1980                            17,416.0
- ---------------------------------------------------------------------------------------
Mary Lou Davis                               2,634.0
- ---------------------------------------------------------------------------------------
Trustee of the A. Dano Trust
   "A" created under that certain
   trust agreement dated December
   28, 1956, as amended July 9, 1965        30,510.0
- ---------------------------------------------------------------------------------------
Trustee of the A. Dano Davis
   Trust "B" for the benefit of
   Benjamin Felton Davis and Jed
   Varnedoe Davis created under
   that certain trust agreement
   dated December 28, 1956, as amended
   July 9, 1965                             72,614.0
- ---------------------------------------------------------------------------------------
Trustee of the Dano Family
   Trust for the benefit of
   Benjamin Felton Davis created
   under that certain trust
   agreement dated February 27, 1981         7,148.0
- ---------------------------------------------------------------------------------------
Trustee of the Dano Family
   Trust for the benefit of Jed
   Varnedoe Davis created under
   that certain trust agreement
   dated February 27, 1981                   6,693.0
- ---------------------------------------------------------------------------------------
Trustee of the Felton W. &
   Myra S. Varnedoe Trust
   created under that certain
   trust agreement dated
   December 17, 1973                         6,502.0
- ---------------------------------------------------------------------------------------
Trustee of the ADD Trust
   created under that certain
   trust agreement dated
   April 26, 1979                          809,320.0
- ---------------------------------------------------------------------------------------






- ---------------------------------------------------------------------------------------
                                          Number of                 Address
              Shareholder                Shares Held              For Notice
- ---------------------------------------------------------------------------------------
                                                 
                                                       P.O. Box 17456
Lee Wilton Davis                           162,247.0   Louisville, KY  40217
- ---------------------------------------------------------------------------------------
Trustee of the RODA Trust
   created under that certain
   trust agreement dated
   November 21, 1979                       148,586.0
- ---------------------------------------------------------------------------------------
Trustee of the RODA Family
   Trust for the benefit of
   Caroline Hill Davis created
   under that certain trust
   agreement dated November 21, 1979        10,744.0
- ---------------------------------------------------------------------------------------
Trustee of the RODA Family
   Trust for the benefit of Lynn
   Ashley Davis created under
   that certain trust agreement
   dated November 21, 1979                  11,772.0
- ---------------------------------------------------------------------------------------
Trustee of the RODA Family
   Trust for the benefit of
   Jordan Ellen Davis created
   under that certain trust
   agreement dated November 21, 1979        11,612.0
- ---------------------------------------------------------------------------------------
Trustee of the JD Family Trust
   for the benefit of Madalyn
   Davis Demolet created under
   that certain trust agreement
   dated May 13, 1985                          360.0
- ---------------------------------------------------------------------------------------
Trustee of the MAD Trust
   created under that certain
   trust agreement dated
   July 13, 1979                           563,592.0
- ---------------------------------------------------------------------------------------
                                                       P.O. Box 970553
Carole Davis Crocker                        17,134.0   Miami, FL  33197
- ---------------------------------------------------------------------------------------
Trustee of the MAD Trust
   for Carole Crocker created
   under that certain trust
   agreement dated
   December 27, 1960                        10,000.0
- ---------------------------------------------------------------------------------------






- ---------------------------------------------------------------------------------------
                                          Number of                 Address
              Shareholder                Shares Held              For Notice
- ---------------------------------------------------------------------------------------
                                                 
Trustee of the Carole Crocker
   Trust "A" created under that
   certain trust agreement
   dated November 15, 1965                  36,278.0
- ---------------------------------------------------------------------------------------
Trustee of the Carole Crocker
   Trust "B" for the benefit of
   Beverly Ann Crocker created under
   that certain trust agreement dated
   November 15, 1965                        10,893.0
- ---------------------------------------------------------------------------------------
Trustee of the Carole Crocker
   Trust "B" for the benefit of
   John Austin Crocker created
   under that certain trust
   agreement dated November 15, 1965        10,894.0
- ---------------------------------------------------------------------------------------
Trustee of the Carole Crocker
   Trust "B" for the benefit of
   Patti Sue Crocker created
   under that certain trust
   agreement dated November 15, 1965        10,894.0
- ---------------------------------------------------------------------------------------
                                                       13130 Hampshire
Beverly Ann Crocker                          6,331.0   Ft. Myers, FL 33919
- ---------------------------------------------------------------------------------------
                                                       739 1st Avenue
John Austin Crocker                          6,331.0   Columbus, GA 31901
- ---------------------------------------------------------------------------------------
                                                       P.O. Box 970553
Patti Sue Crocker                            6,331.0   Miami, FL 33197
- ---------------------------------------------------------------------------------------
                                                       4175 S.E. 25th Terrace
Kay D. O'Rourke                             16,634.0   Ocala, FL 32674
- ---------------------------------------------------------------------------------------
Trustee of the MAD Trust for
   Kay D. O'Rourke created
   under that certain trust
   agreement dated December 27, 1960        10,000.0
- ---------------------------------------------------------------------------------------
Trustee of the Kay O'Rourke
   Trust "A" created under that
   certain trust agreement
   dated November 15, 1965                  36,278.0
- ---------------------------------------------------------------------------------------






- ---------------------------------------------------------------------------------------
                                          Number of                 Address
              Shareholder                Shares Held              For Notice
- ---------------------------------------------------------------------------------------
                                                 
Trustee of the Kay O'Rourke
   Trust "B" for the benefit of
   Cherie C. Wallace created
   under that certain trust
   agreement dated
   November 15, 1965                         8,180.0
- ---------------------------------------------------------------------------------------
Trustee of the Kay O'Rourke
   Trust "B" for the benefit of
   Connie J. Morgan created
   under that certain trust
   agreement dated
   November 15, 1965                         8,180.0
- ---------------------------------------------------------------------------------------
Trustee of the Kay O'Rourke
   Trust "B" for the benefit of
   Donald G. Crocker created
   under that certain trust
   agreement dated
   November 15, 1965                         8,180.0
- ---------------------------------------------------------------------------------------
Trustee of the Kay O'Rourke
   Trust "B" for the benefit of
   Douglas W. Crocker created
   under that certain trust
   agreement dated
   November 15, 1965                         8,181.0
- ---------------------------------------------------------------------------------------
                                                       7615 S.W. 79th Street,
Cherie C. Wallace                            6,331.0   Ocala, FL 32676
- ---------------------------------------------------------------------------------------
                                                       7040 North Citrus Avenue
Connie J. Morgan                             6,331.0   Crystal River, FL 32629
- ---------------------------------------------------------------------------------------
                                                       6741 S.W. 84th Street,
Donald G. Crocker                            6,331.0   Ocala, FL 32675
- ---------------------------------------------------------------------------------------
                                                       2702 Douglas Street
Douglas W. Crocker                           6,331.0   Tampa, FL 33605
- ---------------------------------------------------------------------------------------
Douglas W. Crocker,
   Custodian for
   Courtney Ann Crocker                      1,657.0   same as above
- ---------------------------------------------------------------------------------------
Douglas W. Crocker,
   Custodian for
   Douglas A. Crocker                          526.0   same as above
- ---------------------------------------------------------------------------------------
                                                       8335 Hewlett Road
Sandra Davis Stephens                       18,634.0   Dunwoody, GA 30350
- ---------------------------------------------------------------------------------------
Trustee of the MAD Trust for
   Sandra Stephens created under
   that certain trust agreement
   dated November 27, 1960                  10,000.0
- ---------------------------------------------------------------------------------------






- ---------------------------------------------------------------------------------------
                                          Number of                 Address
              Shareholder                Shares Held              For Notice
- ---------------------------------------------------------------------------------------
                                                 
Trustee of the Sandra Stephens
   Trust "A" created under that
   certain trust agreement dated
   November 15, 1965                        36,524.0
- ---------------------------------------------------------------------------------------
Trustee of the Sandra Stephens
   Trust "B" for the benefit of
   Charles Austin Stephens
   created under that certain
   trust agreement dated
   November 15, 1965                        40,091.0
- ---------------------------------------------------------------------------------------
Sandra Stephens, Custodian for                         8335 Hewlett Road
   Charles Austin Stephens                   6,821.0   Dunwoody, GA 30350
- ---------------------------------------------------------------------------------------
Sandra Stephens, Custodian for
   Scott Robert Stephens                     6,821.0   same as above
- ---------------------------------------------------------------------------------------
Trustee of the ECD Trust created                       Mr. T. Wayne Davis
   under that certain trust                            4190 Belfort Road, Suite 240
   agreement dated July 3, 1980              6,366.0   Jacksonville, FL 32216
- ---------------------------------------------------------------------------------------
Trustee of the TWD Trust for
   ECD created under that certain
   trust agreement dated
   January 3, 1977                         394,632.0
- ---------------------------------------------------------------------------------------
                                                       6423 River Tide Cove
Dianne Davis Latimer                        36,968.0   Memphis, TN 38119
- ---------------------------------------------------------------------------------------
Trustee of the TWD Trust for
   DDL created under that certain                      Mr. T. Wayne Davis
   trust agreement dated                               4190 Belfort Road, Suite 240
   January 3, 1979                         126,714.0   Jacksonville, FL 32216
- ---------------------------------------------------------------------------------------
Trustee of the Dianne D. Latimer
   Trust "A" created under that
   certain trust agreement dated
   July 26, 1965                            29,309.0   same as above
- ---------------------------------------------------------------------------------------
Trustee of the Dianne D. Latimer
   Trust "B" for the
   benefit of Roy Thomas Latimer,
   Jr. created under that certain
   trust agreement dated July 26, 1965      30,469.0
- ---------------------------------------------------------------------------------------
Dianne D. Latimer, Custodian for                       6423 River Tide Cove
   Roy Thomas Latimer, Jr.                   5,498.0   Memphis, TN 38119
- ---------------------------------------------------------------------------------------
                                                       9433 Woodhaven Road
Tiona Davis Duke                            34,468.0   Jacksonville, FL 32227
- ---------------------------------------------------------------------------------------
Trustee of the TWD Trust for
   TDD created under that certain                      T. Wayne Davis
   trust agreement dated                               4190 Belfort Road, Suite 240
   January 3, 1979                         126,714.0   Jacksonville, FL 32216
- ---------------------------------------------------------------------------------------






- ---------------------------------------------------------------------------------------
                                          Number of                 Address
              Shareholder                Shares Held              For Notice
- ---------------------------------------------------------------------------------------
                                                 
Trustee of the Tiona Duke
   Trust "A" created
   under that certain trust
   agreement dated July 26, 1965            29,309.0
- ---------------------------------------------------------------------------------------
Trustee of the Tiona Duke
   Trust "B" for the benefit of
   William Franklyn Duke, Mark
   Davis Duke and Gregory Noell
   Duke created under that
   certain trust agreement
   dated July 26, 1965                      30,864.0
- ---------------------------------------------------------------------------------------
Tiona D. Duke, Custodian                               9433 Woodhaven Road
   for William Franklyn Duke                 4,983.0   Jacksonville, FL 32227
- ---------------------------------------------------------------------------------------
Tiona D. Duke, Custodian
   for Mark Davis Duke                       4,083.0   same as above
- ---------------------------------------------------------------------------------------
Tiona D. Duke, Custodian
   for Gregory Noell Duke                    3,453.0   same as above
- ---------------------------------------------------------------------------------------
Trustee of the T.W.D., Jr. Trust                       Mr. T. Wayne Davis
   created under that certain trust                    4190 Belfort Road, Suite 240
   agreement dated June 23, 1980            20,186.0   Jacksonville, FL 32216
- ---------------------------------------------------------------------------------------
Trustee of the T.W.D. Trust
   for T.W.D., Jr. created under
   that certain trust agreement
   dated January 3, 1979                   126,714.0   same as above
- ---------------------------------------------------------------------------------------
Trustee of the Tine W. Davis, Jr.
   Trust "A" created under that
   certain trust agreement dated
   July 26, 1965                            30,244.0   same as above
- ---------------------------------------------------------------------------------------
Mary O. Davis                                  694.0   same as above
- ---------------------------------------------------------------------------------------
Trustee of the Tine W. Davis, Jr.
   Trust "B" for the benefit of
   Catherine Rebecca Davis,
   Elizabeth Ashley Davis, and
   Katherine Chase Davis, created
   under that certain trust
   agreement dated July 26, 1965            30,856.0
- ---------------------------------------------------------------------------------------
T. Wayne Davis, Jr., Custodian for
   Catherine Rebecca Davis                   6,494.0   same as above
- ---------------------------------------------------------------------------------------
T. Wayne Davis, Jr., Custodian for
   Elizabeth Ashley Davis                    5,595.0   same as above
- ---------------------------------------------------------------------------------------
T. Wayne Davis, Jr., Custodian for
   Katherine Chase Davis                     4,173.0   same as above
- ---------------------------------------------------------------------------------------
Danov Corporation                           96,950.0
- ---------------------------------------------------------------------------------------
Estuary Corporation                          1,361.0
- ---------------------------------------------------------------------------------------






- ---------------------------------------------------------------------------------------
                                          Number of                 Address
              Shareholder                Shares Held              For Notice
- ---------------------------------------------------------------------------------------
                                                 
A.D.D. Investment & Cattle Co.               3,456.0
- ---------------------------------------------------------------------------------------




                                    EXHIBIT A

                         Further Provisions Regarding A
                  Disposition Under Paragraphs 2.1, 2.5 and 2.6

     In addition to the provisions of paragraph 2.1, 2.5 and 2.6 of the
Agreement, the following provisions shall govern a Disposition made under
paragraphs 2.1, 2.5 and 2.6:

     A. The Offering Notice shall be given by the Transferring Shareholder to
the Corporation. The Offering Notice shall state that the Transferring
Shareholder offers to sell the Offered Stock specified therein. The Offering
Notice shall specify (i) the number of shares of Offered Stock involved in the
proposed Disposition, (ii) the proposed sale price (in the case of a sale) (the
"Offering Price") or a description of a proposed Disposition other than a sale,
(iii) the name and address of the prospective purchaser or other transferee and
(iv) other terms of such proposed Disposition, if any.

     B. Within thirty (30) days after its receipt of an Offering Notice, the
Corporation shall give written notice (a "Response Notice") to the Transferring
Shareholder as to whether it elects to purchase all or any part of the Offered
Stock. If the Corporation does not elect to purchase all of the Offered Stock,
the Corporation shall give to each of the other Shareholders a copy of the
Offering Notice and its Response Notice, and each of the other Shareholders
shall, within thirty (30) days after the receipt of the Response Notice by the
Corporation, give a Response Notice to the Corporation as to whether he elects
to purchase any of the Offered Stock not to be purchased by the Corporation. The
Corporation shall give a copy of that Response Notice to the Transferring
Shareholder and each other Shareholder who also gave an affirmative Response
Notice. If more than one Shareholder elects to purchase some of the Offered
Stock, it shall be allocated among the Shareholders who desire to purchase it
(the "Purchasing Shareholders") in such proportions as they may agree upon, or
in the absence of such agreement, pro rata according to the relative holdings of
Stock of the Purchasing Shareholders on the Determination Date (as defined in
Paragraph 3.3) for the transaction. Any affirmative Response Notice shall
specify a date and time for the closing of the purchase, which date shall be not
less than forty-five (45) days nor more than sixty (60) days after the giving of
such Response Notice, provided that if more than one party elects to purchase
Offered Stock, the closing shall be held on the date specified in the earliest
affirmative Response Notice. The closing shall take place at the principal
office of the Corporation, or at such other location as the parties may agree
upon, and the Purchase Price (as defined in Paragraph 3.1) shall be paid in
accordance with the provisions of Exhibit E hereto, which is incorporated herein
for all purposes.

     C. If the Offered Stock is not all purchased by the Corporation and the
other Shareholders, or any of them, the Transferring Shareholder may make a
Disposition to the transferee named in the Offering Notice of the balance of the
Offered Stock not purchased by the Corporation or the other Shareholders, but
only in strict compliance with the terms therein stated, and thereafter such
Stock shall continue to be subject to the provisions of this Agreement. If the
Transferring Shareholder shall fail to complete such Disposition within
forty-five (45) days following the expiration of the time provided in paragraph
B for the election by the other Shareholders, the Transferring Shareholder shall
be required to submit another Offering Notice pursuant to paragraph A in order
to Dispose of such Stock.

                                       -1-



                                    EXHIBIT B

                         Further Provisions Regarding A
                         Disposition Under Paragraph 2.2

     In addition to the provisions of paragraph 2.2 of the Agreement, the
following provisions shall govern a Disposition under paragraph 2.2:

     A. The Offering Notice shall be given by the personal representative to the
Corporation. The Offering Notice shall state that such personal representative
offers to sell the Offered Stock specified therein.

     B. The Offering Notice shall specify (i) the Offered Stock, (ii) the
transferee, if such transferee can then be determined with certainty, to whom
the Offered Stock would be distributed should the Corporation and the
Shareholders fail to purchase any part of it, provided that if such transferee
cannot then be determined with certainty, a list of potential transferees to
whom the Offered Stock may be distributed shall be specified, (iii) if the
personal representative of the estate of the Deceased Shareholder proposes to
Dispose of the Offered Stock otherwise than by distribution to a transferee
named pursuant to the preceding clause (ii), the proposed Offering Price, the
name and address of the prospective transferee and other terms of such proposed
Disposition, if any, and (iv) the address of the personal representative of the
estate of the Deceased Shareholder for notices and other communications
hereunder.

     C. If there is a Surviving Spouse with an interest in Stock held in the
name of the Deceased Shareholder, such personal representative shall include in
the Offering Notice a statement specifying a proposed ratio in which the
Purchase Price paid by the Corporation and/or the purchasing Shareholders for
the Stock should be divided between the estate of the Deceased Shareholder and
the Surviving Spouse. A copy of the Offering Notice shall be sent to the
Surviving Spouse and unless the Surviving Spouse objects to the ratio for
division of the Purchase Price specified therein within 30 days after receipt
thereof, the Corporation shall be entitled to rely upon such ratio in dividing
the Purchase Price for the Stock between the estate of the Deceased Shareholder
and the Surviving Spouse. If the Surviving Spouse gives timely written notice of
an objection to the ratio specified in the Offering Notice, and if the dispute
has not been resolved as of the date set for closing of the purchase of the
Stock by the Corporation and/or the Purchasing Shareholders, each of the
Corporation and/or the Purchasing Shareholders may hold its portion of the
Purchase Price in escrow until the dispute is resolved, and in such event, each
of the Corporation and/or the Purchasing Shareholders shall be entitled to
continue to hold the Purchase Price in escrow until (i) the rights of the estate
of the Deceased Shareholder and the Surviving Spouse shall have been fully and
finally adjudicated by a court of competent jurisdiction or (ii) the dispute
shall have been resolved by agreement between such personal representative and
the Surviving Spouse, and the Corporation and/or the Purchasing Shareholders
shall have been notified thereof in writing signed by such personal
representative and the Surviving Spouse. If no such ratio is specified, each of
the Corporation and/or the Purchasing Shareholders shall be entitled to pay the
entire Purchase Price to such personal representative.

                                       -1-



     D. Within thirty (30) days after its receipt of the Offering Notice, the
Corporation shall give a Response Notice to the personal representative of the
estate of the Deceased Shareholder as to whether it elects to purchase all or
any part of the Offered Stock. If the Corporation does not elect to purchase all
of the Offered Stock, the Corporation shall give to each of the other
Shareholders a copy of the Offering Notice and the Response Notice, and each of
the other Shareholders shall, within thirty (30) days after the receipt of the
Response Notice by the Corporation, give a Response Notice to such personal
representative and the Corporation as to whether he elects to purchase any of
the Offered Stock not to be purchased by the Corporation. The Corporation shall
give a copy of that Response Notice to the personal representative and each of
the other Shareholders who also gave an affirmative Response Notice. If there is
more than one Purchasing Shareholder, the Offered Stock shall be allocated among
such Purchasing Shareholders in such proportions as they may agree upon, or in
the absence of such agreement, pro rata according to the relative holdings of
stock of such Purchasing Shareholders on the Determination Date for the
transaction. Any affirmative Response Notice shall specify a date and time for
closing of the purchase, which date shall be not less than forty-five (45) nor
more than sixty (60) days after the giving of such Response Notice, provided
that if more than one party elects to purchase Offered Stock, the closing shall
be held on the date specified in the earliest affirmative Response Notice. The
closing shall take place at the principal office of the Corporation or at such
other location as the parties may agree upon, and the Purchase Price shall be
paid in accordance with the provisions of Exhibit E hereto, which is
incorporated herein for all purposes.

     E. The Purchase Price for the Stock of the Deceased Shareholder shall be
paid to such personal representative; provided, however, that if a ratio for the
division of the Purchase Price of such Stock between the estate of the Deceased
Shareholder and the Surviving Spouse has been determined pursuant to paragraph
C, pro rata portions of the Purchase Price (whether consisting of cash, notes or
both) shall be paid to the estate of the Deceased Shareholder and the Surviving
Spouse in accordance with such ratio.

     F. During the time the personal representative of the estate of the
Deceased Shareholder is holding Stock, such personal representative shall be
subject to the restrictions on the Disposition of Stock imposed by this
Agreement. If the Offered Stock is not all purchased by the Corporation and the
other Shareholders, or any of them, such personal representative may make a
Disposition to a transferee named in the Offering Notice of the balance of the
Offered Stock not purchased by the Corporation or the other Shareholders, but
only in strict compliance with the terms therein stated, and thereafter such
Stock shall continue to be subject to the provisions of this Agreement. If any
transfer of Stock described in provision (iii) of paragraph B which is to be
effected pursuant to the immediately preceding sentence of this paragraph D has
not been completed within forty-five (45) days following the expiration of the
time provided in paragraph C for the election by the other Shareholders, the
personal representative of the estate of the Deceased Spouse shall be required
to submit another offering notice pursuant to paragraph B in order to Dispose of
such Stock.

                                       -2-



                                    EXHIBIT C

                Further Provisions Regarding A Disposition Under
                 Paragraph 2.3 or a Passage of Stock to Someone
               Other than the Surviving Shareholder, Free of Trust

     In addition to the provisions of paragraph 2.3 of the Agreement, the
following provisions shall govern the passage of Stock to someone other than the
Surviving Shareholder, free of trust, and/or a Disposition under paragraph 2.3:

     A. The Offering Notice shall be given to the Corporation and the Surviving
Shareholder. The Offering Notice shall state that such personal representative
offers to sell the Offered Stock specified therein.

     B. The Offering Notice shall specify (i) the Offered Stock (which term
shall for purposes of this Exhibit C mean a number of shares of Stock equal to
(a) the number of shares of Stock in which the estate of the Deceased Spouse
claims an interest which has not passed to the Surviving Shareholder free of any
trust, multiplied by (b) the proportionate interest so claimed), (ii) the
transferee, if such transferee can then be determined with certainty, to whom
the Transferred Stock would be distributed should the Corporation and the
Shareholders fail to purchase any part of it, provided that if such transferee
cannot then be determined with certainty, a list of potential transferees to
whom the Offered Stock may be distributed shall be specified, (iii) if the
personal representative of the estate of the Deceased Spouse proposes to Dispose
of the Offered Stock otherwise than by distribution to a transferee named
pursuant to the preceding clause (ii), the proposed Offering Price, the name and
address of the prospective transferee and other terms of such proposed
Disposition, if any, and (iv) the address of the personal representative of the
estate of the Deceased Spouse for notices and other communications hereunder.
Unless the Surviving Shareholder notifies the Corporation and/or the Purchasing
Shareholders that he objects to the specification of Offered Stock in the
Offering Notice within thirty (30) days after receipt thereof, the Corporation
and/or the Purchasing Shareholders shall be entitled to rely upon such
specification in determining the Purchase Price for the Offered Stock to be paid
to the personal representative of the estate of the Deceased Spouse. If the
Surviving Shareholder gives timely written notice of an objection to such
specification of Offered Stock, and if the dispute has not been resolved as of
the date set for closing of the purchase of Offered Stock by the Corporation
and/or the Purchasing Shareholders, each of the Corporation and/or the
Purchasing Shareholders may hold its portion of the Purchase Price in escrow
until the dispute is resolved, and in such event, each of the Corporation and/or
the Purchasing Shareholders shall be entitled to continue to hold its portion of
the Purchase Price in escrow until (i) the rights of the estate of the Deceased
Spouse and the Surviving Shareholder shall have been fully and finally
adjudicated by a court of competent jurisdiction or (ii) the dispute shall have
been resolved by agreement between such personal representative and the
Surviving Shareholder, and the Corporation and/or the Purchasing Shareholders
shall have been notified thereof in writing signed by such personal
representative and the Surviving Shareholder.

     C. Within ninety (90) days after his receipt of the Offering Notice, the
Surviving Shareholder shall give a Response Notice to the personal
representative of the estate of the Deceased Spouse and the Corporation as to
whether he elects to purchase all or any part of the

                                       -1-



Offered Stock. If the Surviving Shareholder does not elect to purchase all of
the Offered Stock, the Corporation shall, within thirty (30) days after its
receipt of the Response Notice of the Surviving Shareholder, if there is a
Disposition, give a Response Notice to such personal representative as to
whether it elects to purchase any of the Offered Stock not to be purchased by
the Surviving Shareholder. If the Offered Stock is not all purchased by the
Surviving Shareholder and the Corporation, or either of them, the Corporation
shall give a copy of the Offering Notice and copies of the Response Notices to
each of the other Shareholders, and each of the other Shareholders shall, within
thirty (30) days after the receipt of the Response Notice by the Corporation, if
there is a Disposition, give a Response Notice to the Corporation as to whether
he elects to purchase any of the Offered Stock not to be purchased by the
Surviving Shareholder or the Corporation. The Corporation shall give a copy of
that Response Notice to the personal representative and each other Shareholder
who also gave an affirmative Response Notice. If there is more than one
Purchasing Shareholder, excluding the Surviving Shareholder, the Offered Stock
shall be allocated among such Purchasing Shareholders other than the Surviving
Shareholder in such proportions as they may agree upon, or in the absence of
such agreement, pro rata according to the relative holdings of Stock of such
Purchasing Shareholders other than the Surviving Shareholder on the
Determination Date for the transaction. Any affirmative Response Notice shall
specify a date and time for closing of the purchase, which date shall be not
less than forty-five (45) nor more than sixty (60) days after the giving of such
Response Notice, provided that if more than one party elects to purchase Offered
Stock, the closing shall be held on the date specified in the earliest
affirmative Response Notice. The closing shall take place at the principal
office of the Corporation or at such other location as the parties may agree
upon, and the Purchase Price shall be paid in accordance with the provisions of
Exhibit E hereto, which is incorporated herein for all purposes.

     D. During the time the personal representative of the estate of the
Deceased Spouse is holding Stock, such personal representative shall be subject
to the restrictions on the Disposition of Stock imposed by this Agreement. If
the Offered Stock is not all purchased by the Surviving Shareholder, the
Corporation and the other Shareholders, or any of them, such personal
representative may make a Disposition to a transferee named in the Offering
Notice of the balance of the Offered Stock not purchased by the Surviving
Shareholder, the Corporation or the other Shareholders, but only in strict
compliance with the terms therein stated, and thereafter such Stock shall
continue to be subject to the provisions of this Agreement. If any transfer of
Stock described in provision (iii) of paragraph B which is to be effected
pursuant to the immediately preceding sentence of this paragraph D has not been
completed within forty-five (45) days following the expiration of the time
provided in paragraph C for the election by the other Shareholders, the personal
representative of the estate of the Deceased Spouse shall be required to submit
another Offering Notice pursuant to paragraph B in order to Dispose of such
Stock.

                                       -2-



                                    EXHIBIT D

                 Further Provisions Regarding A Passage of Stock
                 To Someone Other Than The Divorced Shareholder
                        As Described Under Paragraph 2.4

     In addition to the provisions of paragraph 2.4 of the Agreement, the
following provisions shall govern a passage of stock to someone other than the
Divorced Shareholder as described under paragraph 2.4:

     A. The Offering Notice shall be given to the Corporation and the Divorced
Shareholder. The Offering Notice shall specify the date the divorce became
final, and shall state that the Divorced Spouse offers to sell the Offered Stock
(as defined in the next sentence). The Offering Notice shall also specify (i)
the Offered Stock (which term shall for purposes of this Exhibit D mean a number
of shares of Stock equal to (a) the number of shares of Stock in which the
Divorced Spouse owns an interest to which the Divorced Shareholder has not
succeeded directly, multiplied by (b) the proportionate interest in such Stock
owned by the Divorced Spouse, as determined by the divorce decree), (ii) whether
the Divorced Spouse proposes to Dispose of Offered Stock not purchased by the
Corporation or the Shareholders, and if so the proposed Offering Price (in the
case of a sale) or a description of a proposed Disposition other than a sale,
(iii) the name and address of the prospective purchaser or other transferee, if
any, (iv) other terms of such proposed Disposition, if any, and (v) the address
of the Divorced Spouse for notices and other communications hereunder.

     B. Within thirty (30) days after his receipt of the Offering Notice, the
Divorced Shareholder shall give a Response Notice to the Divorced Spouse and the
Corporation as to whether he elects to purchase all or any part of the Offered
Stock. If the Divorced Shareholder does not elect to purchase all of the Offered
Stock, the Corporation shall, within thirty (30) days after its receipt of the
Response Notice of the Divorced Shareholder, give a Response Notice to the
Divorced Spouse as to whether it elects to purchase any of the Offered Stock not
to be purchased by the Divorced Shareholder. If the Offered Stock is not all
purchased by the Divorced Shareholder and the Corporation, or either of them,
the Corporation shall give a copy of the Offering Notice and Copies of the
Response Notices to each of the other Shareholders, and each of the other
Shareholders shall, within thirty (30) days after the giving of the Response
Notice of the Corporation, give a Response Notice to the Corporation as to
whether he elects to purchase any of the Offered Stock not to be purchased by
the Divorced Shareholder or the Corporation. The Corporation shall give a copy
of that Response Notice to the divorced Spouse and each other Shareholder who
also gave an affirmative Response Notice. If there is more than one Purchasing
Shareholder, excluding the Divorced Shareholder, such Stock shall be allocated
among such Purchasing Shareholders other than the Divorced Shareholder in such
proportions as they may agree upon, or in the absence of such agreement, pro
rata according to the relative holdings of Stock of such Purchasing Shareholders
other than the Divorced Shareholder on the Determination Date for the
transaction.

     C. Any affirmative Response Notice shall specify a date and time for
closing of the purchase, which date shall be not less than forty-five (45) days
nor more than sixty (60) days

                                       -1-



after the giving of such Response Notice, provided that if more than one party
elects to purchase Offered Stock, the closing shall be held on the date
specified in the earliest affirmative Response Notice. The closing shall take
place at the principal office of the Corporation or at such other location as
the parties may agree upon, and the Purchase Price shall be paid in accordance
with the provisions of Exhibit E hereto, which is incorporated herein for all
purposes.

     D. If the Offered Stock is not all purchased by the Divorced Shareholder,
the Corporation and the other Shareholders, or any of them, (i) the Divorced
Spouse may, within forty-five (45) days following the expiration of the time
provided in paragraph B for election by the other Shareholders, make a
Disposition to a transferee named in the Offering Notice of the balance of the
Offered Stock not purchased by the Divorced Shareholder, the Corporation or the
other Shareholders, but only in strict compliance with the terms therein stated,
and thereafter such Stock shall continue to be subject to the provisions of this
Agreement and (ii) the balance of the Offered Stock not purchased by the
Divorced Shareholder, the Corporation or other Shareholders or disposed of by
the Divorced Spouse pursuant to the preceding clause (i) shall be transferred
into the name of the Divorced Spouse and shall continue to be subject to the
provisions of this Agreement.

     E. If Stock is ever to be Disposed of to a person whose spouse is already a
Shareholder, so that after such Disposition both husband and wife will be
Shareholders, then prior to such Disposition the person whose name the Stock is
to be transferred and all Shareholders shall execute and deliver to the
Corporation an addendum agreement (an "Addendum Agreement") pursuant to which it
is agreed which spouse, in the event of divorce, shall be the Divorced
Shareholder and which spouse shall be the Divorced Spouse for purposes of
paragraph 2.4.

                                       -2-



                                    EXHIBIT E

                            Payment of Purchase Price

     The Purchase Price of Stock purchased by the Corporation or a Purchasing
Shareholder pursuant to this Agreement or any exhibit to this Agreement shall be
paid at the time of closing of the purchase as follows:

     A. In the event of the death of a Shareholder, the Purchase Price of the
Stock shall be paid in cash if the Purchase Price is not greater than the amount
of proceeds received by the Corporation from the insurance carried by the
Corporation on the life of the Deceased Shareholder. If the Purchase Price of
such Stock exceeds the amount of such insurance proceeds, the Corporation shall
pay the Purchase Price in cash to the extent of proceeds received by the
Corporation on the life of the Deceased Shareholder, and the Corporation may
issue a promissory note for some portion or all of the balance of the Purchase
Price (a "Note") and shall pay the remaining portion , if any, in cash, provided
that in any event the Corporation must pay at least thirty percent (30%) of the
total Purchase Price in cash. If the Corporation elects to pay any portion of
the Purchase Price by issuing a Note, the terms of such Note and the security
for the payment thereof shall be as set forth in paragraph E. If the Corporation
receives any proceeds from the insurance carried by the Corporation on the life
of the Deceased Shareholder after closing of the purchase set forth in Paragraph
2.2 of the Agreement, such proceeds shall immediately be applied by the
Corporation to reduce the outstanding principal balance of any Note given in
partial payment of the Purchase Price. Such application shall be made so as to
reduce the principal of each unmatured installment under such Note by an equal
amount, and appropriate notation of such reduction in principal shall be made on
the face of such Note.

     B. If the Corporation purchases Stock hereunder other than by reason of the
death of a Shareholder, the Corporation must pay at least thirty percent (30%)
of the total Purchase Price in cash. With respect to the balance of the Purchase
Price, the Corporation may issue a Note for some portion or all of such balance
and shall pay the remaining portion, if any, in cash. If the Corporation elects
to pay any portion of the Purchase Price by issuing a Note, the terms of such
Note and the security for the payment thereof shall be as set forth in paragraph
E.

     C. If a Shareholder purchases Stock hereunder such Shareholder must pay at
least thirty percent (30%) of the total Purchase Price in cash. With respect to
the balance of the Purchase Price, the Purchasing Shareholder may issue a Note
for some portion or all of such balance and shall pay the remaining portion, if
any, in cash. If the Purchasing Shareholder elects to pay any portion of the
Purchase Price by issuing a Note, the terms of such Note and the security for
the payment thereof shall be as set forth in paragraph F.

     D. Notwithstanding any other provision of this Exhibit E to the contrary,
the amount of cash to be paid by the Corporation or a Purchasing Shareholder to
a Seller on the Purchase Price of the Stock shall be at least Two Hundred Fifty
Thousand Dollars ($250,000), unless the Purchase Price of the Stock is less than
that sum, in which case all of the Purchase Price of the Stock shall be paid in
cash.

                                       -1-



     E. If the Corporation elects to pay any portion of the Purchase Price by
issuing a Note, the Principal amount of such Note shall be due in three (3)
equal annual installments, the first installment being due one (1) year after
the date of closing and the remaining two (2) installments being due on the same
day of the two (2) succeeding years. Such Note shall bear interest on the unpaid
principal balance, payable annually with each principal payment, at the rate per
annum equal to the Federal short-term rate, as that term is used in Section 1274
(d) (1) (C) (i) of the Code, in effect on the date of closing, compounded
semi-annually and payable annually with each principal payment.

     F. If a Purchasing Shareholder elects to pay any portion of the Purchase
Price by issuing a Note, the principal amount of such Note shall be due in three
(3) equal annual installments, the first installment being due one (1) year
after the date of closing and the remaining two (2) installments being due on
the same day of the two (2) succeeding years. Such Note shall bear interest on
the unpaid principal balance, payable annually with each principal payment, at
the rate per annum equal to the Federal short-term rate, as that term is used in
Section 1274(d) (1) (C) (i) of the Code, in effect on the date of the closing,
compounded semi-annually and payable annually with each principal payment. Such
Note shall be secured by a pledge of the purchased Stock. The Purchasing
Shareholder agrees to execute and deliver such pledge agreements and such other
security instruments as may be reasonably required by the seller of the Stock to
create and perfect a security interest in the Stock purchased by the Purchasing
Shareholder.

     G. Any pledge agreement executed by a Purchasing Shareholder to secure
payment of a Note shall provide that during the term of the pledge agreement, so
long as no default has occurred thereunder, the pledgor shall be entitled to (i)
receive any dividends which may be declared on such Stock and (ii) vote such
Stock.

     H. Notwithstanding the foregoing provisions of this Exhibit E, if the
Offering Notice submitted in connection with a proposed Disposition of Stock
contains deferred payment, security or other terms more favorable to the
purchaser than those specified in the foregoing provisions, and the Offering
Price is elected, the Corporation and/or a Purchasing Shareholder shall be
entitled to take advantage of such favorable terms in effecting a purchase of
Offered Stock hereunder.

     I. Notwithstanding the foregoing provisions of this Exhibit E, if the
Purchasing Shareholder or the Corporation (if a purchaser) and the Transferring
Shareholder all agree, any of the terms then effecting the purchase of Offered
Stock hereunder may be changed including the use of assets in kind in payment of
the Purchase Price.

                                       -2-



                                    EXHIBIT F

               Arbitration of Fair Market Value Per Share of Stock

     For the resolution of any dispute as to the Fair Market Value Per Share of
Stock of any offered stock under this Agreement, or any dispute which
specifically refers to this Exhibit F, the following procedure shall apply:

     A. In order to resolve any dispute as to the Fair Market Value Per Share of
Stock of any offered Stock under this Agreement (the "Disputed Stock"), the
Seller of the Disputed Stock shall appoint a single appraiser, and the Purchaser
or Purchasers of the Disputed Stock shall agree upon and appoint a single
appraiser. The two appraisers so appointed by the parties to the dispute shall
appoint a common appraiser. Each appraiser other than the common appraiser shall
give an opinion on the Fair Market Value Per Share of Stock of the Disputed
Stock. The controlling opinion shall be that opinion chosen by the common
appraiser who shall choose among the opinions of the other two appraisers. Only
appraisers who are qualified and independent may be appointed. For purposes
hereof, an appraiser shall be "qualified" if he would be considered an expert
for purposes of giving testimony as to the Fair Market Value Per Share of Stock
of the Disputed Stock in a judicial or similar proceeding. An appraiser shall be
considered "independent" if the does not directly or indirectly own any interest
in the Corporation and is not directly or indirectly in control of, controlled
by, or under common control with the Corporation or any Shareholder of the
Corporation. If the parties who are the Purchasers of the Disputed Stock cannot
agree on the identity of their designated appraiser, that disagreement shall be
submitted to arbitration under procedures outlined in paragraph B below. If the
appraisers chosen by the Seller and the Purchasers of the Disputed Stock cannot
agree on whom the common appraiser shall be, that dispute shall be submitted to
arbitration under procedures outlined in paragraph C below. All parties shall
make all reasonable efforts to forthwith perform the actions contemplated by
this Exhibit F, and all of those parties shall perform those actions recognizing
that time is of the essence. After the determination has been made by the common
appraiser as to which opinion is the controlling opinion, all time limits
specified for Response Notices, Closings and other notices under this Agreement
shall no longer be suspended.

     B. A Purchaser wishing to submit the matter of determining the Purchasers'
appraiser to arbitration as permitted by paragraph A shall do so by giving
written notice of arbitration to the other Purchasers and shall also
simultaneously file duplicate copies of the notice of arbitration with the
regional office of the American Arbitration Association ("AAA") for
Jacksonville, Florida, together with the appropriate fee as provided in the
AAA's administrative fee schedule. All communications with the AAA regarding the
arbitration proceedings shall be directed to such regional office unless the AAA
directs otherwise. The notice of that determination shall contain a brief
description of the nature of the dispute and the remedy or resolution sought by
the Purchaser initiating this procedure. Each of the other Purchasers shall,
within 20 days from the date of mailing of that notice, file with the Purchasers
and the AAA a response in which he states his view regarding that dispute and
the remedy or resolution he desires. As soon as practical after the expiration
of the 20-day period beginning upon the date of mailing of that notice, the AAA
shall compile a list of available individuals or

                                       -1-



entities who could serve as an appraiser, equal to the number of Purchasers plus
one, competent and qualified to be an appraiser as described in the notice of
arbitration and the response thereto. The AAA shall also, at the same time rank
the appraisers in order first through that number equal to the number of
Purchasers plus one, and shall thereupon forthwith transmit the list
simultaneously to the Purchasers and inform them of the order in which they have
been ranked. Unless the Purchasers shall beforehand agree to a different time or
place, or both, they shall meet at the principal office of the Corporation at
10:00 A.M., Eastern Standard Time, on the seventh weekday (Saturday, Sunday and
holidays excluded) after the date of mailing of the AAA's list of appraisers and
notice of ranking. At such time, the Purchasers shall each, in accordance with
the ranking determined by the AAA, strike one (1) name from the list submitted
by the AAA. The highest ranking individual or entity whose name remains on the
list upon completion of such striking shall be the appraiser for the Purchasers.
If the appraiser so selected declines or for any reason fails to serve, the AAA
shall forthwith furnish the Purchasers a second list of additional available
appraiser competent and qualified to determine the dispute, such list to contain
the same number of names. The parties shall thereupon again, in accordance with
the ranking determined by the AAA, strike names from the list. The highest
ranking individual or entity whose name remains on the list upon the completion
of such striking shall be the appraiser of the Purchasers. This procedure shall
be repeated until an appraiser who is willing and able to serve has been
selected. If any Purchaser at any point fails to participate in the procedure
hereinabove established to select appraisers, the AAA shall forthwith eliminate
a name from the list of appraisers for the Purchaser not so participating. The
arbitration shall be held in Jacksonville, Florida at a location determined by
the AAA.

     C. An appraiser wishing to submit the matter of determining the common
appraiser as permitted by paragraph A of this Agreement shall do so by giving
written notice of arbitration to the other appraiser and shall also
simultaneously file duplicate copies of the notice of arbitration with the
regional office of the AAA for Jacksonville, Florida, together with the
appropriate fee as provided in the AAA's administrative fee schedule. All
communications with the AAA regarding the proceedings shall be directed to such
regional office unless the AAA directs otherwise. The notice of that
determination shall contain a brief description of the nature of the dispute and
the remedy or resolution sought by the appraiser initiating this procedure. The
other appraiser shall, within 20 days from the date of mailing of that notice,
file with the originating appraiser and the AAA a response in which he states
his view regarding the dispute and the remedy or resolution he desires. As soon
as practical after the expiration of the 20-day period beginning upon the date
of mailing of the notice of arbitration, the AAA shall compile a list of three
available individual or entities competent and qualified to be a common
appraiser as described in the notice of arbitration and the responses thereto.
The AAA shall also, at the same time rank those individuals or entities in
order, first through third, and shall thereupon forthwith transmit the list
simultaneously to the appraisers and inform them of the order in which they have
been ranked. Unless the appraisers shall beforehand agree to a different time or
place, or both, they shall meet at the principal office of the Corporation at
10:00 A.M., Eastern Standard time, on the seventh weekday (Saturday, Sunday and
holidays excluded) after the date of mailing of the AAA's list of individuals
and entities who could serve as a common appraiser and notice of ranking. At
such time, the appraisers shall each, in accordance with the ranking determined
by the AAA, strike a name from the list submitted by the AAA. The highest
ranking individual or entity whose name remains on the list upon completion of
such striking shall be the common

                                       -2-



appraiser. If the common appraiser so selected declines or for any reason fails
to serve, the AAA shall forthwith furnish the appraisers a second list of
additional available individuals or entities competent and qualified to be a
common appraiser, such list to contain three names. The appraisers shall
thereupon again, in accordance with the ranking determined by the AAA, strike
names from the list. The highest ranking individual or entity whose name remains
on the list upon the completion of such striking shall be the common appraiser.
This procedure shall be repeated until an individual or entity who is willing
and able to serve as a common appraiser has been selected. If any appraiser at
any point fails to participate in the procedure hereinabove established to
select the common appraiser, the AAA shall submit two individuals or entities
who could serve as the common appraiser for the appraiser who is participating
to choose from. The arbitration shall be held in Jacksonville, Florida at a
location determined by the AAA.

     D. Except as otherwise specifically provided herein, all arbitration
proceedings under this Exhibit F shall be conducted in accordance with the
Commercial Arbitration Rules of the AAA, as then amended and in effect; and such
rules shall be interpreted and applied and questions regarding the arbitration
process not resolved under such rules shall be determined in accordance with the
Florida law.

     E. Except as limited above, the parties agree that any determination under
the procedures of this Exhibit F, may be enforced or preserved by any court of
competent jurisdiction.

     F. In the event a proceeding under this Exhibit F is commenced, or other
legal proceeding is commenced to enforce or preserve the rights awarded, the
party who prevails or substantially prevails in such proceeding shall be
entitled to recover from the other party or parties in such proceeding all
costs, expenses and reasonable attorneys' fees incurred in connection with the
proceeding and on appeal.

                                       -3-



                                    EXHIBIT G

                        Arbitration of Disputes Under the
                      Agreement Not Addressed by Exhibit F

     For the resolution of any dispute under this Agreement which is not
otherwise resolved pursuant to other procedures under Exhibit F of the
Agreement, or which specifically refers to this Exhibit G, the following
procedure shall apply:

     A. Any party wishing to submit a matter of dispute under this Agreement,
which is not otherwise provided for in the Agreement or under Exhibit F, shall
submit that matter to arbitration, and shall do so by giving written notice of
arbitration to the other parties to the dispute and shall also simultaneously
file duplicate copies of the notice of arbitration with the regional office of
AAA for Jacksonville, Florida, together with the appropriate fee as provided in
the AAA's administrative fee schedule. All communications with the AAA regarding
the arbitration proceedings shall be directed to such regional office unless the
AAA directs otherwise. The notice of arbitration shall contain a brief
description of the nature of the dispute to be arbitrated and the remedy or
resolution sought by the party initiating arbitration. Each of the other parties
shall, within 20 days from the date of mailing of that notice of arbitration,
file with the parties and the AAA a response in which he states his view
regarding that dispute to be arbitrated and the remedy or resolution he desires.
As soon as practicable after the expiration of the 20 day period beginning upon
the date of mailing of that notice of arbitration, the AAA shall compile a list
of available arbitrators, equal to the number of disputing parties plus one,
competent and qualified to be an arbitrator as described in the notice of
arbitration and the responses thereto. The AAA shall also, at the same time rank
the arbitrators in order first through that number equal to the number of
parties subject to the dispute plus one, and shall thereupon forthwith transmit
the list simultaneously to the parties and inform them of the order in which
they have been ranked. Unless the parties shall beforehand agree to a different
time or place, or both, they shall meet at the principal office of the
Corporation at 10:00 A.M. Eastern Standard time, on the seventh weekday
(Saturday, Sunday and holidays excluded) after the date of mailing of the AAA's
list of arbitrators and notice of ranking. At such time, the parties to the
dispute shall each, in accordance with the ranking determined by the AAA, strike
one (1) name from the list submitted by the AAA. The highest ranking individual
or entity whose name remains on the list upon completion of such striking shall
be the arbitrator for the parties. If the arbitrator so selected declines or for
any reason fails to serve, the AAA shall forthwith furnish the parties a second
list of additional arbitrators competent and qualified to determine the dispute,
such list contain the same number of names. The parties shall thereupon again,
in accordance with the ranking determined by the AAA, strike names from the
list. The highest ranking individual or entity whose name remains on the list
upon the completion of such striking shall be the arbitrator. This procedure
shall be repeated until an arbitrator is willing and able to serve has been
selected. If any party to dispute any point fails to participate in the
procedure hereinabove established to select arbitrators, the AAA shall forthwith
eliminate a name from the list of arbitrators for the party not so
participating. The arbitration shall be held in Jacksonville, Florida at a
location determined by the AAA.

                                       -1-



     B. Except as otherwise specifically provided herein, all arbitration
proceedings under this Exhibit G shall be conducted in accordance with the
Commercial Arbitration Rules of the AAA as then amended and in effect; and such
rules shall be interpreted and applied and questions regarding the arbitration
process not resolved under such rules shall be determined in accordance with the
Florida law.

     C. Except with respect to the matters under the Agreement, a party hereto
shall not have the right to demand arbitration with respect to any dispute,
difference or question arising between any of the Shareholders or between any of
the Shareholders and the Corporation as to any matter whatsoever.

     D. Except as limited above, the parties agree that any determination under
the procedures of this Exhibit G, may be enforced or preserved by any court of
competent jurisdiction.

     E. In the event a proceeding under this Exhibit G, is commenced, or other
legal proceeding is commenced to enforce or preserve the rights awarded, the
party who prevails or substantially prevails in such proceeding shall be
entitled to recover from the other party or parties in such proceeding all
costs, expenses and reasonable attorneys' fees incurred in connection with the
proceeding and on appeal.

                                       -2-

EX-10.0.2

                                                                  Exhibit 10.0.2

                                   WINN-DIXIE


                                   May 2, 2003

Mr. Frank Lazaran
Winn-Dixie Stores, Inc.
5050 Edgewood Court
Jacksonville, FL 32254


Dear Frank:

         The Board of Directors of Winn-Dixie Stores, Inc., is pleased to offer
you the positions of President and Chief Executive Officer of the Company,
effective at 12:01 a.m. on June 26, 2003 or such earlier date as we may mutually
agree (the "effective date"). This letter sets forth the terms of your continued
employment should you accept our offer.

         The term of your employment shall be for a period of thirty-six months
from the effective date and shall be extended automatically for one additional
year on the third annual anniversary of the effective date and for one
additional year on each annual anniversary thereafter unless either party gives
to the other written notice of non-renewal at least three months prior to any
such anniversary date, in which event your employment will terminate on such
anniversary date. You recognize that the Company has the right to terminate your
employment at any time for any reason, subject to the other provisions of this
letter.

         Should you accept these new positions, the Board will elect you as a
director of the Company effective on the date you assume the new positions, and
shall nominate you for election as a director by the shareholders at the next
Annual Meeting thereof and as necessary thereafter during the term of your
employment.

         For the fiscal year ending June 30, 2004, you will be paid a base
salary of $750,000. Your base salary shall be reviewed and subject to adjustment
annually, but it may not be adjusted lower than the amount set for the 2004
fiscal year. Your entitlements under the Company's Officer Compensation Program,
including the cash annual incentive bonus, the annual perquisite benefit, stock
options, restricted stock and contingent cash payments, will be calculated under
the Program in a manner consistent with your new positions and base salary.

         You will continue to have the various Company benefits and be entitled
to participate in the various plans generally available to officers of the
Company, on a basis



Mr. Frank Lazaran
Page 2
May 2, 2003

consistent with your new positions and at levels no less beneficial to you than
you currently enjoy.

         In addition, on a one-time basis, the Company will issue to you options
(the "Retention Options") to purchase 375,000 shares of the Company's common
stock at an exercise price equal to the closing price of the Company's common
stock on the New York Stock Exchange on the effective date. One-third of such
options shall vest and become exercisable on each of the first, second and third
annual anniversaries of the issuance date, provided that you are an employee on
such date. The Retention Options shall have a term of ten years, unless within
such ten-year term (i) you voluntarily terminate your employment (by electing
not to renew or otherwise) or (ii) your employment is terminated by the Company
with "Cause" (as defined below), in which events such ten-year term shall be
reduced to the second annual anniversary of such termination of employment (or,
if earlier, the expiration of the original ten-year term). Except as provided in
the next four paragraphs, upon any termination of your employment, any portion
of the Retention Options that have not vested as of the effective date of such
termination shall be forfeited. The option award agreement pursuant to which the
Retention Options are granted will provide for the terms set forth in this
Agreement and for such other terms as are customary in similar option award
circumstances.

         Should, prior to your normal retirement date, (i) the Company elect not
to renew this agreement as provided in the second paragraph hereof or elect to
terminate your employment without Cause or (ii) you voluntarily terminate your
employment because you are demoted or your compensation is reduced, then the
Company shall pay to you a cash lump sum equal to 36 months of your then-current
base pay and a target bonus for the year of termination (which bonus shall not
be less than 60% of base pay in the year of termination) and shall continue your
medical benefits for 36 months (collectively, the "Severance Payments"). Such
payments will be in lieu of any base salary or bonuses payable for the remaining
term (if any) of your employment under the second paragraph hereof.
Additionally, all restricted stock (and contingent cash payments) will vest
immediately and all options, including the Retention Options, will vest and
become immediately exercisable. Should your employment be terminated for Cause,
all unissued restricted stock, unpaid contingent cash payments and unexercised
options (other than the Retention Options) will be forfeited immediately and no
longer in effect or otherwise payable or due. For the purposes of this
Agreement, "Cause" for termination of your employment shall be deemed to exist
in case of your gross misconduct in the performance of your duties or your
conviction of any felony involving moral turpitude.

         If you elect not to renew this Agreement as provided in the second
paragraph hereof or terminate your employment, in either case for any reason
other than as provided in clause (ii) of the immediately preceding paragraph, or
if your employment is terminated by the Company for Cause, then you will be paid
all amounts of salary, annual and long-term incentive compensation and benefits
earned by you through the expiration of your employment and except as expressly
provided pursuant to a Company employee benefit plan, the Company will have no
further payment or benefits obligations to you.



Mr. Frank Lazaran
Page 3
May 2, 2003


         Your employment will also terminate in the case of your death or total
disability (as defined in the Company's long-term disability plan), in which
event you will be entitled to receive (i) all accrued but unpaid annual base
salary and bonus amounts (i.e., bonus amounts from the prior year), (ii) a
prorated portion of the annual bonus for the current year based on the "target"
level, (iii) any unpaid vacation pay that was accrued during the year, (iv) any
unpaid business expenses, and (v) two years of health and welfare benefits for
you and your eligible dependents. In addtion, all Retention Options shall become
fully vested and exercisable and shall remain exercisable until the second
anniversary of the date of your termination in the case of death or total
disability.

         Should a "change of control" (as that term is defined in the Company's
Restricted Stock Plan and Key Employee Stock Option Plan) of the Company occur
during the term of your employment, all restricted stock (and contingent cash
payments) will vest immediately and all options, including the Retention
Options, will vest and become immediately exercisable, whether or not your
employment continues with the new entity. Should such a "change of control"
occur and, as a result, you are not offered a comparable position, including
comparable compensation, with the new entity or if your responsibilities are
materially diminished, you will be paid an amount equal to the Severance
Payments if you elect to terminate your employment following the occurrence of
such event.

         Should any of the payments provided for in either of the preceding two
paragraphs be determined by the Internal Revenue Service to be parachute
payments subject to excise tax imposed by Section 4999 of the Internal Revenue
Code, the Company will make to you a "gross-up" payment in an amount which,
after tax, would equal the excise tax imposed on the parachute payments.

         Notwithstanding any provision herein to the contrary, the Company may
require that, prior to payment of any amount or provision of any benefit
required by any of the previous six paragraphs of this letter, you 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
your obligation to execute such release shall be contingent upon the Company's
execution of a complete release of you in such form as is reasonably acceptable
to both parties.

         In consideration of the obligations undertaken by the Company in this
Agreement, you agree to be bound by the provisions of Attachment A affixed to
this letter.

         If the terms of this letter, including Attachment A, are satisfactory
to you, please sign, date, and return the enclosed copy of this letter and, upon
receipt by us, this will become a mutually binding agreement between the
parties.

                                                     Very truly yours,

                                                     /s/ A. Dano Davis
                                                     A. Dano Davis
                                                     Chairman

ADD/hsl

Accepted and agreed to:


/s/ Frank Lazaran
Frank Lazaran

Date: 5/2/03



                                  ATTACHMENT A

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

         (a) Non-Competition. During the term of your employment by the Company
and for a period of 36 months following the end of such employment (the
"Restrictive Covenant Coverage Period"), you shall not, without the prior
written consent of the Company, as a shareholder, officer, director, partner,
consultant, employee, or otherwise, engage directly or indirectly in any
business or enterprise which is "in competition" with the Company and its
subsidiaries (or their successors or assigns) (such entities collectively
referred to hereinafter in this Attachment as the "Company"); provided, however,
that your 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 owns or operates at any time during the Restrictive
Covenant Coverage Period a retail grocery store within a seven-mile radius of
any retail grocery store owned or operated by the Company at the time of your
termination of employment.

         (b) Confidential Information. You 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 you obtained or obtain during your
employment by the Company and that is not and does not become generally known to
the public (other than as a result of your violation of this Agreement
("Confidential Information"). Except as may be required and appropriate in
connection with carrying out your duties under this Agreement, you shall not
communicate, divulge, or disseminate any Confidential Information at any time
during or after your 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, you will provide the Company with
reasonable notice to contest such disclosure.

         (c) Non-Solicitation of Employees. You recognize that you 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. You
recognize that the information you will possess about these other employees may
not be generally known, may be of substantial value to the Company in developing
its businesses and in securing and retaining customers, and may be acquired by
you because of your business position with the Company. You agree that, during
the Restrictive Covenant Coverage Period, you 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 you or by any business, individual,
partnership, firm, corporation or other entity on whose behalf you are acting as
an agent, representative or employee and that you 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 your duties under this Agreement.
The restrictive



provision of this subparagraph (c) shall have no effect on any then-current
employee of the Company who seeks employment in response to a classified
advertisement of general circulation.

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

         (e) Non-Disparagement. Except as may be compelled by a court of law,
you agree that you shall not at any time during or after your employment with
the Company make any oral or written statement that you could reasonably have
foreseen to damage the reputation of the Company.

         (f) Remedies; Severability.

             (i)  You acknowledge that the restrictive covenants contained in
this Attachment A are reasonably necessary to protect the legitimate business
interests of the Company. You further acknowledge that if you shall breach any
provision of subparagraphs (a) through (e), 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
(a) through (e) are violated, in whole or in part, the Company may 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 Attachment, or the
application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Attachment, 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 Attachment 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.

EX-10.6

                                                                    Exhibit 10.6

                           SENIOR CORPORATE OFFICER'S

                            MANAGEMENT SECURITY PLAN

                                       OF

                     WINN-DIXIE STORES, INC AND SUBSIDIARIES



                                TABLE OF CONTENTS



Article                          Subject                                  Page
- -------                          -------                                  ----
                                                                    
   1              Definitions                                               1

   2              Eligibility and Membership                                2

   3              Retirement Benefit and Benefit Upon
                  Separation from Service                                   2

   4              Death Benefit                                             4

   5              Beneficiary                                               5

   6              Employer Liability                                        5

   7              Termination of Employment                                 6

   8              Termination or Reduction of Participation                 6

   9              Termination, Amendment, Modification,
                  or Supplement of Plan                                     7

  10              Other Benefits and Agreements                             7

  11              Restrictions on Alienation of Benefits                    8

  12              Administration of the Plan                                8

  13              Miscellaneous                                             9

  14              Adoption of Plan by Subsidiary, Affiliated
                  or Associated Companies                                   9

                  Plan Agreement                                           I-1




                           SENIOR CORPORATE OFFICERS'
                            MANAGEMENT SECURITY PLAN
                    WINN-DIXIE STORES, INC. AND SUBSIDIARIES

                           Purpose and Effective Date

         The purpose of the Plan is to provide specific benefits to a limited
group of management employees who contribute materially to the continued growth,
development, and future business of Winn-Dixie Stores, Inc. and its
subsidiaries. The Plan is amended and restated hereby effective June 30, 1982,
and is further amended and restated hereby effective May 1, 1992.

                                    Article 1

                                   Definitions

         For purposes hereof, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

1.0      "Company" shall mean Winn-Dixie Stores, Inc.

1.1      "Beneficiary" shall mean the person or persons or the estate of a
         Participant, entitled to receive any benefits under this Plan upon the
         death of a Participant.

1.2      "Committee" shall mean the Administrative Committee appointed to manage
         and administer the Plan in accordance with the provisions of Article 12
         of this Plan.

1.3      "Employee" shall mean any person who is in the regular full time
         employment of the Company or one of its subsidiaries as determined by
         the personnel rules and practices of the Company or the subsidiary. The
         term does not include persons who are retained as consultants or other
         independent contractors.

1.4      "Employer" shall mean the Company and any subsidiary having one or more
         Employees who are eligible to participate in the Plan and have been
         selected by the Committee to participate. Where the context dictates,
         the term "Employer" as used herein, refers to the particular Employer
         which has entered into a Plan Agreement with a specific Participant.

1.5      "Benefit Level" shall mean that level of benefits (Death and
         Retirement) which is made available by the Company to the Participant
         for computation of Retirement and Death Benefits pursuant to the terms
         and conditions of the Plan.

         "Employee's Benefit Level" shall mean that portion of the Benefit Level
         which the Participant chooses as a basis for computation of Death and
         Retirement Benefits pursuant to the terms and conditions of the Plan.

1.6      "Participant" shall mean an Employee who is selected and elects to
         participate in the Plan as provided in Article 2 hereof.

1.7      "Plan" shall mean the Senior Corporate Officer's Management Security
         Plan of Winn-Dixie Stores, Inc., and its subsidiaries, which shall be
         evidenced by this instrument and by each Plan Agreement.

1.8      "Plan Agreement" shall mean the form of written agreement, attached
         hereto as Annex I, which is entered into from time to time by and
         between an Employer and a

                                      -1-



         Participant. Each Plan Agreement executed by a Participant shall
         provide for the entire benefit to which such Participant is entitled
         under the Plan and the Plan Agreement bearing the latest date shall
         govern such entitlement.

1.9      "Retirement" and "Retire" shall mean severance from employment with the
         Company and its subsidiaries on or after the normal retirement date or,
         with the consent of the Employer, after the attainment of fifty-five
         (55) years of age.

1.10     "Normal Retirement Date" shall be the first day of the month following
         the month in which the Participant attains his or her 65th birthday.

1.11     "Early Retirement Date" shall be the date of Retirement prior to the
         Normal Retirement Date occurring anytime after the first day of the
         month following the month in which the Participant attains his or her
         fifty-fifth (55th) birthday.

                                    Article 2

                           Eligibility and Membership

2.0      The Committee shall have the sole discretion to determine the Employees
         that are eligible to become Participants in accordance with the
         purposes of the Plan.

2.1      As a condition of participation, each Participant so selected shall
         complete, execute, and return to the Committee a Plan Agreement in the
         form attached hereto as Annex I and comply with such further conditions
         as may be established by and in the sole discretion of the Committee.

                                    Article 3

                       Retirement Benefit and Benefit Upon
                             Separation from Service

3.0      If a Participant remains an employee and retires at his or her Normal
         Retirement Date, and if the Plan and Plan Agreement have been kept in
         force, the Employer will pay or cause to be paid to such Participant
         the amount specified in the Plan Agreement as a Retirement Benefit.
         Such Retirement Benefit shall be divided into two parts: Part A and
         Part B.

         Part A shall consist of 75% of the total Retirement Benefit and shall
         be paid in equal monthly installments which commence on the first day
         of the month following such Retirement and continue for a total of one
         hundred and twenty (120) months.

         Part B shall consist of 25% of the total Retirement Benefit and shall
         be paid in one sum when the Participant dies subsequent to retiring, as
         soon as practicable after receipt of satisfactory proof of death as
         determined acceptable by the Administrative Committee.

3.1      The Committee and only the Committee may permit a Participant to
         receive an Early Retirement Benefit commencing at any time after
         attaining age fifty-five (55) and before age sixty-five (65). In such
         event, the Retirement Benefit shall be determined as specified in
         Section 3.7. Part A payments shall commence on the first day of the
         month following such Early Retirement and continue for a total of one
         hundred and twenty (120) months. Part B payments shall be made as
         specified in Section 3.0.

                                      -2-



3.2      If a Participant who is fifty-five (55) years or older shall die after
         Retirement but before the applicable Retirement Benefit Part A is paid
         in full, the unpaid Retirement Benefit payments to which such
         Participant is entitled shall continue and be paid in addition to the
         Part B payment to that Participant's Beneficiary. Such payments shall
         be made in accordance with the payment schedule applicable to that
         Participant pursuant to Section 3.0 of the Plan.

3.3      A Participant may irrevocably elect to have any Retirement Benefit due
         paid to his or her Beneficiary at the time of Participant's death. Such
         Benefit shall be divided into Part A and Part B as provided in Section
         3.0 and paid in accordance with the provisions of such Section,
         commencing with the first day of the month following the Participant's
         death (rather than at Retirement as provided in Part A of Section 3.0)
         and subject to receipt of satisfactory proof of death as determined
         acceptable by the Administrative Committee. Such election to treat
         Retirement Benefits shall be set forth in the Plan Agreement, and the
         Participant shall execute Section 3(d) of the Plan Agreement (Annex I).

3.4      No Death Benefit as defined in Article 4 shall be paid to the
         Beneficiary of a Participant who dies after Retirement but before the
         Retirement Benefit is paid in full.

3.5      A Participant who ceases to be an Employee before completion of one (1)
         full year of participation in the Plan except as a result of death,
         retirement, or total disability within the meaning of Sections 4.2, 4.3
         and 4.6 shall not be entitled to any benefits and the Employer shall
         have no obligation to such Participant.

3.6      A Participant who ceases to be an Employee after one (1) full year of
         participation, but before eligibility for Retirement, except for death
         or total disability within the meaning of Sections 4.2, 4.3 and 4.6
         shall be entitled to receive a termination benefit. Said benefit shall
         be a reduced Retirement Benefit calculated in accordance with Section
         3.7 and divided in accordance with Section 3.0. Part A payments shall
         commence on what would have been the former Participant's Normal
         Retirement Date. Part B payments shall be made as specified in Section
         3.0. If the former Participant's death occurs before attaining age
         sixty-five (65), Part A Benefits will commence and be paid to the
         Participant's Beneficiary for one hundred and twenty (120) months, and
         Part B Benefits will be paid in one sum.

3.7      The total reduced Retirement Benefit in the event of an Early
         Retirement described in Section 3.1, or a termination described in
         Section 3.6 shall be the amount of the Retirement Benefit set forth in
         the Plan Agreement multiplied by a fraction, the numerator of which is
         the number of whole years of participation in the Plan and the
         denominator of which is the number of years from Participant's age at
         entry into the Plan to the year in which Participant attains age
         sixty-five (65). If increased amounts of participation have been added
         since initial entry into this, successor, or predecessor Plans, the
         reduced benefit as a result of Early Retirement or termination shall be
         determined by reducing each increment of participation in accordance
         with the formula.

3.8      If a Participant elects to continue employment beyond the Normal
         Retirement Date, the Committee, and only the Committee, will specify
         the amount of Participant's Retirement Benefit, which shall be
         evidenced by a new Plan Agreement to be executed by the Participant.

                                       -3-



                                    Article 4

                                  Death Benefit

4.0      If a Participant dies before Retirement and the Plan is in effect at
         the time, the Employer will pay or cause to be paid a Death Benefit to
         such Participant's Beneficiary. The said Death Benefit shall be the
         full amount of one hundred percent (100%) of the Employee's Benefit
         Level as set forth in the Plan Agreement for the first twelve (12)
         months after such death and fifty percent (50%) of the said Employee's
         Benefit Level for the next one hundred and eight (108) months, or until
         the Participant would have attained age sixty-five (65) whichever is
         later. Such payments shall commence effective the first day of the
         month following the date of death.

4.1      The obligation of the Employer to pay the Death Benefit shall exist
         only if

         (a)    at the time of death, the Participant was an active Employee, or
                was totally disabled as defined in Sections 4.2, 4.3 and 4.6 or
                on an authorized leave of absence,

         (b)    the Plan Agreement had been kept in force until the time of
                death,

         (c)    the Participant's death was not a result of suicide within two
                years after the date of the original Plan Agreement, or within
                two years of the date of any subsequent Plan Agreement which is
                the result of additional benefits granted because of an increase
                in Employee's Benefit Level, but the amount of the Death Benefit
                which the Employer shall not be obligated to pay shall be
                limited to benefits granted within two years prior to the date
                of such suicide,

         (d)    the Participant's death was determined not to be from a bodily
                or mental cause or causes, the information about which was
                withheld, or knowingly concealed, or falsely provided by the
                Participant, when requested by the Employer to furnish evidence
                of good health upon the Participant's enrolling in the
                Management Security Plan for any increments of the Participant's
                Benefit Level, and

         (e)    proof of death in such form as determined acceptable by the
                Administrative Committee is furnished.

4.2      A Participant who, prior to Retirement, is totally disabled for more
         than three (3) months shall have his or her Plan continued in force by
         the Company for as long as such disability continues subject to the
         provisions of Sections 4.3 and 4.6.

4.3      The Employer will be obligated to continue the Plan of a totally
         disabled Participant only if

         (i)    the Participant's disability was not caused by illegal or
                criminal acts of the Participant or was not intentionally
                self-inflicted, and

         (ii)   the Participant's Plan Agreement was in force.

4.4      If a Participant dies prior to Retirement while totally disabled, the
         Death Benefit provided in Article 4.0 shall be paid in accordance with
         the provisions of that Article.

                                      -4-



4.5      Any change in the Employee's Benefit Level shall be evidenced by the
         execution of a new Plan Agreement in accordance with the rules adopted
         by the Committee for this purpose.

4.6      If a Participant retires after attaining age fifty-five (55) while
         totally disabled, the Retirement Benefit provided in Article 3 shall be
         paid in accordance with the provisions of that Article.

4.7      The determination of what constitutes total disability and the removal
         thereof for purposes of this Article, shall be made by the Committee,
         in its sole discretion, and such determination shall be conclusive.

                                    Article 5

                                   Beneficiary

5.0      A Participant shall designate his or her Beneficiary to receive
         benefits under the Plan by completing the appropriate space in the Plan
         Agreement. If more than one Beneficiary is named, the shares and
         preference of each shall be indicated.

5.1      Unless a Participant has previously named an irrevocable Beneficiary,
         Participant shall have the right to change the Beneficiary by
         submitting to the Committee a Change of Beneficiary in the form
         attached to Annex 2 hereof.

5.2      No Change of Beneficiary shall be effective until acknowledged in
         writing by the Committee.

5.3      If the Employer has any doubt as to the proper Beneficiary to receive
         payments pursuant to this Plan, it shall have the right to withhold
         such payments until the matter is finally adjudicated.

5.4      Any payment made by the Employer in accordance with this Plan in good
         faith shall fully discharge the Employer from all further obligations
         with respect to such payment.

                                    Article 6

                               Employer Liability

6.0      Amounts payable to a Participant shall be paid from the general assets
         of the Employer exclusively.

6.1      No person entitled to any payment shall have any claim, right, security
         or other interest in any asset of the Employer.

6.2      The Employer's liability for the payment of benefits shall be evidenced
         only by this Plan and each Plan Agreement entered into between the
         Employer and a Participant.

6.3      The Employer shall require that an Employee satisfy evidence of good
         health prior to becoming a Participant or when enrolling for any
         increase in Employee's Benefit Level. The Employee agrees to cooperate
         by

                                      -5-



         (a)    furnishing such information as the Employer may require,
                including but not limited to reports of physical examinations of
                any previous employer,

         (b)    taking such additional physical examinations as may be requested
                by the Employer, and

         (c)    doing any other act which may be requested by the Employer.

6.4      If the Employee does not cooperate in the completion of such
         requirements, the Employer shall have no further obligation to Employee
         under the Plan except as to any benefits previously granted.

6.5      The Employer shall have no obligation of any nature whatsoever to a
         Participant under the Plan and Plan Agreement, except as otherwise
         specifically provided in the Plan, if the Participant's death was
         determined to be from a bodily or mental cause or causes, the
         information about which was withheld, or knowingly concealed, or
         falsely provided by the Participant, when requested by the Employer to
         furnish evidence of good health upon the Participant's enrolling in the
         Management Security Plan for any increments of the Employee's Benefit
         Level.

                                    Article 7

                            Termination of Employment

         Neither the Plan nor the Plan Agreement, either singly or collectively,
obligate the Company or any subsidiary of the Company to continue the employment
of the Participant or limits the right of a Company or subsidiary at any time
and for any reason to terminate a Participant's employment. Termination of a
Participant's employment with the Company and subsidiaries for any reason,
whether by action of the Company, Subsidiary or Participant, shall immediately
terminate Participant's participation in the Plan and Plan Agreement and all
further obligations of either party to the other, except as may be provided in
Section 3.7. In no event shall the Plan or the Plan Agreement, either singly or
collectively, by their terms or implications constitute an employment contract
of any nature whatsoever between the Company or any subsidiary and a
Participant.

                                    Article 8

                    Termination or Reduction of Participation

8.0      A Participant may terminate participation in the Plan and Plan
         Agreement at any time by giving the Employer written notice of such
         termination not less than 30 days prior to the anniversary date of the
         date of execution of the most recently executed Plan Agreement attached
         as Annex I.

8.1      Participants who elect to terminate participation in the Plan and Plan
         Agreement after one (1) full year of participation but before
         eligibility for Retirement will be entitled to the same benefits as a
         Participant who ceases to be an Employee as described in Section 3.6.
         Such Participants will not be entitled to a Death Benefit defined in
         Section 4.0.

8.2      Participants who cease to own the full number of shares of Common Stock
         of the Company required to qualify for participation in the Plan or who
         cease to hold a position qualifying for the limited group of management
         employees to which the Plan applies shall, effective as of the date of
         such change, have their Benefits adjusted pursuant to Section 3.6.

                                      -6-



         A Participant who continues to qualify at and elects to participate at
         a reduced Benefit Level may do so. Such participation shall be at the
         reduced Benefit Level without regard to his or her previous
         participation. For purposes of determining reduced benefits as
         described in Section 3.7 as such shall apply to the reduced Benefit
         Level, Participant's date and age of entry shall be those as of the
         effective date of reduced Benefit Level.

8.3      The Company and each Employer, subject to approval of the Committee,
         reserves the right to delay or modify application of Section 8.2 above
         as to a particular Participant as determined to be in the best
         interests of the Company and Employer.

                                    Article 9

           Termination, Amendment, Modification or Supplement of Plan

9.0      The Company reserves the right to terminate this Plan.

9.1      The Company reserves the right to totally or partially amend, modify or
         supplement this Plan at any time.

9.2      The Company and Employer reserves the right to terminate the Plan
         Agreement of any Employee.

9.3      The right to terminate, amend, modify or supplement the Plan or
         terminate any Plan Agreement shall be exercised for the Company or
         other Employer by the Committee.

9.4      No action to terminate, amend, modify or supplement the Plan or
         terminate any Plan Agreement shall be taken except upon written notice
         to each Participant to be affected thereby not less than 30 days prior
         to such action.

9.5      The Committee shall take no action to terminate the Plan or a Plan
         Agreement with respect to a Participant or Participant's Beneficiary
         after entitlement to any benefits pursuant to Article 3 or Article 4 of
         this Plan has occurred.

9.6      Upon the termination of this Plan or any Plan Agreement by either the
         Committee or a Participant in accordance with any provisions for such
         termination, neither the Plan nor the Plan Agreement shall be of any
         further force and effect and no party shall have any further obligation
         under either this Plan or Plan Agreement so terminated, except as may
         be provided in Section 3.6 hereof.

                                   Article 10

                          Other Benefits and Agreements

         The benefit provided for a Participant and Participant's Beneficiary
under the Plan are in addition to any other benefits available to such
Participant under any other plan or program for employees of the Company or any
Employer and the Plan shall supplement and shall not supersede, modify or amend
any other plan or program except as may otherwise be expressly provided.
Benefits under the Plan shall not be considered compensation for the purpose of
computing contributions or benefits under any plan maintained by the Employer
which is qualified under Section 401(a) and 501(a), Internal Revenue Code of
1954, as amended.

                                      -7-



                                   Article 11

                     Restrictions on Alienation of Benefits

         No right or benefit under the Plan or a Plan Agreement shall be subject
to anticipation, alienation, sale, assignment, pledge, encumbrance or change,
and any attempt to anticipate, alienate, sell, assign, pledge, encumber or
change the same shall be void. No right or benefit hereunder shall in any manner
be liable for or subject to the debts, contract, liabilities, or torts of the
person entitled to such benefit.

                                   Article 12

                           Administration of the Plan

12.0     The sole right of construction, interpretation and general
         administration of the Plan shall be vested in the Committee. The number
         of members of the Committee shall be designated and appointed from time
         to time by and shall serve at the pleasure of the Board of Directors of
         the Company.

12.1     The Board of Directors of an Employer shall designate one of the
         members of the Committee as Chairman and shall appoint a Secretary who
         need not be a member of the Committee. The Secretary shall keep minutes
         of the Committee's proceedings and all data, records and documents
         relating to the Committee's administration of the Plan. The Committee
         may appoint from its number such subcommittees with such powers as the
         Committee shall determine and may authorize one or more members of the
         Committee or any agent to execute or deliver any instrument or make any
         payment on behalf of the Committee.

12.2     The Committee may act or adopt Resolutions with or without a meeting.
         Any action taken or resolution adopted without a meeting shall require
         the written consent of all duly appointed and acting members. Any
         action taken or resolution adopted at a meeting of the Committee shall
         require approval of a majority of a quorum. A quorum shall consist of a
         majority of the duly appointed and acting members.

12.3     The Committee shall establish rules, forms and procedures for the
         administration of the Plan from time to time. The Committee shall have
         the exclusive right to interpret the Plan and to decide any and all
         matters arising thereunder or in connection with the administration of
         the Plan.

12.4     The Committee shall have the exclusive right to determine

         (a)   disability in respect to a Participant, and

         (b)   the degree thereof.

12.5     The members of the Committee and the officers and directors of the
         Company shall be entitled to rely on all certificates and reports made
         by any duly appointed accountants and on all opinions given by any duly
         appointed legal counsel. Such legal counsel may be counsel for the
         Company.

12.6     No member of the Committee shall be liable for any act or omission of
         any other member of the Committee, nor for any act or omission on his
         own part, excepting only his own willful misconduct. The Company shall
         indemnify and save harmless each member of the Committee against any
         and all expenses and liabilities arising out of his membership on the
         Committee, excepting only expenses and liabilities arising out of his
         own willful misconduct. Expenses against which a member of the

                                      -8-



         Committee shall be so indemnified, shall include, without limitation,
         the amount of any settlement or judgment costs, counsel fees and
         related charges reasonably incurred in connection with a claim asserted
         or a proceeding brought or settlement thereof. The foregoing right of
         indemnification shall be in addition to any other rights to which any
         such member may be entitled as a matter of law.

12.7     The Committee shall have the power to compute, certify and authorize
         all disbursements of the amount and kind of benefits payable to
         Participants and their Beneficiaries under the Plan.

12.8     The Company and each other Employer shall supply full and timely
         information to the Committee on all matters relating to the
         compensation, retirement, death or other termination of employment of
         all Participants, and such other pertinent facts as the Committee may
         require.

                                   Article 13

                                  Miscellaneous

13.0     Any notice which shall or may be given under the Plan or Plan Agreement
         shall be in writing and shall be mailed by United States Mail, postage
         prepaid. If notice is to be given to the Company or an Employer, such
         notice shall be addressed to the Company at its general offices:

                             WINN-DIXIE STORES, INC.
                               5050 Edgewood Court
                                Post Office Box B
                           Jacksonville, Florida 32203

         marked for the attention of the Secretary, Administrative Committee,
         Senior Corporate Officer's Management Security Plan; or if notice to a
         Participant, addressed to the address shown on such Participant's Plan
         Agreement.

13.1     Any party may change the address to which notices shall be mailed from
         time to time by giving written notice of such new address.

13.2     The Plan shall be binding upon the Company and each Employer and their
         respective successors and assigns, and upon a Participant, his
         Beneficiary, assigns, heirs, executors and administrators.

13.3     The Plan and Plan Agreement shall be governed by and construed under
         the laws of the State of Delaware.

13.4     Masculine pronouns wherever used shall include feminine pronouns and
         the singular shall include the plural.

                                   Article 14

                         Adoption of Plan by Subsidiary,
                       Affiliated or Associated Companies

         Any corporation which is a subsidiary of the Company may, with the
approval of the Committee, adopt this Plan and thereby come within the
definition of Employer stated in Article 1 hereof.

                                      -9-

EX-10.9.3

                                                                  EXHIBIT 10.9.3

                                                                  EXECUTION COPY

                       THIRD AMENDMENT TO CREDIT AGREEMENT

          THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of March 24, 2003
(this "Amendment"), is among WINN-DIXIE STORES, INC. (the "Borrower"), the
Lenders (as defined below) signatories hereto and WACHOVIA BANK, NATIONAL
ASSOCIATION (formerly known as First Union National Bank), in its capacity as
Administrative Agent for the Lenders (such capitalized term and all other
capitalized terms not defined herein to have the meanings set forth in the
Existing Credit Agreement (as defined below)).

                              W I T N E S S E T H:

          WHEREAS, the Borrower, certain financial institutions and other
Persons (such capitalized term and other capitalized terms used in these
recitals to have the meanings set forth or defined by reference in Part I below)
from time to time parties thereto (collectively, the "Lenders"), the
Administrative Agent, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and
Smith Incorporated ("ML & Co."), as the Syndication Agent, Harris Trust and
Savings Bank, Fleet National Bank and Credit Lyonnais New York Branch, as the
Documentation Agents, and Wachovia Securities, Inc. and ML & Co., as joint lead
arrangers, are parties to the Credit Agreement, dated as of March 29, 2001 (as
modified prior to the date hereof by the First Amendment dated as of March 14,
2002, and the Second Amendment dated as of May 3, 2002, the "Existing Credit
Agreement");

          WHEREAS, the Borrower has requested that the Lenders amend the
Existing Credit Agreement as set forth below; and

          WHEREAS, the Lenders have agreed, subject to the terms and conditions
hereinafter set forth, to amend the Existing Credit Agreement in certain
respects (the Existing Credit Agreement, as so amended or otherwise modified by
this Amendment, being referred to as the "Credit Agreement");

          NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration (the receipt and sufficiency of which is hereby
acknowledged), the parties hereto hereby agree as follows:

                                     PART I
                                   DEFINITIONS

          SUBPART 1.1. Certain Definitions. The following terms (whether or not
underscored) when used in this Amendment shall have the following meanings (such
meanings to be equally applicable to the singular and plural forms thereof):

          "Administrative Agent" is defined in the preamble.

          "Amendment" is defined in the preamble.



          "Borrower" is defined in the preamble.

          "Credit Agreement" is defined in the third recital.

          "Existing Credit Agreement" is defined in the first recital.

          "Third Amendment Effective Date" is defined in Subpart 3.1.

          "Lenders" is defined in the first recital.

          "ML & Co." is defined in the first recital.

          SUBPART 1.2. Other Definitions. Terms for which meanings are provided
in the Existing Credit Agreement are, unless otherwise defined herein or the
context otherwise requires, used in this Amendment with such meanings.

                                    PART II
                                   AMENDMENTS

          Effective on (and subject to the occurrence of) the Third Amendment
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Part; except as so amended or otherwise modified by this Amendment,
the Existing Credit Agreement and the Loan Documents shall continue in full
force and effect in accordance with their terms.

          SUBPART 2.1. Amendment to Article I. Article I of the Existing Credit
Agreement is hereby amended in accordance with Subparts 2.1.1 through 2.1.4.

          SUBPART 2.1.1. Section 1.1 of the Existing Credit Agreement is hereby
amended by inserting the following definitions therein in the appropriate
alphabetical order:

          "Third Amendment" means the Third Amendment, dated as of March 24,
     2003, to this Agreement among the Borrower, the Administrative Agent and
     the Lenders parties thereto.

          "Third Amendment Effective Date" is defined in Subpart 3.1 of the
     Third Amendment.

          SUBPART 2.1.2. Section 1.1 of the Existing Credit Agreement is hereby
further amended by amending the definition of "364 Day Revolving Loan Commitment
Amount" appearing therein by deleting the reference to "$200,000,000" appearing
therein and inserting a reference to "$100,000,000" in replacement therefor.

          SUBPART 2.1.3. Section 1.1 of the Existing Credit Agreement is hereby
further amended by amending the definition of "Letter of Credit Commitment
Amount" appearing therein by deleting the reference to "$60,000,000" appearing
therein and inserting a reference to "$100,000,000" in replacement therefor.



          SUBPART 2.1.4. Section 1.1 of the Existing Credit Agreement is hereby
further amended by amending the definition of "Stated Maturity Date" appearing
therein by deleting the reference to "March 27, 2003" appearing in clause (c)
therein and inserting a reference to "March 25, 2004" in replacement therefor.

          SUBPART 2.2. Amendment to Article II. Article II of the Existing
Credit Agreement is hereby amended in accordance with Subpart 2.2.1.

          SUBPART 2.2.1. Section 2.3.1 of the Existing Credit Agreement is
hereby amended and restated to read in its entirety as follows:

          "SECTION 2.3.1. Borrowing Procedure. In the case of Loans other than
     Swing Line Loans, by delivering a Borrowing Request to the Administrative
     Agent on or before12:00 noon (New York time) on a Business Day, the
     Borrower may from time to time irrevocably request, on the same day as the
     proposed Borrowing in the case of Base Rate Loans, or three Business Days'
     notice in the case of LIBO Rate Loans, and in either case not more than
     five Business Days' notice, that a Borrowing be made, in the case of LIBO
     Rate Loans, in a minimum amount of $5,000,000 and an integral multiple of
     $1,000,000, in the case of Base Rate Loans, in a minimum amount of
     $5,000,000 and an integral multiple of $500,000 or, in either case, in the
     unused amount of the applicable Commitment. On the terms and subject to the
     conditions of this Agreement, each Borrowing shall be comprised of the type
     of Loans, and shall be made on the Business Day, specified in such
     Borrowing Request. In the case of LIBO Rate Loans, on or before 11:00
     a.m.(New York time), and in the case of Base Rate Loans other than Swing
     Line Loans, on or before 3:00 p.m. (New York time), on such specified
     Business Day each Lender that has a Commitment to make the Loans being
     requested shall deposit with the Administrative Agent same day funds in an
     amount equal to such Lender's Percentage of the requested Borrowing. Such
     deposit will be made to an account which the Administrative Agent shall
     specify from time to time by notice to the Lenders. To the extent funds are
     received from the Lenders, the Administrative Agent shall make such funds
     available to the Borrower by wire transfer to the accounts the Borrower
     shall have specified in its Borrowing Request. No Lender's obligation to
     make any Loan shall be affected by any other Lender's failure to make any
     Loan."

                                    PART III
                           CONDITIONS TO EFFECTIVENESS

          SUBPART 3.1. Effectiveness. This Amendment and the amendments
contained herein shall become effective on the date (the "Third Amendment
Effective Date") when each of the conditions set forth in this Part shall have
been fulfilled to the satisfaction of the Administrative Agent.

          SUBPART 3.1.1. Execution of Counterparts. The Administrative Agent
shall have received counterparts of this Amendment, duly executed and delivered
on behalf of each Borrower, the Administrative Agent, the Required Lenders, each
364 Day Revolving Loan Lender and the Issuer.



          SUBPART 3.1.2. Fees. The Administrative Agent shall have received, for
the account of each 364 Day Revolving Loan Lender approving this Amendment by no
later than March 21, 2003, an extension fee in an amount equal to .075% of each
such Lender's Percentage of the aggregate 364 Day Revolving Loan Commitment
Amount (after giving effect to this Amendment).

          SUBPART 3.1.3. Opinion of Counsel. The Administrative Agent shall have
received an opinion, dated the date of this Amendment and addressed to the
Administrative Agent and all Lenders, from Kirschner & Legler, P.A., special
counsel to the Obligors, in form and substance satisfactory to the
Administrative Agent.

          SUBPART 3.1.4. Resolutions. The Administrative Agent shall have
received resolutions of the Board of Directors of the Borrower duly ratifying
the execution, delivery and performance of this Amendment, duly certified by an
Authorized Officer as being in full force and effect without amendment or
modification, all in form and substance reasonably satisfactory to the
Administrative Agent.

          SUBPART 3.1.5. Repayments. The Borrower shall have prepaid outstanding
364 Day Revolving Loans to the extent, if any, that the aggregate principal
amount thereof exceeds $100,000,000.

          SUBPART 3.1.6. Legal Details, etc. All documents executed or submitted
pursuant hereto shall be satisfactory in form and substance to the
Administrative Agent and its counsel. The Administrative Agent and its counsel
shall have received all information and such counterpart originals or such
certified or other copies or such materials as the Administrative Agent or its
counsel may reasonably request, and all legal matters incident to the
transactions contemplated by this Amendment shall be satisfactory to the
Administrative Agent and its counsel.

                                    PART IV
                   MISCELLANEOUS; REPRESENTATIONS AND COVENANT

          SUBPART 4.1. Continuing Effectiveness, etc. As amended hereby, the
Credit Agreement shall remain in full force and effect and is hereby ratified
and confirmed in all respects. After the Third Amendment Effective Date, all
references in the Credit Agreement and each other Loan Document to the "Credit
Agreement" shall refer to the Existing Credit Agreement, after giving effect to
this Amendment, and this Amendment shall be a Loan Document for all purposes.
The Borrower hereby confirms its obligations under Section 10.3 of the Credit
Agreement to pay all fees and expenses of the Administrative Agent in connection
with this Amendment and other ongoing administration of the Credit Agreement
since the last invoice it received, including reasonable fees and other charges
of Shearman & Sterling in connection therewith.

          SUBPART 4.2. Counterparts. This Amendment may be executed in any
number of counterparts and by the different parties on separate counterparts,
and each such counterpart shall be deemed to be an original but all such
counterparts shall together constitute one and the same Amendment.



          SUBPART 4.3. Governing Law. THIS AMENDMENT SHALL BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

          SUBPART 4.4. Successors and Assigns. This Amendment shall be binding
upon the Borrower, the Lenders and the Agents and their respective successors
and assigns, and shall inure to their successors and assigns.

          SUBPART 4.5. Representations and Warranties. In order to induce the
Lenders to execute and deliver this Amendment, the Borrower represents and
warrants to the Agents, the Lenders and the Issuer that, after giving effect to
the terms of this Amendment, the following statements are true and correct: (a)
the representations and warranties set forth in Article VI of the Existing
Credit Agreement and in the other Loan Documents are true and correct on the
Third Amendment Effective Date as if made on the Third Amendment Effective Date
and after giving effect to the this Amendment (unless stated to relate solely to
an earlier date, in which case such representations and warranties were true and
correct in all material respects as of such earlier date); and (b) no Default
has occurred and been continuing.



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their respective authorized officers as of the day and
year first above written.

                                           WINN-DIXIE STORES, INC.


                                           By:/s/ R.P. McCook
                                              ----------------------------------
                                              Title: SVP and CFO



LENDERS:

                                           WACHOVIA BANK, NATIONAL ASSOCIATION,
                                           as Administrative Agent,
                                           Issuer and as a Lender


                                           By:
                                              ----------------------------------
                                              Title:



                                           AMSOUTH BANK, as Lender


                                           By:/s/ Mike Del Rocco
                                              ----------------------------------
                                              Title: Vice President



                                           BANGKOK BANK, as Lender


                                           By:/s/ Piyaratana Condron
                                              ----------------------------------
                                              Title: Vice President



                                           CHEVY CHASE BANK, as Lender


                                           By:/s/ Dory Halati
                                              ----------------------------------
                                              Title: Vice President



                                           CIBC INC., as Lender


                                           By:
                                              ----------------------------------
                                              Title:



                                           COBANK, ACB, as Lender


                                           By:/s/ Richard Dill
                                              ----------------------------------
                                              Title: Vice President



                                           COMMERCEBANK N.A., as Lender


                                           By:
                                              ----------------------------------
                                              Title:



                                           COMPASS BANK, as Lender


                                           By:/s/ Keely W. McGee
                                              ----------------------------------
                                              Title: Vice President



                                           CREDIT LYONNAIS NEW YORK BRANCH,
                                           as Lender


                                           By:/s/ Attila Koc
                                              ----------------------------------
                                              Title: Senior Vice President



                                           EAST WEST BANK, as Lender


                                           By:
                                              ----------------------------------
                                              Title:



                                           FLEET NATIONAL BANK, as Lender


                                           By:
                                              ----------------------------------
                                              Title:



                                           GMAC BUSINESS CREDIT, LLC, as Lender


                                           By:
                                              ----------------------------------
                                              Title:



                                           GMAC COMMERCIAL CREDIT LLC, as Lender


                                           By:
                                              ----------------------------------
                                              Title:



                                           HARRIS TRUST & SAVINGS BANK,
                                           as Lender


                                           By:/s/ Scott Place
                                              ----------------------------------
                                              Title: Vice President



                                           MERRILL LYNCH  BANK  USA, as Lender


                                           By:
                                              ----------------------------------
                                              Title:



                                           SUNTRUST BANK, as Lender


                                           By:/s/ Karen Copeland
                                              ----------------------------------
                                              Title: Vice President



                                           TAIPEI BANK, NEW YORK AGENCY,
                                           as Lender


                                           By:
                                              ----------------------------------
                                              Title:



                                           TEXTRON FINANCIAL CORPORATION,
                                           as Lender


                                           By:/s/ Anne Sullivan
                                              ----------------------------------
                                              Title: Manager of Credit and
                                                     Operations



                                           TRANSAMERICA BUSINESS CAPITAL
                                           CORPORATION, as Lender


                                           By:/s/ Stephen Goetschius
                                              ----------------------------------
                                              Title: Senior Vice President



                                           U.S. BANK NATIONAL ASSOCIATION,
                                           as Lender


                                           By:/s/ Richard Neltner
                                              ----------------------------------
                                              Title: Senior Vice President

EX-12.0

                                                                    Exhibit 12.0

                             WINN-DIXIE STORES, INC.

         COMPUTATION OF CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
                      (Amounts in thousands except ratios)



                                             2003      2002      2001      2000     1999**
                                             ----      ----      ----      ----     ----
                                                                     
Fixed charges:
 Interest expense                        $  40,442    61,595    52,845     47,088    29,651
 Capitalized interest                        2,375       642     5,863          -         -
 Interest component of rental expense      204,074   206,104   226,183    237,990   230,890
                                           -------   -------   -------   --------   -------
   Fixed charges                         $ 246,891   268,341   284,891    285,078   260,541
                                           =======   =======   =======   ========   =======

Earnings:
 Income (loss) from continuing
   operations before taxes               $ 320,579   304,411   124,824   (277,184)  304,358
 Restructuring                                   -         -   147,245    404,969         -
 Add: Fixed charges                        246,891   268,341   284,891    285,078   260,541
 Less: Capitalized interest                 (2,375)     (642)   (5,863)         -         -
                                           -------   -------   -------   --------   -------
   Total earnings                        $ 565,095   572,110   551,097    412,863   564,899
                                           =======   =======   =======   ========   =======

Ratio of earnings to fixed charges:
   Total earnings                        $ 565,095   572,110   551,097    412,863   564,899
   Fixed charges                         $ 246,891   268,341   284,891    285,078   260,541
   Ratio                                       2.3       2.1       1.9        1.4       2.2

As reported
Fixed charges:
 Interest expense                        $  40,442    61,595    52,845     47,088    29,651
 Capitalized interest                        2,375       642     5,863          -         -
 Interest component of rental expense      204,074   206,104   226,183    237,990   230,890
                                           -------   -------   -------   --------   -------
   Fixed charges                         $ 246,891   268,341   284,891    285,078   260,541
                                           =======   =======   =======   ========   =======

Earnings:
 Income (loss) from continuing
   operations before taxes               $ 320,579   304,411   124,824   (277,184)  304,358
 Add: Fixed charges                        246,891   268,341   284,891    285,078   260,541
 Less: Capitalized interest                 (2,375)     (642)   (5,863)         -         -
                                           -------   -------   -------   --------   -------
   Total earnings                        $ 565,095   572,110   403,852      7,894   564,899
                                           =======   =======   =======   ========   =======

Ratio of earnings to fixed charges:
   Total earnings                        $ 565,095   572,110   403,852      7,894   564,899
   Fixed charges                         $ 246,891   268,341   284,891    285,078   260,541
   Ratio                                       2.3       2.1       1.4          *       2.2


*For fiscal year ended June 28, 2000, earnings were inadequate to cover fixed
charges due to non-recurring charges totaling $405 million relating to the
restructuring and other non-recurring charges. The dollar amount of the coverage
deficiency for the year ended June 28, 2000 was $302 million.
**53 weeks

EX-14.1

                                                                    EXHIBIT 14.1

                                   WINN-DIXIE
                                 CODE OF CONDUCT

STATEMENT OF POLICY

We are committed to acting with integrity and conducting our business in
compliance with applicable laws. This Code of Conduct expresses that commitment.
Compliance with our Code of Conduct helps us to deal fairly with customers,
suppliers, competitors and associates, and to maintain a safe and healthy work
environment in which all of our associates have an equal opportunity to succeed.

Our Company's responsibility is to clearly establish expectations for how our
business should be conducted. Your responsibility is to ensure that your
behavior follows our Code of Conduct. The Code of Conduct does not address every
conceivable situation that may arise; it would be impossible to do that. It
does, however, provide important guidance in many areas and lets you know how to
get answers to questions you may have. Each of us must support our Company by
complying with the requirements of our Code of Conduct and by expressing any
concerns we may have about potential violations of Company policy.

This Code of Conduct is only one of the eight compliance policies that our
Company maintains. It provides you with summaries of the other seven policies.
If one or more of these compliance policies applies to your job, you should read
the more detailed policy and ensure that your conduct complies with the more
detailed policy. Our eight compliance policies, including this Code of Conduct,
provide a framework for each of us to ensure that our conduct conforms to our
Company's requirements. In addition to this Code of Conduct, which applies to
all associates, we have a CEO and Senior Financial Officers Code of Ethics to
provide additional guidance to senior officers involved in the preparation of
the Company's financial statements.

Acting with integrity is not only the right thing to do; it is also good for
business. Our mission is to be the best supermarket in every neighborhood in
which we operate, offering the best value, freshest products and outstanding
customer service every day, while enhancing shareholder value. By complying with
the requirements of our Code of Conduct, we protect our Company's reputation and
enhance our ability to achieve our business goals.

AREAS COVERED

     .    Our Compliance Program. We maintain a Compliance Program to support
          the commitments we express in our Code of Conduct. You should learn
          about the compliance program so that you are fully aware of the
          resources



          available to you to assist you in complying with your
          responsibilities. The compliance program also provides you with
          several vehicles to alert Company leadership to any concerns you may
          have regarding possible violations of our compliance policies.

     .    Conflicts of Interest. We are committed to acting with integrity and
          to fair dealings with our customers, suppliers (including consultants
          and other service providers), competitors and associates. To ensure
          that all business decisions are based solely on the terms of each
          transaction and the best interest of our Company, we maintain a policy
          designed to avoid all conflicts of interest between work and personal
          matters.

     .    Company Assets. Company assets should be used for intended business
          purposes. Our policy on the protection of Company assets is intended
          to secure our business assets and ensure that they are used
          appropriately.

     .    Work Environment. All of our associates deserve to work in a safe and
          healthy work environment. To support our associates, we maintain
          policies to ensure our stores, other facilities and corporate offices
          are attractive places to work.

     .    Our Compliance Policies. We maintain compliance policies to establish
          our expectations for complying with legal requirements and
          appropriately managing key business risks. In addition to our Code of
          Conduct, our seven other compliance policies cover: Advertising and
          Labeling; Antitrust; Data Usage, Security and Privacy; Disclosure and
          Financial Controls; Environmental Management and Property Development;
          Labor and Employment; and Safety. Summaries of these policies will
          raise your awareness of how they affect your job and the jobs of those
          around you.

OUR COMPLIANCE PROGRAM

We maintain a compliance program to support our Company's efforts to comply with
legal requirements and appropriately manage business risk. This program is
coordinated through our Compliance Department and led by our Company's Director
of Compliance.

We have identified eight areas to be covered by our Compliance Program: (1)
Advertising and Labeling, (2) Antitrust, (3) Code of Conduct, (4) Data Usage,
Security and Privacy, (5) Disclosure and Financial Controls, (6) Environmental
Management and Property Development, (7) Labor and Employment and (8) Safety. In
each of these areas, we have a compliance policy and related compliance
procedures. A summary of each of these policies is provided in this Code of
Conduct. You may access the complete versions of these policies on our Intranet
site at http://info/. If you do not have access to a computer, you can obtain
copies by calling our corporate office in Jacksonville at 904-783-5000 and
asking for our Compliance Department.



A compliance team is assigned to each policy. Each team is staffed with an
attorney from our Legal Department and one or more leaders in the affected
business units. A list of the compliance team members for each policy area is
provided on our Intranet site. Each compliance team works with the Compliance
Department and our business leaders in an effort to prevent, detect and respond
to compliance issues in our Company. The Compliance Department reports regularly
to our General Counsel and to our Executive Committee. In addition, a Compliance
Department report is delivered at each meeting of the Audit Committee of the
Board of Directors and at least annually to the Board of Directors.

We seek to prevent compliance issues from occurring by undertaking an ongoing
risk assessment process. This process leads to the creation and maintenance of
our compliance policies and compliance procedures that clearly explain our
expectations for how our business should be conducted. Our communication of
these policies raises awareness among our associates of critical business risks
and the right ways to manage these risks. In addition, we provide training and
legal counseling, as appropriate, to support our associates in performing their
jobs in a compliant manner.

We detect compliance issues in several ways. You and your fellow associates are
the best resources available to us in detecting compliance issues at their
earliest stage. We encourage you to inform us of any concerns you may have
regarding potential policy violations - by doing so you are acting to protect
our reputation, our assets and our business interests. We maintain a policy of
never retaliating against any associate for raising concerns regarding our
compliance with this Code of Conduct or our other compliance policies. The best
way for you to let us know of a possible concern is usually to inform your
supervisor or manager. If you do not want to discuss the issue with your
supervisor, or if you have done so and you have not received an appropriate
response, you can contact any member of management or the Compliance Department
in our corporate office. If you wish to contact us anonymously, you can contact
the Associate Action Line at any time by calling 1-800-338-2327. We also
maintain a second anonymous telephone line for concerns relating to accounting
practices, financial reporting and internal controls. The number is
1-800-445-2598 and calls to this line are forwarded directly to both our
Compliance Department and our Board of Directors.

As an additional tool to detect compliance activity, our Compliance Department
prepares compliance metrics and distributes them to identified business leaders.
These metrics assist us in detecting compliance issues by enabling us to better
monitor trends and compliance activity in key risk areas. In addition, at least
annually we schedule a compliance review in which a broad cross-section of
management conducts a comprehensive review of compliance activity and compliance
plans.



We respond to compliance issues with timely responses and disciplinary action
where appropriate. In addition, we consider whether corrective actions are
needed to fix any weaknesses in our compliance processes. Our metric reports
assist us in tracking issue responses and remedial action plans to ensure that
our responses are consistent and appropriate.

CONFLICTS OF INTERST

Policy

A conflict of interest exists when a personal interest interferes or appears to
interfere with Company business practices. When there is a conflict between our
personal loyalties and the interests of our Company, we have to choose between
doing something that will benefit ourselves or someone we know and something
that will benefit our Company. Because this is a difficult position for anyone
to be in, we maintain a policy of avoiding all conflicts of interest between
work and personal matters. This policy supports our commitment to act with
integrity and to deal fairly with our customers, suppliers, competitors and
associates.

Conflicts can result from various relationships, including relationships with
competitors, vendors, customers, family members and friends. It is impossible to
list all of the possible circumstances that could create a conflict of interest.
Each of us must use our good judgment in evaluating whether a conflict of
interest may exist. Corporate and Divisional managers have a responsibility to
report any known conflicts of interest to their direct supervisor as well as the
Compliance Department. In addition, managers are required to annually certify
that they are "conflict free" or disclose any potential conflicts of interest.
All other associates should contact their direct supervisor or manager with any
potential conflicts of interest so that they can be resolved in partnership with
an HR manager or the Compliance Department as needed. Despite best efforts,
conflicts of interest can arise. If you are involved in a situation that you
believe may be a conflict of interest, you must notify the appropriate
individual or department. In many instances, a conflict can be avoided or
remedied without serious consequences if it is honestly addressed at the
earliest possible stage.

Common Issues

The following are common conflict of interest situations and our requirements
for handling the situation. When we refer to close family members, we mean a
mother, father, sister, brother, spouse, child, grandparent, grandchild,
mother-in-law, father-in-law, stepfather, stepmother or stepchild. In connection
with any potential conflict of interest, you should also consider whether it is
appropriate for you to disclose a relationship with a close personal friend.
Where we have indicated that you are required to disclose a potential conflict
of interest to your manager and/or the Compliance Department, failure to make
this disclosure promptly is a violation of this Code of Conduct.



     Competing with our Company

We maintain a policy prohibiting our associates from also working for one of our
direct competitors. If you are employed by Winn-Dixie, have or are seeking a
second job and are not sure whether another company is considered a competitor,
you should contact the Compliance Department prior to accepting employment with
the other company. If you are applying for a position with Winn-Dixie, are
employed by another company and are not sure whether the other company is a
competitor, you should disclose the issue on your employment application. If a
close family member works for one of our competitors, you should disclose this
fact to the appropriate individual or department as soon as you become aware of
it so that we can determine whether the relationship will constitute a conflict
of interest. A similar conflict occurs if you or a close family member is a
consultant, advisor or agent of any company competing with us. These
relationships must be disclosed to the appropriate individual or department so
that they can be evaluated.

We also believe it is inappropriate for an associate to compete with our Company
when buying or selling real or personal property. If you find that you or a
close family member are seeking to buy something that the Company is also trying
to acquire, like property to be developed for a store site, then you should
contact the appropriate individual or department so that a record of your
disclosure can be maintained and so that we can confirm that no conflict of
interest is presented.

     Personal Work Relationships

A potential conflict of interest exists when one or more of your close family
members or an individual with whom you are having a sexual relationship or
significant relationship (a "significant relationship") works for our Company.
We maintain a policy prohibiting close family members or significant
relationships from working in positions in which one reports directly or
indirectly to the other, or is otherwise in a position to influence salary,
performance evaluations, career pathing or similar matters. If you are involved
in a conflict of interest of this nature, you should immediately notify the
appropriate individual or department, so that one of the associates can be
reassigned to a position that will not constitute a conflict. Even if you do not
believe a conflict exists based on job responsibilities, if a close family
member or significant relationship also works for our Company, you should notify
the appropriate individual or department so that a record of your disclosure can
be maintained and so that we can confirm that no conflict of interest is
presented.

A conflict of interest may also exist if one or more of your close family
members or significant relationship works for, or is a consultant or advisor to,
a person or company doing business or seeking to do business with our Company. A
conflict of interest exists if you are in a position with our Company to
influence decisions on whether or not to do business with the other company. In
such a situation, you should immediately notify the appropriate individual or
department so that



you or your close family member can be re-assigned, can be recused from making
relevant business decisions or the conflict of interest can otherwise be
avoided. Even if you do not believe a conflict exists based on job
responsibilities, if a close family member or significant relationship works for
a person or company doing business or seeking to do business with our Company,
you should notify the appropriate individual or department so that a record of
your disclosure can be maintained and so that we can confirm that no conflict of
interest is presented.

     Financial Interests in Certain Businesses

The potential for a conflict of interest occurs any time you, a close family
member or a significant relationship have a financial interest in a company
doing business with, seeking to do business with or competing with our Company.
A financial interest includes an ownership interest or any other pecuniary
interest in the company or any transaction involving our Company. You should
immediately inform the appropriate individual or department of any potential
conflict of interest of this nature so that a record of your disclosure can be
maintained and so that we can confirm that no conflict of interest is presented.

As an exception to this rule, you or members of your close family may own shares
of a company doing business with us or competing with us if the stock is
actively traded on a recognized national stock exchange and the total amount of
the stock you or your family member owns does not exceed 1% of the issued and
outstanding equity securities of the other company. You may also own stock of
such businesses indirectly through ownership of publicly traded mutual funds or
similar accounts.

     Gifts and Entertainment

There is an obvious potential for conflict of interest if you receive gifts or
entertainment from a person or company doing business or seeking to do business
with us. You should think of the term "gifts" and "entertainment" very broadly,
meaning anything given to or received by you for which you did not pay fair
market value. Gifts and entertainment may include: meals, travel and
accommodations for business or personal purposes, tickets for sporting or
cultural events, payment of entry fees such as greens fees for golf, cash, art
objects, discounts not available to the general public and any other merchandise
or services. Vendor samples, for example, are gifts if used for personal
consumption or anything other than a valid business purpose, such as
taste-testing a new product.

We maintain a "nothing of value" policy regarding the acceptance of gifts and
entertainment. This means you may not accept any gift or entertainment from
anyone doing business with or seeking to do business with our Company unless you
have received the prior approval of the senior vice president of your business
unit. Unless your senior vice president has informed the Compliance Department
that his or her business unit allows the acceptance of modest gifts or



entertainment (less than $25 from any person or company), there is no concept of
insignificance within the policy, except for items of virtually no economic
value such as a birthday card. A gift of money is never acceptable, regardless
of the amount.

There are ways to accept an item or service from someone doing business with or
seeking to do business with our Company. The easiest way is to pay fair market
value for the item or service provided to you. Also, there may be business
associates with whom you regularly participate in meals and entertainment. In
these situations, if you always reciprocate by purchasing meals or entertainment
of like kind and similar value for the individual who is entertaining you, then
we consider this the equivalent of paying your own way each time.

One common circumstance that creates confusion is whether you can keep a prize
given away "at random" at a business event as a door prize or in connection with
a raffle. The prize is not "at random" unless Company associates constitute a
very small portion (less than 10%) of the total number of individuals eligible
to win the prize. If that is the case, and if you win the prize, you may accept
the gift as a representative of our Company. Upon returning to the office, you
should inform your manager so that he or she can partner with the Compliance
Department to best determine how to share the gift in a manner that benefits the
Company or your department generally.

In certain limited instances, it may be impossible to refuse a gift or
entertainment (for instance, if you are at a meeting at another company's office
that runs longer than anticipated and lunch is brought in). In these instances,
you should always seek to avoid accepting the gift, or to reimburse the other
party for it. If this is impossible or would be inappropriate or rude, you
should notify your manager immediately upon your return to the office so that he
or she can partner with the Compliance Department to best determine how to
handle the issue. At holidays and other times, many companies doing business or
seeking to do business with us send unsolicited gifts. If possible, you should
return the gift. If this is not practicable, for instance if the gift is flowers
or some other perishable, you should share it in a manner that benefits the
Company or your department generally. In either case, you must send a letter to
the sender of the gift informing them of our policy and requesting that they
refrain from sending gifts in the future.

We are committed to supporting the communities in which we live and work. For
that reason, we are all encouraged to participate in various charitable and
community service events. Our "nothing of value" policy, however, still applies
in these circumstances. As a result, you should have the approval of the senior
vice president of your business unit before you solicit a company or person
doing business or seeking to do business with us for civic or charitable
contributions.

We must be meticulous in avoiding conflicts of interest associated with the
acceptance of gifts and entertainment. If you have any question whether your
participation in any activity or acceptance of any item might be covered under
our



policy, you should contact the Compliance Department in advance for advice.
Also, because of the sensitive nature of these issues, it is critical that we
document our compliance with this policy. For these reasons, all approvals must
be recorded on a gift log maintained by each senior vice president. It is your
responsibility as an associate accepting a gift or entertainment, or
participating in an event, to obtain prior approval and to ensure that the
approval has been appropriately recorded. Similarly, you should make sure that a
written record is maintained of your disclosures to the Compliance Department
and the determinations that are made to avoid any possibility of confusion at
later dates.

COMPANY ASSETS

Policy

Company assets should be used for intended business purposes. They should never
be used to further improper or illegal business conduct. In addition, they
should not be used for personal interest, for other business interests, or for
charitable or civic interests without the approval of the senior vice president
of your business unit.

Common Issues

The following are common issues associated with the protection and proper use of
our Company's assets and our requirements for handling the issue.

     Corporate Opportunities

We all owe a duty to our Company to advance its legitimate interests whenever
possible. What we learn and inventions that are developed during our work are
rightfully the property of our Company. It would be inappropriate, for instance,
to learn during the course of your job of an available parcel of property and
divert the opportunity to acquire that property for your benefit or the benefit
of another. Similarly, inventions, such as software and modifications, developed
during the conduct of your job are "work for hire" and entirely the property of
our Company. To seek personal gain from these inventions would be inappropriate.

     Improper Payments

It is not acceptable, under any circumstance, to offer, give, solicit or receive
any form of bribe, kickback, inducement or other illegal or unethical payment.
No associate may ever use Company property or assets for illegal, unethical or
improper purposes. We also must ensure that agents acting on our behalf
- - including brokers, attorneys, consultants and other agents - comply with our
policy in this regard. Particular attention must be given when we retain local
experts in connection with regulatory matters, such as local zoning counsel.
They must be retained under a written agreement approved by our Legal Department
providing that no portion of their fee will directly or indirectly provide



an improper benefit to a government official. Any "success fee" or other unusual
compensatory arrangement with an agent must be approved in advance by our Legal
Department.

     Payments to Foreign Officials

In our international operations, we comply with the U.S. Foreign Corrupt
Practices Act (the "FCPA"), which prohibits the corrupt payment of money or
giving of things of value to foreign officials to obtain business or secure an
improper advantage. A foreign official is an employee of a foreign government,
an entity owned by a foreign government, a foreign political party or a public
international organization, as well as a candidate for foreign political office.
Anyone acting on behalf of a foreign official, including a member of his or her
family, should also be considered a foreign official. Generally speaking, a
check made out to a department of a foreign government is not covered under the
FCPA, but a check made out to an individual government official is covered.

Even business courtesies, such as small gifts, should not be given without prior
approval of our legal and Compliance Departments. Although reimbursement for
legitimate business travel is often acceptable under the FCPA, you should not
reimburse a foreign official for expenses incurred to travel or otherwise work
on our behalf without the prior approval of our Legal and Compliance
Departments. You also may not pay a gratuity or other payment to a government
official to expedite a routine administrative action, like receiving goods at
customs, without the prior approval of our Legal and Compliance Departments. In
addition to confirming all payments are legal under the FCPA, we will want to
evaluate them under local law. If payments are approved, then they must be
clearly and accurately reflected on our books and records.

Just as we support our local communities and charities in the United States, we
do the same in the international locations in which we operate. We may support
local charities and civic causes, but these donations should be cleared through
the Legal and Compliance Departments to ensure that the recipient institution
does not have a relationship with a foreign official which could cause the
donation to be suspect under the FCPA.

Under the FCPA, we must be equally careful of actions taken by others on our
behalf. Any person or firm representing us (such as a consultant or broker) in
international operations must comply with our policies in this regard and must
be retained under a written agreement approved by our Legal Department that
requires them to comply with our policies.

     Political Contributions

We comply with all federal, state and local laws in our political activities and
interactions with government officials. For this reason, all corporate support
for political candidates or political causes must be approved by the Vice
President of Government Relations and the Chief Executive Officer. Support
includes cash or



in-kind contributions, lobbying activity and public expressions of corporate
support. Contributions include checks written to sponsor or attend events
benefiting a candidate or political cause. Political activities outside of the
United States must comply with U.S. election laws, the FCPA and local law. If
you are aware of a political cause, such as a local bond referendum, which you
want our Company to support because you believe it would benefit our Company and
our associates, you should notify the Vice President of Government Relations,
who will determine whether or not our Company should support the effort.

All of our associates are encouraged, as individuals, to become involved in the
political process. Decisions regarding voting, volunteering time and
contributing money to political candidates are, of course, personal. You cannot
use our Company's funds, time, equipment or facilities in furtherance of
personal political activities. This means you cannot use Company computers,
copiers or other assets in your personal political activities. You also may not
solicit friends at work for funds in support of your preferred candidate, nor
can you distribute campaign materials in Company stores, other facilities or
offices. In essence, your political involvement must be completely separate from
our Company in every way - on your own time, at your own expense and away from
your office.

Political candidates may not be invited or permitted to distribute materials or
solicit support on Company property without the prior approval of our Vice
President of Government Relations, since to do so could be in violation of our
solicitation-distribution policy.

The associates and shareholders of our Company support and maintain a political
action committee ("PAC") identified and registered as "The Sunbelt Good
Government Committee of Winn-Dixie Stores, Inc." Sunbelt was organized to seek
and support candidates for political office who understand and support the
principles of the free enterprise system, fiscal responsibility and oppose
government bureaucracy and restrictions on individuals and businesses.
Associates may occasionally receive information from Sunbelt and a request to
donate money to help support the PAC. Associates are neither rewarded for
contributing, nor penalized for not doing so.

     Proprietary Information

To be successful, our Company must be able to maintain the confidentiality of
proprietary information relating to our financial results, marketing plans,
plans for future store sites, product procurement, information technology plans
and business strategies. As a general rule, you should assume all information
learned by you during the course of doing your job is confidential unless it is
readily apparent from the public areas of our stores or has been disclosed in a
Company public disclosure document or press release. You should not discuss
Company proprietary information with any third party or any other Company
associate unless that person has a need to know the information to do their job.
Company proprietary information should never be shared with competitors or
others not working on behalf of our Company. And it should never be the subject



of idle conversation. Just as we seek to protect our proprietary information, we
at all times respect the proprietary information of others. You should never
seek to improperly access proprietary information of a competitor. For more
information on proprietary information and our related policies, you should
review our Data Usage, Security and Privacy Policy.

     Using Company Assets for Personal Benefit

Company assets are provided to us to further Company business interests. You
should never use Company assets for your personal reasons. If you want to use
Company assets in support of your charitable or civic work, including doing that
work from your office during lunch and other breaks, you should first obtain the
approval of your manager. Many of us are issued corporate credit cards. These
credit cards are for business charges only and should not, in any circumstance,
be used for personal charges, even if you plan to reimburse the Company.

Our internal communication systems, such as the phones, e-mail and paging
systems are primarily for business use. You may, however, make limited personal
use of these systems as long as it does not affect your job performance, disrupt
others or result in any additional billing or direct cost to our Company. Of
course, your use of these systems must be consistent with all Company policies,
including those expressed elsewhere in this Code of Conduct. You should remember
that personal privacy is not provided for on these communications systems, and
you should have no expectation for your personal privacy.

WORK ENVIRONMENT

Policy

We will at all times maintain a safe and healthy work environment in which all
of our associates have an equal opportunity to succeed. All of us deserve to be
treated with respect and dignity in our workplace.

Common Issues

The following are common issues associated with maintaining a safe and healthy
work environment and our requirements for handling the issue.

     Equal Opportunity and Respect

Our people are among our most important assets. We must value the unique
contributions each of us brings to the workplace and consider our different
perspectives as an important part of our ability to meet our mission of being
the best supermarket in every neighborhood in which we operate. Our business
interests are best served when we listen to each other and make use of our
diverse talents.



We are committed to a policy of equal employment opportunity for all individuals
and will not discriminate against any associate or applicant with regards to
race, color, religion, gender, age, national origin, disability or any
characteristic protected by applicable law.

You should be treated with respect and dignity in your work environment. This
means a workplace free of harassment and discrimination. Conduct that degrades
or shows hostility towards an individual is unacceptable and will not be
tolerated. Unacceptable conduct includes, but is not limited to, physical or
verbal abuse; slurs; stereotyping; threats; intimidation; insults; ridicule;
vulgarity; intolerance; harassment; discrimination; sexually explicit humor,
conversations or behavior; epithets; unwelcome touching or invasion of personal
space; unwelcome sexual advances; derogatory, suggestive or obscene written or
graphic materials; and insensitivity to the beliefs and customs of others.

Additional information on our policies in this regard is contained in our Labor
and Employment Policy.

     Drug-Free Workplace

Alcohol and drugs impair our ability to think appropriately and may lead to
situations that can endanger us and others. Therefore, maintaining a drug- and
alcohol-free workplace contributes to the creation of a safe work environment.
Consistent with our commitment to promote a safe work environment, we have
developed a drug testing policy for detecting and measuring the impact that
drugs have in our workplace. Each of us must agree to abide by the Company's
Substance Abuse and Testing Policy as a condition of employment. The use, sale,
transfer or possession of alcohol, illegal drugs, illegally used prescriptions
or controlled substances while on the job or on Company property or in Company
vehicles is prohibited. Drinking alcohol during non-business hours in connection
with business-related entertaining is the only exception to this policy. Alcohol
consumption must be moderate and your decorum must at all times meet appropriate
standards, such that your conduct at all times reflects favorably upon our
Company and its business interests. For more information relating to a drug free
workplace, please refer to our Labor and Employment policy.

     Associate and Customer Safety

The health and safety of our associates, customers and the public is of utmost
importance to us. Our Company has developed comprehensive health and safety
programs and work processes designed to promote safe workplaces. We comply with
applicable industry safety regulations, including those issued by OSHA, FDA and
other federal and state regulatory agencies. Each one of us has a responsibility
to maintain safe work practices and conditions in everything we do. Additional
information on our safety standards and policies is contained in our Safety
Policy.



     Workplace Safety

All of our facilities have established safety procedures to provide for the
safety of our associates, which may include locking doors, security guards,
access cards and other processes. Each of us must comply with all of these
procedures at all times. Keys to locks and building access cards are provided to
you individually. They may not under any circumstances be shared with family
members or others. To do so may endanger the safety of yourself and your fellow
associates

To further ensure the safety of our associates, set procedures are in place for
the handling of monies in our stores and facilities, which may include safes
being locked at all times, daily deposit procedures to reduce cash exposure and
password-only access for money orders and money wires. An associate and manager
must both be involved in the handling of ATMs, vending machines, safe counts,
armored car receipts and deposit preparations. In addition, each cashier is
assigned a password and till sign-on and should not share his or her information
with any co-worker or other person. As a cashier, an associate may not run any
till other than the one assigned to them.

To enhance the safety of all of us, we maintain a policy prohibiting any
associate from carrying a firearm or other weapon while engaged in Company
business or on Company property. This means you may not under any circumstances
bring a firearm or other weapon onto Company property, including your store,
other facility or parking lot.

OUR COMPLIANCE POLICIES

We maintain compliance policies to establish our expectations for complying with
legal requirements and appropriately managing business risks. The key to
preventing, detecting and responding to issues is being able to identify right
from wrong, involving the appropriate partners, and reporting any issues or
concerns. These policies were written to provide you with the general
information needed to help us meet our legal and ethical obligations.

In addition to this Code of Conduct, there are seven additional compliance
policies. These additional policies are summarized below. While the summaries
provide a brief understanding of what each policy covers, they do not provide
the detailed expectations and guidelines set forth in the complete policies. We
encourage you to read the complete versions of these policies. These policies
and procedures are designed to protect you and the Company from wrongdoing. Each
of us is responsible for acting in accordance with Company policies and
procedures. You may access the complete versions of all the compliance policies
on our Intranet site at http://info/. If you do not have access to a computer,
you can obtain copies by calling our corporate office in Jacksonville at
904-783-5000 and asking for the Compliance Department.



     Advertising and Labeling Policy

We are committed to using accurate advertising in all media that, when
applicable, clearly state the features and prices for all products found in our
retail stores. We aim to always represent products, services and promotions to
the public in a fair and accurate manner. We treat our competitors with fairness
and respect and expect to be treated in the same fashion. We are equally
committed to labeling all the products we sell in accordance with federal and
state requirements so that our shoppers can make informed purchasing decisions.

The policy covers the following principal areas:

     .    Advertising & Promotional Activity. Our print and broadcast
          advertising allows us to communicate directly with our customers. Our
          advertising informs them about our products and services in an
          accurate, fair and timely manner to allow them to make informed
          decisions. Each statement we make is a promise to our customers and
          our policy is to keep those promises.

     .    Product Labeling. Labeling is a form of advertising. The law often
          imposes mandatory disclosures on labels depending upon the category of
          product, e.g. foods, cosmetics or general merchandise. The
          manufacturer is responsible for assuring that the product label is
          legally sufficient. The Company will follow federal and state
          requirements to assure that all products we sell are correctly
          labeled.

     Antitrust Policy

We are committed to the fundamental policy goals embodied in the federal and
state antitrust laws. Compliance with these laws helps us to preserve fair,
honest and vigorous competition. In committing to free and open competition, we
prohibit contracts, combinations and other agreements in restraint of trade,
monopolization and other unfair methods of competition. Violations of these laws
can result in severe penalties for Winn-Dixie, including monetary fines, legal
penalties for Company associates, officers and directors, as well as damage to
our reputation.

Under antitrust laws, certain business actions are considered illegal and
therefore there is no justification to ever engage in this type of conduct.
There are other practices that may be legal in some circumstances and illegal in
others. This is why it is important to understand Company policy and applicable
laws. If you have questions regarding whether a situation has antitrust
implications, or if a particular action is appropriate, you should contact the
Legal Department before taking action.



The policy covers the following principal areas:

     .    Dealing With Competitors. We conduct our business, including setting
          prices, independently of our competitors. For purposes of this policy,
          competitors means all retailers selling the same or similar products
          as those sold by Winn-Dixie, including supercenters, discount
          department stores, convenience stores, dollar stores, small-scale
          grocers and drug stores.

     .    Dealing With Vendors. We deal with our vendors in a manner that
          ensures fair competition. For purposes of this policy, vendors include
          suppliers, distributors, wholesalers and diverters that sell products
          or services to Winn-Dixie, brokers or agents that represent one or
          more suppliers, distributors, wholesalers or diverters. A vendor also
          includes an organization that enters into an agreement with Winn-Dixie
          to pay for merchandise sold to customers, i.e., a third party payor
          under a health insurance plan covering customers of Winn-Dixie.

     Data Usage, Security and Privacy Policy

Winn-Dixie's assets consist of more than its equipment, buildings, real estate
and other physical property. Our assets also include valuable "proprietary
information" and "intellectual property." Examples of proprietary information
include our payroll, Customer Reward Card data and information obtained from
external consultants. Examples of intellectual property include the
copyrightable text in advertising, the trademarks that identify our house-brand
products and the patentable/copyrightable computer software we use.

This policy contains our Company policies regarding our use and handling of
proprietary information and intellectual property and provides you with an
understanding of the various rights of Winn-Dixie, our vendors and our customers
in these assets. It is our policy to maintain the security and privacy of
associate and customer health information and associate employment information,
as well as to respect the proprietary and intellectual property rights of
others, including our competitors.

Three important points should be kept in mind with regard to the proprietary
information and intellectual property: (1) much of this information and property
will remain valuable only if it remains confidential and unknown to our
competitors, (2) Winn-Dixie's proprietary information and intellectual property
assets are a mix of assets that are owned by us and assets that are licensed or
otherwise obtained from third-parties (often with restrictions on how we may use
them), and (3) information and data that Winn-Dixie owns or rightfully possesses
may be subject to privacy or other personal rights of third - parties.



The policy covers the following principal areas:

     .    Personal Information Privacy. We are dedicated to maintaining the
          privacy of personal information we hold regarding our associates,
          customers and other persons who do business or otherwise have a
          relationship with us. Our privacy policies protect personal
          information beyond the minimum requirements of the law. We do this
          because it is good business, and more fundamentally, the right thing
          to.

     .    Security of Company Information Assets. The information collected in
          the normal course of business provides Winn-Dixie with significant
          competitive value and requires protection so that this value can be
          maintained. Associates need access to information with the confidence
          that the underlying data has not been maliciously or inadvertently
          modified or destroyed. Therefore, we implement and monitor sound
          business practices that require our associates, partners and
          contractors to be aware of their responsibility to protect these
          assets.

     .    Intellectual Property Rights of Others. We cannot responsibly ask
          others to respect Winn-Dixie's intellectual property rights unless we
          extend the highest level of respect to their intellectual property
          rights as well. We maintain policies to ensure that we do not violate
          or infringe upon the intellectual property rights of our competitors
          or of any other person or entity.

     Disclosure and Financial Controls Policy

Our reputation for integrity and continued business success are dependent on our
ability to maintain proper financial and disclosure controls and to comply fully
with all federal securities laws and other laws and regulations relating to
proper corporate governance.

We are committed to maintaining accurate and reasonably detailed records that
fairly reflect our Company's transactions and financial results, and to
establishing and maintaining an effective system of internal financial controls.
Our financial statements must be prepared in accordance with generally accepted
accounting principles ("GAAP") and all New York Stock Exchange ("NYSE") and
Securities and Exchange Commission ("SEC") rules relating to oversight of
financial statements. We also seek to ensure that Company management is aware on
a timely basis of all material information relating to our Company and the
conduct of our business so that we can communicate information about our Company
in a consistent manner that gives all investors fair access to information on a
timely basis. Our public disclosures are designed to ensure that we disclose
material information relating to our Company as required by federal law, SEC
regulations and NYSE requirements, doing so in a clear and easily understandable
manner. We also maintain policies designed to ensure that our Company and all of
our



associates comply at all times with federal laws relating to the purchase and
sale of our common stock and bonds ("securities").

The policy covers the following principal areas:

     .    Financial Controls and Financial Reporting. Our financial controls are
          designed to enhance our ability to accurately record, process,
          summarize and report financial data relating to our business. These
          controls relate to all aspects of our business that materially impact
          financial reporting, including store, distribution center,
          manufacturing and corporate office operations. A proper system of
          internal financial controls helps to ensure that material information
          relating to our Company is made known to Company management on a
          timely basis and that our financial statements are prepared in
          accordance with GAAP and fairly present the results of operations and
          financial condition of our Company.

     .    Disclosure Controls. Our disclosure controls are designed to ensure
          that Company management is aware of all material information relating
          to our business and that we communicate this information as required
          by law on a timely basis that enhances the ability of our investors
          and other interested constituencies to clearly understand material
          aspects of the conduct of our business, results of our operations and
          our financial condition. To guide our disclosure policy and practices,
          we maintain a disclosure committee that meets regularly to review all
          aspects of disclosure and internal controls and to review all SEC
          filings and other material public announcements of our Company.

     .    Insider Trading. Federal securities laws are designed to ensure the
          investing public of the integrity of the financial markets. As a
          public company, the "insider trading laws" prohibit anyone, including
          any of our associates, from trading in our securities when in
          possession of important information about our Company that is not
          available to the public. Our insider trading policy requires all
          officers and other associates designated by their supervisor to follow
          specified procedures when they engage in transactions involving our
          securities.

     .    Fair Disclosure. SEC regulations require that all investors have fair
          access to accurate information relating to our Company. Only
          authorized spokespersons may speak on our Company's behalf with
          members of the investment and financial community. Our policies and
          practices are designed to avoid "selective disclosure" to analysts or
          investors and to ensure that all public communications about our
          Company are accurate, timely, widely distributed so that all investors
          have fair access to the information and meet all legal requirements.



     Environmental Management and Property Development Policy

Because Winn-Dixie has a strong regard for the environment, we strive to conduct
our business in a manner that protects the physical environment, our associates
and the general public. To accomplish our goals, we comply with federal and
state environmental laws and regulations and develop and implement internal
compliance programs.

In the operation of our business, we often lease and sometimes purchase real
estate. We thoroughly investigate the real property that the Company proposes to
lease or acquire by utilizing due diligence protocols, including but not limited
to environmental assessments, for each transaction.

The policy covers the following principal areas:

     .    Chemicals and Hazardous Materials. Selling and storing chemicals in
          our stores and other facilities is a part of standard operations in
          our business. It is important to us to comply with applicable laws
          relating to chemicals and hazardous materials. We develop and maintain
          programs to ensure chemicals and hazardous materials are managed in
          accordance with federal, state and local regulations and laws.
          Associates are trained and provided information on workplace chemicals
          to identify the risks, proper handling, labeling and storage and
          disposal requirements. We maintain programs and controls in our
          efforts to comply with environmental record-keeping and reporting
          requirements.

          Training requirements vary depending on factors such as site type
          (retail or industrial), refrigeration type (i.e., ammonia) and job
          responsibilities. At a minimum, associates working in areas where
          chemicals are used or stored receive Best Safety Practices ("BSP")
          Hazard Communications Training. Associates responsible for more
          extensive chemical and waste handling receive training from the
          Chemicals and Waste Management Program (industrial), Spill Prevention
          Control and Countermeasure Plans ("SPCCs") and Storm Water Management
          Training.

     .    Handling, Transportation and Storage. We are committed to handling and
          transporting chemicals and hazardous materials in a safe manner. We
          require compliance with applicable federal and state regulations
          related to over the road transportation of hazardous materials. We
          have emergency response services available for transportation
          incidents. On-site chemicals and hazardous materials are stored in
          containers and in areas designed to protect our associates and the
          environment from accidental releases.

     .    Process Management. We are committed to designing, operating and
          maintaining refrigeration systems and other processes that contain
          hazardous materials in accordance with federal and state regulations.



          Appropriate associates are trained and certified to properly operate
          the processes and respond to potential emergencies associated with the
          operations.

     .    Waste Minimization and Disposal. We develop and implement pollution
          prevention and waste minimization programs to reduce the disposal
          volume of spent chemicals and other materials. Recycling and reclaim
          programs are used to reduce the volume of waste streams leaving our
          facilities. Disposal of chemicals and trash are done in compliance
          with federal, state and local solid and hazardous waste regulations.
          All waste transportation, storage and disposal services are reviewed
          by the Environmental and Safety Department to ensure the operations
          are in compliance with federal and state laws and regulations.

     .    Property Development. We strive to thoroughly investigate and review
          all aspects of the real property that is proposed for lease and
          acquisition to ensure the Company is knowledgeable about conditions
          and able to use it for the intended purpose.

     Labor and Employment Policy

We are committed to customer satisfaction by well-trained, dedicated associates.
Treating our associates with the same respect, professionalism and courtesy as
our customers is a key to accomplishing this goal. We are committed to a policy
of equal employment opportunity for all individuals without regard to race,
color, religion, sex, age, national origin or disability. To best protect the
equal opportunities of our associates, we comply with all civil rights laws and
the legal requirements that those laws impose.

We strive to select, develop and retain the best associates in the retail
industry and will continue to help our associates exemplify Company values, such
as:

     .    Respecting all people by working together, practicing civil treatment
          guidelines and recognizing, appreciating and managing diversity in the
          workplace.

     .    Doing the right thing by making sure all applicable state and federal
          fair employment laws and regulations are consistently enforced.

     .    Taking care of our people by providing programs such as the Associate
          Action Line and Employee Assistance Program.

Each of us must be knowledgeable about our Company's policies and procedures.
You have an obligation to report violations or potential violations of legal or
Company policy requirements to appropriate members of management and to seek
guidance if you are not sure how to handle a situation. Managers have a
responsibility to respond in an appropriate and effective manner to those



issues reported to them. All of management shares this responsibility and
pledges to appropriately address issues that are raised.

The policy covers the following principal areas:

     .    Fair Employment Policy. Our policy is to provide equal employment
          opportunity to all associates. Additionally, we are committed to
          selecting, developing and retaining the best associates to ensure a
          competitive advantage in the marketplace. We strive to maintain a work
          environment free of harassment. Our harassment policy statement
          clearly defines what behaviors are considered harassment and what to
          do if you need to report an incident or concern. We are subject to a
          court-ordered Consent Decree regarding certain employment practices
          relating to African American and female retail associates.

          We believe in providing opportunities to and hiring the most qualified
          candidate for each position. Therefore, we maintain our Job Posting
          Procedure and Job Request System, which is designed to assist managers
          in selecting the most qualified applicants for vacancies and to allow
          all qualified associates to apply for vacancies or express their
          interest in a particular job.

     .    Associate Relations: If you are uncomfortable discussing something
          with your manager, we maintain several avenues for you to voice your
          concerns. One of these avenues is our toll-free Associate Action Line.
          You have the choice to remain anonymous and all information is
          confidential. The hotline number is 1-800-338-2327.

          We prohibit violence of any form in the workplace. We also maintain a
          Concealed Weapons Policy prohibiting any weapons on any Company
          property. We have established Rules of Conduct and Constructive
          Discipline Programs designed to ensure that discipline is fair and
          consistent.

     Safety Policy

Our policy is to comply with all laws relating to food safety and the safety of
our facilities. Our goal is to create and maintain a shopping and working
environment that is free of safety risks. Each one of us is accountable for the
safety of our customers and other associates and should always work diligently
to promote and support safety efforts. We strive to offer safe products and
maintain a safe environment in our stores and in our industrial locations. We
seek to protect our Company's shoppers, associates and reputation and enhance
our ability to achieve our business goals.



The policy covers the following principal areas:

     .    Retail Food Safety. Consistent with our commitment to safety, our
          retail food safety policies, procedures and practices are designed to
          ensure that all food products sold by Winn-Dixie are safe and
          wholesome.

     .    Manufacturing Food Safety. Our manufacturing food safety policies,
          procedures and practices are designed to ensure that all food products
          manufactured by Winn-Dixie are safe. Our manufacturing policies and
          procedures are designed to follow FDA and USDA Good Manufacturing
          Practices ("GMP's") to ensure that all food has been manufactured,
          stored and transported in such a way as to reduce or eliminate product
          adulteration.

     .    Pharmacy Operations. Our goal is to monitor and control our drug
          dispensing operations to ensure that all of our pharmacy customers
          receive the correct medication and that our customers receive
          appropriate information to use the medication correctly.

     .    Safety of our Customers and Associates. We strive to maintain our
          stores and all industrial locations in a manner to provide a workplace
          free from recognized hazards so we can provide surroundings that are
          both healthy and hazard-free to both our customers and our associates.

EX-14.2

                                                                    EXHIBIT 14.2


                                 Code of Ethics
                   for Senior Executive and Financial Officers
                           of Winn-Dixie Stores, Inc.

I.   General

It is the policy of Winn-Dixie Stores, Inc. (the "Company") to comply strictly
with all laws governing its operations and to conduct its affairs in keeping
with Company policy, reflecting a commitment to the highest ethical standards.
This policy is described in the Company's policy, reflecting a commitment to
Code of Conduct (the "Code of Conduct"), as amended from time to time, which is
applicable to all Associates. Senior executive and financial officers hold an
important and elevated role in complying with the Code of Conduct in their own
activities and in their commitment to (i) honest and ethical conduct, (ii) full,
fair, accurate, timely and understandable disclosure in the Company's public
communications, and (iii) compliance with applicable governmental rules and
regulations. Accordingly, the Company has adopted this Code of Ethics for its
Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and
Treasurer (the "Senior Executive and Financial Officers"). The principles and
standards set forth in this Code of Ethics shall supplement the Company's Code
of Conduct, and the Senior Executive and Financial Officers must comply with
both this Code of Ethics and that Code of Conduct. This Code of Ethics shall be
approved annually by the Corporate Governance Committee of the Board of
Directors and filed with the Securities and Exchange Commission (the "SEC") as
an exhibit to the Company's Annual Report on Form 10-K.

II.  Honest and Ethical Conduct

Senior Executive and Financial Officers will exhibit and promote the highest
standards of honest and ethical conduct, including through adherence to the
following policies and procedures:

     . Avoid conflicts of interest. The Company's Code of Conduct requires that
       all Associates avoid any activity or association that creates or appears
       to create a conflict between the Associate's personal interests and the
       Company's business interests. The Code of Conduct includes definitions of
       conflict-of-interest situations, and imposes requirements for the
       avoidance of conflicts of interest by all Company Associates. The Code of
       Conduct also requires each Senior Vice President to establish and
       interpret specific policies and procedures regarding conflicts of
       interest necessary to assure that each function reporting to such Senior
       Vice President complies with this policy. In addition to their compliance
       with all applicable provisions of the Code of Conduct, the Senior
       Executive and Financial Officers shall (a) engage in only honest and
       ethical conduct, including the ethical handling of actual or apparent
       conflicts of interest between personal and professional relationships;
       and (b) avoid conflicts of interest, including making disclosure to the
       Company's Executive Committee of any material transaction or relationship
       that reasonably could be expected to give rise to such a conflict.



     . Inform the Director of Compliance of (a) deviations in practice from
       policies and procedures governing honest and ethical behavior or (b) any
       material transaction or relationship that could reasonably be expected to
       create a conflict of interest.

     . Demonstrate personal support for the policies and procedures set forth in
       this Code of Ethics through periodic communications reinforcing these
       principles and standards throughout the Company.

     . Respect the confidentiality of information acquired in performance of
       one's responsibilities and avoid use of confidential information for
       personal advantage.

III.   Financial Records and Periodic Reports

As a public company, the Company is committed to full, fair, accurate, timely
and understandable disclosure in reports and documents that it files with, or
submits to, the SEC and in other public communications made by the Company. In
support of this commitment, the Company has, among other measures, (a) designed
and implemented disclosure controls and procedures (within the meaning of
applicable SEC rules); (b) established a Disclosure Committee, which includes
and imposes duties on each of the Senior Executive and Financial Officers; and
(c) set forth requirements relating to the maintenance of accurate and complete
records, the prohibition of false, misleading or artificial entries on its books
and records, and the full and complete documentation and recording of
transactions in the Company's accounting records. In addition to performing
their duties and responsibilities under these requirements, each of the Senior
Executive and Financial Officers will establish and manage the Company's
reporting systems and procedures with due care and diligence to ensure that:

     . Reports filed with or submitted to the SEC and other public
       communications contain information that is full, fair, accurate, timely
       and understandable and do not misrepresent or omit material facts.

     . Business transactions are properly authorized and completely and
       accurately recorded on the Company's books and records in accordance with
       generally accepted accounting principles and the Company's established
       financial policies.

     . Retention or disposal of Company records is in accordance with
       established Company policies and applicable legal and regulatory
       requirements.

IV.    Compliance with Applicable Laws, Rules and Regulations

As set forth in the Code of Conduct, it is the policy of the Company to comply
strictly with all laws governing its operations and to conduct its affairs in
keeping with the highest moral, legal and ethical standards. Accordingly, the
Senior Executive and Financial Officers will comply with all applicable
governmental laws, rules and regulations, and will establish and maintain
mechanisms to:

                                       2



     . Monitor compliance of the Company's finance organization and other key
       employees with all applicable federal, state and local statutes, rules,
       regulations and administrative procedures.

     . Identify, report and correct in a swift and certain manner any detected
       deviations from applicable federal, state and local statutes, rules,
       regulations and administrative procedures.

V.     Compliance with Code of Ethics

The Senior Executive and Financial Officers shall acknowledge and certify their
ongoing compliance with this Code of Ethics annually and file a copy of such
certification with the Director of Compliance and the Corporate Governance
Committee of the Board of Directors. This Code of Ethics will be published with
the Code of Conduct and made available to all Associates, and any Associate
should promptly report any violation of this Code of Ethics to the Director of
Compliance. Under the Code of Conduct, any infraction of the Code of Conduct
will subject an Associate to disciplinary action that may include reprimand,
demotion or dismissal, depending on the seriousness of the offense. The Company
shall take appropriate action with respect to the failure of any Senior
Executive or Financial Officer to comply with this Code of Ethics, which may
include any of these sanctions.

                                       3

EX-21.1

                                                                    Exhibit 21.1

                             WINN-DIXIE STORES, INC.

                           SUBSIDIARIES OF REGISTRANT

     The Registrant (Winn-Dixie Stores, Inc.) has no parents.

     The following list includes all of the subsidiaries of the Registrant as of
June 25, 2003 except ten wholly-owned inactive domestic subsidiaries of the
Registrant and/or its subsidiaries.

     All of the subsidiaries listed below are included in the Consolidated
Financial Statements. The Consolidated Financial Statements also include the ten
presently inactive domestic subsidiaries mentioned above.

     Each of the following subsidiaries is owned by the Registrant except that
three subsidiaries, the names of which are indented, are owned by the subsidiary
named immediately above each indentation. All subsidiaries are wholly-owned
except for Bahamas Supermarkets Limited, which is owned approximately 78% by W-D
(Bahamas) Limited.

                  Subsidiary                        State of Incorporation

         Astor Products, Inc.                              Florida
         Crackin' Good, Inc.                               Florida
         Deep South Products, Inc.                         Florida
         Dixie Packers, Inc.                               Florida
         Economy Wholesale Distributors, Inc.              Florida
         Save Rite Grocery Warehouse, Inc.                 Florida
         Superior Food Company                             Florida
         W-D (Bahamas) Limited                             Bahama Islands
           Bahamas Supermarkets Limited                    Bahama Islands
             The City Meat Markets Limited                 Bahama Islands
         Winn-Dixie Charlotte, Inc.                        Florida
         Winn-Dixie Logistics, Inc.                        Florida
         Winn-Dixie Louisiana, Inc.                        Florida
           Dixie Spirits, Inc.                             Mississippi
         Winn-Dixie Montgomery, Inc.                       Florida
         Winn-Dixie Procurement, Inc.                      Florida
         Winn-Dixie Raleigh, Inc.                          Florida
         Winn-Dixie Supermarkets, Inc.                     Florida

EX-23.1

                                                                    Exhibit 23.1

                          INDEPENDENT AUDITORS' CONSENT

The Shareholders and the Board of Directors
Winn-Dixie Stores, Inc.:

We consent to the incorporation by reference in the Registration Statement No.
333-52874 on Form S-3 and Nos. 33-42278, 33-50039 and 333-105779 on Form S-8 of
Winn-Dixie Stores, Inc. of our reports dated August 6, 2003, relating to the
consolidated balance sheets of Winn-Dixie Stores Inc. and subsidiaries as of
June 25, 2003 and June 26, 2002 and the related consolidated statements of
operations, shareholders' equity, and cash flows and related consolidated
financial statement schedule for each of the years ended June 25, 2003, June 26,
2002 and June 27, 2001, which reports appear in the June 25, 2003 Annual Report
on Form 10-K of Winn-Dixie Stores, Inc.

                                                                        KPMG LLP


Jacksonville, Florida
August 6, 2003

EX-31.1

                                                                    Exhibit 31.1

                                 CERTIFICATIONS

I, Frank Lazaran, certify that:

1.   I have reviewed this Annual Report on Form 10-K of Winn-Dixie Stores, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
     (portions of this introductory paragraph have been omitted pursuant to SEC
     Release No. 33-8238)

     a)  Designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this report is being prepared;

     b)  (Paragraph omitted pursuant to SEC Release No. 33-8238)

     c)  Evaluated the effectiveness of the registrant's disclosure controls and
         procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures as of the end
         of the period covered by this report based on such evaluation; and

     d)  Disclosed in this report any change in the registrant's internal
         control over financial reporting that occurred during the registrant's
         fourth fiscal quarter that has materially affected, or is reasonably
         likely to materially affect, the registrant's internal control over
         financial reporting; and

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)  All significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and

     b)  Any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         control over financial reporting.

Date: August 7, 2003

By: /s/Frank Lazaran
    -----------------
    Frank Lazaran
    President and Chief Executive Officer

EX-31.2

                                                                    Exhibit 31.2

                                 CERTIFICATIONS

I, Richard P. McCook, certify that:

1.  I have reviewed this Annual Report on Form 10-K of Winn-Dixie Stores, Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of
    a material fact or omit to state a material fact necessary to make the
    statements made, in light of the circumstances under which such statements
    were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this report, fairly present in all material respects
    the financial condition, results of operations and cash flows of the
    registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer and I are responsible for
    establishing and maintaining disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
    (portions of this introductory paragraph have been omitted pursuant to SEC
    Release No. 33-8238)

    a)   Designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this report is being prepared;

    b)   (Paragraph omitted pursuant to SEC Release No. 33-8238)

    c)   Evaluated the effectiveness of the registrant's disclosure controls and
         procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures as of the end
         of the period covered by this report based on such evaluation; and

    d)   Disclosed in this report any change in the registrant's internal
         control over financial reporting that occurred during the registrant's
         fourth fiscal quarter that has materially affected, or is reasonably
         likely to materially affect, the registrant's internal control over
         financial reporting; and

5.  The registrant's other certifying officer and I have disclosed, based on
    our most recent evaluation of internal control over financial reporting, to
    the registrant's auditors and the audit committee of the registrant's board
    of directors (or persons performing the equivalent functions):

    a)   All significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and

    b)   Any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         control over financial reporting.

Date: August 7, 2003

By: /s/Richard P. McCook
    ---------------------
    Richard P. McCook
    Senior Vice President and Chief Financial Officer

EX-32.1

                                                                    Exhibit 32.1

                Written Statement of the Chief Executive Officer
                       Pursuant to 18 U.S.C. Section 1350

Solely for the purposes of complying with 18 U.S.C. Section 1350, I, the
undersigned President and Chief Executive Officer of Winn-Dixie Stores, Inc.
(the "Company"), hereby certify, based on my knowledge, that the Annual Report
on Form 10-K of the Company for the year ended June 25, 2003 (the "Report")
fully complies with the requirements of Section 13(a) of the Securities Exchange
Act of 1934 and that information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

/s/ Frank Lazaran
- -----------------------
    Frank Lazaran

    August 7, 2003



A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to Winn-Dixie and will be retained by
Winn-Dixie and furnished to the Securities and Exchange Commission or its staff
upon request.

EX-32.2

                                                                    Exhibit 32.2

                Written Statement of the Chief Financial Officer
                       Pursuant to 18 U.S.C. Section 1350

Solely for the purposes of complying with 18 U.S.C. Section 1350, I, the
undersigned Senior Vice President and Chief Financial Officer of Winn-Dixie
Stores, Inc. (the "Company"), hereby certify, based on my knowledge, that the
Annual Report on Form 10-K of the Company for the year ended June 25, 2003 (the
"Report") fully complies with the requirements of Section 13(a) of the
Securities Exchange Act of 1934 and that information contained in the Report
fairly presents, in all material respects, the financial condition and results
of operations of the Company.

/s/ Richard P. McCook
- --------------------------
    Richard P. McCook

    August 7, 2003



A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to Winn-Dixie and will be retained by
Winn-Dixie and furnished to the Securities and Exchange Commission or its staff
upon request.