S-8

                                                     Registration No. xx-xxxx

               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                FORM S-8
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         Eagle Food Centers, Inc.
        (Exact name of registrant as specified in its charter)
	
                   Delaware						   		        36-3548019
      (State or other jurisdiction of        (IRS Employer
       incorporation or organization)						Identification No.)

        Rt. 67 & Knoxville Rd., Milan, IL					   61264
    (Address of Principal Executive Offices)					(Zip Code)

   Eagle Food Centers, Inc. 401(k) Plan For Collectively Bargained Employees
                         (Full title of the plan)
 
     Herbert T. Dotterer, Rt. 67 & Knoxville Rd., Milan, IL  61264
                (Name and address of agent for service)
                             (309) 787-7730
       (Telephone number, including area code, of agent for service)

Copy to:
      David B. VanSickel, 666 Walnut, Suite 2500, Des Moines, Iowa  50309
                           (Name and address)
                            (515) 288-2500
                           (Telephone number)

Calculation of Registration Fee


                                       Proposed          Proposed       Amount of
Title of securities  Amount to be  maximum offering  maximum aggregate  registration
to be registered      registered   price per share   offering price       fee
                                                              
Common Stock,         1,000,000       $4.00(1)         $4,000,000        $1,212.12
$.01 par value          shares
per share

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herin.

(1)	Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act based on the last sale
price of the Common Stock on January 24, 1997.



PART II


INFORMATION REQUIRED IN THE REGISTRATION 
STATEMENT

Item 3.  Incorporation of Documents by Reference.

	The documents listed in (a) through (c) below are incorporated by 
reference in the registration statement; all documents subsequently filed by 
the registrant or the Eagle Food Center, Inc. 401(k) Plan For Collectively 
Bargained Employees (the "Plan") pursuant to Sections 13(a), 13(c), 14 and 
15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold 
or which deregisters all securities then remaining unsold, shall be deemed to 
be incorporated by reference in the registration statement and to be part 
thereof from the date of filing of such documents.

	(a)	The registrant's annual report on Form 10K for the fiscal year 
ended February 3, 1996 filed pursuant to Section 13(a) of the Exchange Act. 

	(b)	The registrant's quarterly reports on Form 10Q for the first, 
second and third quarters for the fiscal year ending February 1, 1997 filed 
pursuant to Section 13(a) of  the Exchange Act..  The registrant has not filed 
any other reports pursuant to Section 13(a) or 15(d) of the Exchange Act 
since the end of the fiscal year covered by the registrant documents referred 
to in (a) above.

	(c)	The description of common stock contained in the registration 
statement filed with the Commission on Form 8-A under Section 12 of the 
Exchange Act, on July 14, 1989.

Item 4.  Description of Securities.

	Refer to response to Item 3(c) above.

Item 5.  Interests of Named Experts and Counsel.

	None.

Item 6.  Indemnification of Directors and Officers.

	Section 145 of the General Corporation Law of the State of Delaware 
provides that a corporation has the power to indemnify a director, officer, 
employee or agent of the corporation and certain other persons serving at the 
request of the corporation in related capacities against amounts paid and 
expenses incurred in connection with an action or proceeding to which he is 
or is threatened to be made a party by reason of such position, if such person 
shall have 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, in any criminal 
proceeding, if such person had no reasonable cause to believe his conduct 
was unlawful, provided that, in the case of actions brought by or in the right 
of the corporation, no indemnification shall be made with respect to any 
matter as to which such person shall have been adjudged to be liable to the 
corporation unless and only to the extent that the adjudicating court 
determines that such indemnification is proper under the circumstances.  The 
Company's Certificate of Incorporation provides that the Company shall 
indemnify its directors and officers to the fullest extent permitted by the 
Delaware General Corporation Law.

	The Company's Certificate of Incorporation also provides that no 
director shall be liable to the Company or its stockholders for monetary 
damages for breach of his fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the Company or its 
stockholders, (ii) for acts or omissions not in good faith or which involve 
intentional misconduct or a knowing violation of law, (iii) under Section 174 
of the Delaware General Corporation Law or (iv) for any transaction in which 
the director derived an improper personal benefit.

	The Bylaws of the Company contain provisions to the effect that each 
director, officer and employee of the Company shall be indemnified by the 
Company against liabilities and expenses in connection with any legal 
proceeding to which he may be made a party or with which he may become 
involved or threatened by reason of having been an officer, director or 
employee of the Company or of any other organization at the request of the 
Company.  The provisions include indemnification with respect to matters 
covered by a settlement.  Any such indemnification shall be made only if the 
Board determines by a majority vote of a quorum consisting of disinterested 
directors (or, if such quorum is not obtainable, or if the Board of Directors 
directs, by independent legal counsel or by stockholders), that 
indemnification is proper in the circumstances because the person seeking 
indemnification has met applicable standards of conduct.  It must be 
determined that the director, officer or employee acted in good faith with the 
reasonable belief that his action was in or not opposed to the best interest of 
the Company, and with respect to any criminal action or proceeding, he had 
no reasonable cause to believe his conduct was unlawful.

	The Company maintains directors' and officers' liability insurance 
under which the Company's directors and officers are insured against loss (as 
defined) as a result of claims brought against them alleging breach of duty, 
neglect, error or misstatement while acting in such capacities.

Item 7.  Exemption from Registration Claimed.

	Not applicable.

Item 8.  Exhibits.

	4.3	Eagle Food Centers, Inc. 401(k) Plan For Collectively Bargained 
Employees.
	
	23.	Consent of Deloitte & Touche LLP.

	The registrant undertakes to submit or has submitted the Plan and any 
amendments thereto to the Internal Revenue Service ("IRS") in a timely 
manner and has made or will make all changes required by the IRS in order to 
qualify the Plan.

Item 9.  Undertakings.

	The undersigned registrant hereby undertakes: 

	(1)	To file, during any period in which offers or sales are being 
made, a post-effective amendment to this registration statement:

		(i)	To include any prospectus required by section 10(a) (3) of 
the Securities Act of 1933;

		(ii)	To reflect in the prospectus any facts or events arising 
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, 
represents a fundamental change in the information set forth in the 
registration statement;

		(iii)	To include any material information with respect to the 
plan of distribution not previously disclosed in the registration statement or 
any material change to such information in the registration statement; 
provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply if 
the information required to be included in a posteffective amendment by 
those paragraphs is contained in periodic reports filed by the registrant 
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 
1934 that are incorporated by reference in the registration statement.

	(2)	That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be deemed 
to be a new registration statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.  

	(3)	To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

	The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of the 
registrant's annual report pursuant to section 13(a) or section 15(d) of the 
Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

	Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling persons of 
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as expressed in the 
Act and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
registrant of expenses incurred or paid by a director, officer or controlling 
person of the registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the registrant will, unless in 
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in the Act and will 
be governed by the final adjudication of such issue.


SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration 
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the Village of Milan, and the State of Illinois, on this
28th day of January, 1997.




Date:      January 28, 1997        REGISTRANT:
                                   EAGLE FOOD CENTERS, INC.

                                   By: \s\	
                                   Robert J. Kelly, President, Chief Executive
                                   Officer and Director

	Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.


Date:      January  28, 1997       Martin J. Rabinowitz
                                   Chairman of the Board and Director

Date:      January  28, 1997       Robert J. Kelly, President, Chief Executive
                                   Officer and Director

Date:      January 28 , 1997       Herbert T. Dotterer
                                   Senior Vice President-Finance and
                                   Chief Financial and Accounting Officer, 
                                   Director and Secretary

Date:      January 28, 1997        Pasquale V. Petitti, Director

Date:      January 28, 1997        Steven M. Friedman, Director

Date:      January 28, 1997        Alain M. Oberrotman, Director

Date:      January 28, 1997        Michael J. Knilans, Director

Date:      January  28, 1997       William J. Snyder, Director

Date:      January 28, 1997        Peter B. Foreman, Director

Date:      January 28, 1997        Marc C. Particelli, Director


	Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois, on 
January 28, 1997.




Date:      January 28, 1997        PLAN:
                                   EAGLE FOOD CENTERS, INC. 401(k) PLAN
                                   FOR COLLECTIVELY BARGAINED 
                                   EMPLOYEES

                                   By:  LASALLE NATIONAL BANK, Trustee
        

                                   By:________________________________
                                      ____________________________


EXHIBIT INDEX



Exhibit                             						Consecutive
                                 									Page Number

4.3 	Eagle Food Centers, Inc. 401(k) Plan
    	For Collectively Bargained Employees			    10


23.	 Consent of Deloitte & Touche LLP				       63

EX-4.3

EXHIBIT 4.3

                       EAGLE FOOD CENTERS, INC.
                          401(k) PLAN FOR 
                   COLLECTIVELY BARGAINED EMPLOYEES





                  Restated Effective October 1, 1996
                     Plan Year Ends December 31



                          Copyright 1996
                    Reinhart, Boerner, Van Deuren,
                     Norris & Rieselbach, s.c.
                        All Rights Reserved.

                      EAGLE FOOD CENTERS, INC.
                          401(k) PLAN FOR 
                   COLLECTIVELY BARGAINED EMPLOYEES

TABLE OF CONTENTS
	Page
ARTICLE 1	THE PLAN, DEFINITIONS AND CONSTRUCTION
	1.1	The Plan	1-1
	1.2	Definitions	1-1
	1.3	Construction	1-8
ARTICLE 2	ELIGIBILITY AND PARTICIPATION
	2.1	Eligible Class of Employees	2-1
	2.2	Conditions of Eligibility	2-1
	2.3	Commencement of Participation	2-1
	2.4	Termination of Participation	2-1
	2.5	Reemployment	2-2
	2.6	Reinstatement of Participation	2-2
ARTICLE 3	CONTRIBUTIONS AND ALLOCATIONS
	3.1	Contribution and Allocation Restrictions	3-1
	3.2	Elective Contributions	3-1
	3.3	Allocation of Forfeitures	3-4
	3.4	Rollovers From Other Employee Benefit Plans	3-4
	3.5	Participant After-Tax Contributions	3-4
	3.6	Determination of Contributions	3-4
	3.7	Time of Payment of Contributions	3-5
	3.8	Return of Contributions	3-5
ARTICLE 4	VALUATION
	4.1	Allocation of Income to Accounts	4-1
	4.2	Valuation and Allocation of Participant Loans	4-1
	4.3	Valuation of Participant's Account 	4-1
	4.4	Valuation of Company Stock	4-1
ARTICLE 5	CONTRIBUTION AND ALLOCATION RESTRICTIONS
	5.1	Maximum Limits on Allocations	5-1
	5.2	Limitations for Defined Benefit and Defined Contribution
		Plans Covering the Same Employee	5-3
	5.3	Actual Deferral Percentage Test	5-4
	5.4	Qualified Nonelective Contributions	5-5
	5.5	Highly Compensated Employee	5-6
ARTICLE 6	VESTING
	6.1	Vesting	6-1
ARTICLE 7	DISTRIBUTIONS
	7.1	Commencement of Retirement Benefits	7-1
	7.2	Method of Payment	7-2
	7.3	Death Benefits	7-4
	7.4	Required Lifetime Distributions	7-4
	7.5	Qualified Domestic Relations Orders	7-6
	7.6	Loans	7-6
	7.7	Hardship Withdrawals - Elective Contributions	7-9
	7.8	Withdrawals At or After Age 59-1/2	7-10
ARTICLE 8	ADMINISTRATION OF THE PLAN
	8.1	Appointment of Separate Administrator	8-1
	8.2	Powers and Duties	8-1
	8.3	Records and Notices	8-3
	8.4	Compensation and Expenses	8-3
	8.5	Limitation of Authority	8-3
	8.6	Voting ofCompany Shares
ARTICLE 9	ADMINISTRATION OF THE TRUST
	9.1	Appointment of Trustee	9-1
	9.2	Authorization for Trust Agreement	9-1
	9.3	Participant Direction of Investment of Account	9-1
	9.4	Funding Policy	9-2
ARTICLE 10	CLAIMS PROCEDURE
	10.1	Application for Benefits	10-1
	10.2	Notice of Denied Claim for Benefits	10-1
	10.3	Review of Denied Claim	10-1
ARTICLE 11	AMENDMENT AND TERMINATION
	11.1	Amendment or Restatement	11-1
	11.2	Termination and Discontinuance of Contributions	11-1
	11.3	Distribution Upon Termination	11-1
	11.4	Merger, Consolidation or Transfer of Assets and Liabilities	11-2
	11.5	Distribution Upon Disposition of Assets or Subsidiary	11-2
	11.6	Successor Employer	11-2
ARTICLE 12	GENERAL PROVISIONS
	12.1	Limitation on Liability	12-1
	12.2	Indemnification	12-1
	12.3	Compliance with Employee Retirement Income Security
		Act of 1974	12-1
	12.4	Nonalienation of Benefits	12-1
	12.5	Employment Not Guaranteed by Plan	12-2
	12.6	Form of Communication	12-2
	12.7	Facility of Payment	12-2
	12.8	Location of Participant or Beneficiary Unknown	12-2
	12.9	Service in More Than One Fiduciary Capacity	12-3
	12.10	Offset	12-3





		This document reflects the provisions of the Reinhart, Boerner, Van Deuren, 
Norris & Rieselbach, s.c. Volume Submitter Master Document.  The Master Document
has been reviewed in advance by the Internal Revenue Service (the "IRS").  Use
of the Volume Submitter Master Document results in (1) expedited IRS review of  
the Company's plan and (2) lower IRS filing fees.  Except for the Company's own
retirement plan purposes, this document is copyright and cannot be reproduced,
in whole or in part, without the express prior written permission of 
Reinhart, Boerner, Van Deuren, Norris & Rieselbach, s.c.


ARTICLE 1

The Plan, Definitions and Construction
		1.1	The Plan.  Effective January 1, 1993, Eagle 
Food Centers, Inc. (the "Company") adopted a profit sharing plan 
to benefit certain of its employees by facilitating the accumulation 
of funds for their retirement.  As adopted, the Plan incorporates a 
cash or deferred arrangement permitted by section 401(k) of the 
Internal Revenue Code.
		The Company amended and restated the Plan to 
comply with sections 401(a) and 401(k) of the Internal Revenue 
Code of 1986, as amended.  The restatement of the Plan is effective 
January 1, 1993, except for those provisions which explicitly state 
otherwise.  The Company again amended and restated the Plan 
effective October 1, 1996.  This introduction and the following 
Articles, as amended from time to time, comprise the restated Plan.
		1.2	Definitions.
			(a)	Account.  The record of each 
Participant's interest in the Trust Fund, divided into the following 
subaccounts.
				*	Elective Contribution Account
				*	Rollover Account
			(b)	Administrator.  The Company or 
individual(s) designated in Article 8 who shall control and manage 
the operation and administration of the Plan as the named fiduciary.
			(c)	Code.  The Internal Revenue Code of 
1986, as amended from time to time, and as interpreted by 
applicable regulations and rulings.
			(d)	Company.  Eagle Food Centers, Inc., 
the sponsoring employer, and any successor which adopts the Plan. 
 The board of directors of the Company, or such board members 
authorized by the board of directors from time to time, shall act on 
behalf of the Company for purposes of the Plan.  In no event shall a 
self-employed individual or owner-employee (within the meaning 
of Code section 401(c)) be considered a "company" eligible to 
adopt the provisions of the Plan.
			(e)	Compensation.
				(1)	In General.  Except as otherwise 
provided, Compensation shall mean:
					(A) 	Effective On or After 
October 1, 1996.  An employee's wages, salary, fees for 
professional service and other amounts received (without regard to 
whether or not an amount is paid in cash) for personal services 
actually rendered in the course of employment with the Employer 
to the extent that the amounts are includable in gross income.  
"Compensation" includes, but is not limited to, commissions, 
compensation for services on the basis of a percentage of profits, 
tips, bonuses, fringe benefits and reimbursements or other expense 
allowances under a nonaccountable plan (as described in Treasury 
regulation section 1.62-2(c)).  "Compensation" does not include the 
following:
						(i)	Employer 
contributions to a plan of deferred compensation which are not 
includable in the employee's gross income for the taxable year in 
which contributed, or Employer contributions under a simplified 
employee pension plan to the extent such contributions are 
deductible by the employee, or any distributions from a plan of 
deferred compensation;
						(ii)	Amounts realized 
from the exercise of a nonqualified stock option, or when restricted 
stock (or property) held by the employee either becomes freely 
transferable or is no longer subject to a substantial risk of 
forfeiture;
						(iii)	Amounts realized 
from the sale, exchange or other disposition of stock acquired under 
a qualified stock option; and
						(iv)	Other amounts 
which received special tax benefits, or contributions made by the 
Employer (whether or not under a salary reduction agreement) 
towards the purchase of an annuity contract described in Code 
section 403(b) (whether or not the contributions are excludable 
from the gross income of the employee).
					(B)	Effective Prior to October 
1, 1996.  An employee's wages from the Employer, which are 
required to be reported on the employee's IRS Form W-2 for 
income tax withholding purposes (or such other amount as required 
to be reported under Code sections 6041(d), 6051(a)(3) and 6052 as 
referenced in Treasury regulation  1.415-2(d)(11)(i))
				(2)	Inclusion of Elective 
Contributions.  "Compensation" includes elective contributions 
made by the Employer on behalf of the employee that are not 
includable in income under a cafeteria plan (pursuant to Code 
section 125), a Code section 401(k) arrangement (pursuant to Code 
section 402(a)(8)), a simplified employee pension (pursuant to 
Code section 402(h)) or a tax-sheltered annuity or account 
(pursuant to Code section 403(b)); compensation deferred under an 
eligible deferred compensation plan of a state or local government 
or tax-exempt organization within the meaning of Code 
section 457(b) and employee contributions under governmental 
plans described in Code section 414(h)(2).
				(3)	Additional Rules.
					(A)	Annual Compensation 
Limit.  The annual Compensation of each Participant in any Plan 
Year shall not exceed the annual compensation limit pursuant to 
Code section 401(a)(17).  The annual compensation limit shall be 
adjusted annually for increases in the cost of living by the Secretary 
of the Treasury or his delegate, except that the dollar increase in 
effect on January 1 of any calendar year is effective for Plan Years 
beginning in such calendar year.  With respect to benefits allocated 
for Plan Years beginning prior to the earlier of (A) January 1, 1994, 
or, if later, the date on which the last of the collective bargaining 
agreements between the employees and the Employer terminates, 
or (B) January 1, 1997, the "annual compensation limit" is 
$200,000, as indexed.  With respect to benefits allocated for Plan 
Years beginning on or after the earlier of (A) January 1, 1994, or, if 
later, the date on which the last of the collective bargaining 
agreements between employees and the Employer terminates, or 
(B) January 1, 1997, the annual compensation limit is $150,000, as 
indexed.
					(B)	Family Aggregation 
Rules.  The Compensation of a Participant who, pursuant to Code 
section 414(q), is a 5% owner of the Employer or one of the ten 
most highly compensated employees of the Employer shall include 
the Compensation of the Participant's family group.  A Participant's 
"family group" shall be comprised of the Participant's spouse and 
the Participant's lineal descendants who have not attained age 19 by 
the close of the Plan Year.  If the aggregate Compensation of the 
Participant's family group exceeds the annual compensation limit, 
as indexed, then the limit shall be prorated among the affected 
individuals in proportion to each such individual's Compensation 
determined prior to the application of the limit.
					(C)	Received While a Plan 
Participant.  For purposes of contributions pursuant to Article 3 and 
sections 5.4 and 5.5 (ADP and ACP testing), the Administrator may 
uniformly limit the period for which Compensation shall be taken 
into consideration to the portion of the Plan Year in which the 
employee was a Participant in the Plan.
			(f)	Effective Date.  January 1, 1993, the 
date as of which the Plan first applies to the Company.
			(g)	Employer.  The Company or any other 
entity which, consistent with authorization by the Company, has 
adopted the Plan and any successor thereto.  By its adoption of this 
Plan, an Employer shall be deemed to appoint the Company, 
Administrator and Trustee its exclusive agents to exercise on its 
behalf all of the power and authority conferred by this Plan upon 
the Employer.  The authority of the Company, Administrator and 
Trustee to act as such agent shall continue until this Plan is 
terminated as to the adopting Employer and the relevant Trust Fund 
assets have been distributed by the Trustee.
				In no event shall a self-employed 
individual or owner-employee (within the meaning of Code 
section 401(c)) be considered an "employer" eligible to adopt the 
provisions of the Plan.
				For each Plan Year, the Plan shall deem 
an individual an employee of the Employer who employs the 
individual on the last day of the Plan Year or the last day during the 
Plan Year for which the individual accrues an Hour of Service.
				The board of directors of the Employer, 
or such board members authorized by the board of directors from 
time to time, shall act on behalf of the Employer for purposes of the 
Plan.  In addition to the board of directors of the Employer, the 
Administrator may act on behalf of the Employer for purposes of 
the Plan.
			(h)	Employment.  An individual's 
employment with the Employer.  In the event an employee is 
transferred between participating Employers, such employee shall 
not be deemed to have terminated his Employment.
			(i)	Forfeiture.  The portion, if any, of a 
Participant's Account which, pursuant to sections 5.4 and 12.8, the 
Participant is not entitled to receive.
			(j)	Hour of Service.
				(1)	Each hour for which an 
employee is paid, or entitled to payment, for the performance of 
service for the Employer;
				(2)	Each hour for which an 
employee is paid, or entitled to payment by the Employer without 
the performance of service (regardless of whether the employment 
relationship has terminated) due to vacation, holiday, illness, 
incapacity (including disability), lay off, jury duty, military duty, or 
leave of absence (pursuant to this paragraph (2), no more than 
501 Hours of Service will be credited for any single continuous 
period--whether or not such period occurs in a single Plan Year or 
other computation period--and 29 C.F.R. section 2530.200b-2 and 3 
shall govern the determination of an individual's Hours of Service); 
and
				(3)	Each hour for which back pay, 
regardless of any mitigation of damages, is either awarded or 
agreed to by the Employer.
				The same Hours of Service will not be 
credited pursuant to paragraphs (1) or (2), as the case may be, and 
paragraph (3).
				If the Employer does not maintain 
records of Hours of Service with respect to an employee but 
maintains records and compensates the employee in relation to 
other periods of service, that employee shall accrue the following 
number of Hours of Service for the following units of time to which 
his Compensation relates:
Units of Time	Hours of 
Service
day	10 hours
week	45 hours
semi-monthly	95 hours
monthly	190 hours
				Solely to avoid a Break in Service, an 
employee who is absent from work for maternity or paternity 
reasons shall receive credit for the Hours of Service which would 
otherwise have been credited to such employee but for such 
absence.  An absence from work for maternity or paternity reasons 
means an absence due to (i) the pregnancy of the employee, (ii) the 
birth of a child of the employee, (iii) the placement of a child with 
the employee for adoption by the employee or (iv) the caring for 
such child immediately after birth or placement.  The Plan shall 
credit Hours of Service pursuant to this paragraph first to the Plan 
Year in which the absence begins to the extent necessary to prevent 
a Break in Service in that Plan Year, then to the Plan Year 
following the Plan Year in which the absence begins.  No more 
than 501 hours will be credited under this paragraph.  If the hours 
which would have been credited but for an absence due to 
maternity or paternity reasons cannot be determined, the Plan shall 
credit eight Hours of Service for each day of the absence.  The Plan 
shall not award Hours of Service pursuant to this paragraph unless 
the employee involved provides the Administrator such information 
as the Administrator reasonably requires to establish the purpose of 
the absence as consistent with this paragraph and to establish the 
number of days in the absence.
				The Plan shall credit an Hour of Service 
to the Plan Year or other computation period to which a payment, 
agreement or award relates rather than the year or period in which 
the payment, agreement or award occurs.  Hours of Service shall be 
credited for employment with other members of an affiliated 
service group (under Code section 414(m)), a controlled group of 
corporations (under Code section 414(b)), a group of trades or 
businesses under common control (under Code section 414(c)) of 
which the Employer is a member, any other entity required to be 
aggregated with the Employer pursuant to Code section 414(o) and 
as a Leased Employee, except as provided in section 1.2(m).  If this 
Plan is the continuation of a plan of a predecessor employer, 
service with such predecessor employer shall be treated as service 
with the Employer.
			(k)	Income.  The net gain or loss of the 
Trust Fund from investments including, but not limited to, interest, 
dividends, rents, profits, realized and unrealized gains and losses 
and expenses of the Plan or Trust Fund paid from the Trust Fund.  
To determine the Income of the Trust Fund for any period, the 
Trustee shall value the Trust Fund on the basis of its assets' fair 
market value.
			(l)	Key Employee.  Any employee, former 
employee or beneficiary who, pursuant to Code section 416(i), 
during the year involved or any of the four immediately preceding 
years, is:
				(1)	An officer of the Employer 
receiving annual Compensation exceeding 50% of $90,000 or the 
amount then applicable pursuant to Code section 415(b)(1)(A) (as 
adjusted annually for increases in the cost of living by the Secretary 
of the Treasury or his delegate);
				(2)	One of the ten employees of the 
Employer owning the largest interests in an Employer and 
receiving annual Compensation greater than $30,000 or the amount 
then applicable pursuant to Code section 415(c)(1)(A) (as adjusted 
annually for increases in the cost of living by the Secretary of the 
Treasury or his delegate);
				(3)	A five-percent owner of the 
Employer; or
				(4)	A one-percent owner of the 
Employer receiving annual Compensation exceeding $150,000.
				In determining whether an individual is 
a Key Employee, the Administrator shall consider his 
Compensation as defined in Code section 414(q)(7).
			(m)	Leased Employee.  Any person (other 
than an employee of the Employer) who, pursuant to an agreement 
between the Employer and any other person (the "leasing 
organization"), has performed services for the Employer (or for the 
Employer and related persons determined in accordance with Code 
section 414(n)(6)) on a substantially full-time basis for a period of 
at least one year, if such services are of the type historically 
performed by employees in the business field of the Employer.
				In no event shall a Leased Employee be 
considered an employee of the Employer if: (1) the Leased 
Employee is covered by a money purchase pension plan providing 
a nonintegrated employer contribution rate of at least 10% of 
Compensation as defined in section 5.1(c) (including amounts 
contributed pursuant to a salary reduction agreement under Code 
sections 125, 402(a)(8), 402(h) or 403(b)), immediate participation 
and full and immediate vesting and (2) the Leased Employees equal 
no more than 20% of the Employer's nonhighly compensated 
employees.
			(n)	Normal Retirement Age.  A 
Participant's 65th birthday.
			(o)	Participant.  Any individual who has 
satisfied the eligibility and participation requirements of the Plan as 
provided in Article 2.  Where appropriate, the term "Participant" 
also includes former Participants who are no longer eligible to 
participate under the provisions of Article 2, or beneficiaries of a 
deceased Participant, or an alternate payee, as defined in Code 
Section 414(p)(8), for whom an Account exists which has not been 
distributed or forfeited in total.
			(p)	Plan.  The Eagle Food Centers, Inc. 
401(k) Plan for Collectively Bargained Employees, as stated herein 
and as amended from time to time.
			(q)	Plan Year.  The period beginning on the 
Effective Date and ending on December 31, 1993, and each 
12-month period ending on each subsequent December 31.
			(r)	Trust Fund.  The assets of the Plan held 
in trust by a Trustee and/or the assets of the Plan which consist of 
insurance contracts or policies issued by an insurance company.
			(s)	Trustee.  The person, persons or entity 
holding the assets of the Plan in trust or, in the case of a Trust Fund 
consisting solely of insurance contracts, the insurer.  The use of the 
term Trustee to refer to the insurer is not intended to indicate that 
the insurer is a trustee within the meaning of state or federal 
statutory or common law, but merely for convenience of reference 
in the Plan.
			(t)	Valuation Date.  
				(1)	Effective October 1, 1996.  The 
last day of the Plan Year and each day of the Plan Year or such 
other dates as the Administrator determines for the purpose of 
valuing the Trust Fund pursuant to Article 4.
				(2)	Effective Prior to October 1, 
1996.  The last day of the Plan Year and the last day of each of the 
third, sixth, ninth and twelfth months of the Plan Year or such other 
dates as the Administrator determines for the purpose of valuing the 
Trust Fund pursuant to Article 4.
		1.3	Construction.  Except to the extent preempted 
by the Employee Retirement Income Security Act of 1974, the laws 
of the State of Illinois, as amended from time to time, shall govern 
the construction and application of the Plan.  Words used in the 
masculine gender shall include the feminine and words in the 
singular shall include the plural, as appropriate.  The words 
"hereof," "herein," "hereunder" and other similar compounds of the 
word "here" shall refer to the entire Plan, not to a particular section. 
 Any mention of "Articles," "sections" and subdivisions thereof, 
unless stated specifically to the contrary, refers to Articles, sections 
or subdivisions thereof in the Plan.  All references to statutory 
sections shall include the section so identified, as amended from 
time to time, or any other statute of similar import.  If any 
provisions of the Code or the Employee Retirement Income 
Security Act of 1974 render any provision of this Plan 
unenforceable, such provision shall be of no force and effect only 
to the minimum extent required by such law.

ARTICLE 2
Eligibility and Participation
		2.1	Eligible Class of Employees.  An employee 
eligible to participate in the Plan is any employee of an Employer 
who is a member of a collective bargaining unit whose 
representatives have agreed with the Employer to provide for 
participation in the Plan for members of the collective bargaining 
unit.
		2.2	Conditions of Eligibility.  An employee who is 
eligible to participate in the Plan, as defined in section 2.1 above, 
shall participate in the Plan as of the commencement date described 
in section 2.3 below upon the completion of 12 calendar months of 
Employment.
		2.3	Commencement of Participation.
			(a)	Effective On or After October 1, 1996.  
Effective October 1, 1996, an employee who meets the eligibility 
requirements of sections 2.1 and 2.2 may commence participation 
in the Plan as of the March 1 or September 1 coincident with or 
immediately following the date the Participant satisfies such 
eligibility requirements.

			(b)	Effective On or After January 1, 1994.  
Effective January 1, 1994, an employee who meets the eligibility 
requirements of sections 2.1 and 2.2 may commence participation 
in the Plan as of any January 1, April 1, July 1 or October 1 
coincident with or immediately following the date the Participant 
satisfies such eligibility requirements.

			(c)	Effective Prior to January 1, 1994.  
Each Eligible Employee employed by an Employer prior to the 
Effective Date shall be eligible to become a Participant of the Plan 
on the Effective Date.  Thereafter, an employee who meets the 
eligibility requirements of sections 2.1 and 2.2 may commence 
participation in the Plan as of any on the earlier of the first day of 
the Plan Year or the first day of the seventh month in the Plan Year 
coincident with or immediately following the date the Participant 
satisfies such eligibility requirements.

		2.4	Termination of Participation.  On the date a 
Participant's Employment terminates or, if earlier, the date he no 
longer is a member of the eligible class of employees pursuant to 
section 2.1, the Participant shall be deemed a former Participant.  
Status as a former Participant shall continue until the date the Plan 
has satisfied all liabilities with respect to the former Participant.
		2.5	Reemployment.  If a Participant terminates 
Employment and subsequently resumes Employment, the rehired 
employee shall immediately resume participation in the Plan 
provided he is employed in an eligible class of employees.
		2.6	Reinstatement of Participation.  In the event an 
employee who is not a member of an eligible class of employees 
becomes a member of an eligible class of employees pursuant to 
section 2.1, such employee shall participate in the Plan immediately 
if such employee has previously satisfied the eligibility 
requirements of sections 2.2 and 2.3, or upon satisfying the 
eligibility requirements of sections 2.2 and 2.3 if he had not done so 
previously.
			If a Participant ceases participating in the Plan 
because he no longer is a member of an eligible class of employees 
pursuant to section 2.1, he shall resume participation in the Plan 
immediately upon again becoming a member of an eligible class of 
employees pursuant to section 2.1.

ARTICLE 3
Contributions and Allocations
		3.1	Contribution and Allocation Restrictions.  All 
contributions and allocations provided for in this Article 3 are 
subject to the limitations and restrictions set forth in Article 5.
		3.2	Elective Contributions.
			(a)	Amount.  For each Plan Year, a 
Participant may direct the Employer to make "elective 
contributions" on his behalf directly to the Trust Fund.  The 
Employer shall make elective contributions on behalf of a 
Participant in lieu of the Employer's payment of an equal amount to 
the Participant as direct remuneration for the Plan Year; provided 
the Participant elects to defer such amounts prior to the date such 
amounts become currently available to the Participant.  Such 
amounts may be contributed to the Plan only if such amounts 
would have been received by the Participant, but for the 
Participant's election, on or before 2-1/2 months following the end 
of the Plan Year.  A Participant may so elect only as to amounts 
becoming currently available after the cash or deferred arrangement 
of this Plan is adopted and effective.  A Participant's elective 
contributions may not exceed the lesser of (1) 15 percent of the 
Participant's Compensation for a Plan Year, or (2) for each calendar 
year, the $7,000 limit of Code section 402(g) as adjusted annually 
for increases in the cost of living by the Secretary of the Treasury 
or his delegate and as in effect for such calendar year.
			(b)	Allocation.  As of the last day of each 
Plan Year quarter  and following the allocation of Income pursuant 
to Article 4, the Administrator shall allocate the elective 
contributions for the year to the Elective Contribution Accounts of 
the Participants for whom such contributions were made.
			(c)	Enrollment.
				(1)	Effective On or After October 1, 
1996.  Participants may enroll to make elective contributions 
effective as of any March 1 or September 1 (or such other date or 
dates as the Employer may establish).
				(2)	Effective On or After January 1, 
1994.  Participants may enroll to make elective contributions 
effective as of any January 1, April 1, July 1 or October 1 (or such 
other dates as the Employer may establish).
				(3)	Prior to January 1, 1994.  The 
initial enrollment date shall be January 1, 1993.  After the initial 
enrollment date, Participants may enroll to make elective 
contributions effective as of the first day of any Plan Year or as of 
the first day of the seventh month of any Plan Year (or such other 
date or dates as the Employer may establish).
				A Participant shall enroll by filing with 
the Administrator a written election (on a form acceptable to the 
Administrator) directing the Employer to make elective 
contributions.  The Participant must file the written election with 
the Administrator within a reasonable time as determined by the 
Administrator prior to the effective date.
				Once filed, a Participant's written 
election authorizing elective contributions will remain in effect 
until amended or discontinued pursuant to paragraphs (d) and (e) 
below.
			(d)	Discontinue Elective Contributions.  
Unless otherwise authorized pursuant to rules prescribed by the 
Administrator, a Participant may entirely discontinue his elective 
contributions effective as of the first day of any pay period by filing 
with the Administrator, within a reasonable time as determined by 
the Administrator prior to the effective date, a revised written 
election directing the Employer to discontinue his elective 
contributions.  A Participant who discontinues his elective 
contributions may not again enroll to make elective contributions 
until the Plan Year following the Plan Year in which he 
discontinued elective contributions.  The Participant's subsequent 
enrollment will be effective only as of the dates provided and 
pursuant to the terms specified in paragraph (c) above.  A 
Participant who suspends elective contributions because of a 
hardship withdrawal may again enroll as of the date the suspension 
expires.
			(e)	Increase or Decrease in Elective 
Contributions.
				(1)	Effective On or After October 1, 
1996.  A Participant may increase or decrease the amount of his 
elective contributions pursuant to rules prescribed by the 
Administrator.
				(2)	Effective On or After January 1, 
1994.  Unless otherwise authorized pursuant to rules prescribed by 
the Administrator, a Participant may increase or decrease the 
amount of his elective contributions effective as of any enrollment 
date provided in paragraph (c) above by filing a revised written 
election with the Administrator within a reasonable time, as 
determined by the Administrator, prior to the effective date.
				(3)	Effective Prior to January 1, 
1994.  Unless otherwise authorized pursuant to rules prescribed by 
the Administrator, a Participant may increase or decrease the 
amount of his elective contributions effective as of the first day of 
any pay period by filing a revised written election with the 
Administrator within a reasonable time, as determined by the 
Administrator, prior to the effective date.  A Participant may only 
decrease his elective contributions twice per Plan Year.
			(f)	Return of Excess Elective 
Contributions.  If a Participant notifies the Administrator in writing 
by the March 1 following the close of a calendar year, or by the 
April 15 following such March 1 the Employer designates on 
behalf of the Participant with respect to elective contributions under 
the Plan and any other plans of the Employer, that the Participant 
has made excess elective contributions for that year, the 
Administrator shall distribute to the Participant the amount of the 
excess elective contributions allocable to the Plan (plus, or minus 
any Income or loss allocable thereto up to the close of the calendar 
year).  Such distribution shall occur by the April 15 immediately 
following the close of the calendar year in which the excess 
elective contributions were contributed to the Plan.  The amount of 
"excess elective contributions" for any calendar year shall equal 
(1) the sum of amounts contributed to the Plan as elective 
contributions on behalf of the Participant plus amounts deferred by 
the Participant pursuant to other arrangements described in Code 
sections 401(k), 408(k) and 403(b) (the "total elective 
contributions") minus (2) the greater of the $7,000 limit of Code 
section 402(g), as adjusted annually for increases in the cost of 
living by the Secretary of the Treasury or his delegate from time to 
time, or $9,500, which alternate limit applies to only elective 
contributions added to deferrals made pursuant to an arrangement 
described in Code section 403(b).  The Participant's written 
notification must contain a statement to the effect that, if such 
excess elective contributions were not distributed, the Participant's 
total elective contributions would exceed the limit specified in 
Code section 402(g) for the calendar year in which such elective 
contributions were made.
				Income allocable to excess elective 
contributions shall be determined (1) under any reasonable method 
used for allocating Income to all Participants' Accounts as applied 
consistently to all Participants for the Plan Year or (2) by 
multiplying Income allocable to the Participant's Elective 
Contribution Account for the calendar year by a fraction, the 
numerator of which is such Participant's excess elective 
contributions for the year and the denominator is the Participant's 
Account balance attributable to elective contributions as of the 
beginning of the calendar year plus the Participant's elective 
contributions for the calendar year.
				To the extent required by applicable 
nondiscrimination regulations, any matching contribution relating 
to an excess elective contribution, which is distributed in 
accordance with this paragraph (f), shall be declared a Forfeiture as 
of the end of the Plan Year in which the excess elective 
contribution is distributed (even if the Participant is vested in such 
matching contributions) except to the extent that the matching 
contribution is an excess aggregate contribution which is 
distributed to the highly compensated Participant in accordance 
with section 5.5(c).
		3.3	Allocation of Forfeitures.  For purposes of 
Forfeitures determined pursuant to sections 5.4 and 12.8, and as of 
the last day of each Plan Year and following the allocation of 
Income pursuant to Article 4, the Administrator shall allocate, on a 
pro-rata bases, Forfeitures, if any, to the Accounts of qualifying 
Participants as if such Forfeitures were additional contributions.
		3.4	Rollovers from Other Employee Benefit Plans. 
 Any employee of the Employer who is a member of an eligible 
class of employees pursuant to section 2.1 above and who 
participated in another retirement plan and trust qualified pursuant 
to Code sections 401(a) and 501(a) ("qualified plan") may deposit 
in the Trust Fund any portion of an eligible rollover distribution 
paid from another qualified plan in a direct rollover or which he 
received personally (either directly from such plan or as a rollover 
from an individual retirement account or annuity) provided that 
amounts not paid in a direct rollover must be deposited in the Plan 
within 60 days following receipt of such amounts.  Before 
accepting such a rollover, the Administrator shall require such 
Participant's consent (and spousal consent, if necessary) and may 
require such documentation and information as it deems necessary. 
 An employee who rolled over amounts pursuant to this section, or 
on whose behalf such a rollover occurred, shall always remain 
100% vested in such rolled over amounts and the Income thereon.  
Immediately upon receipt, the Administrator shall allocate amounts 
rolled over by, or on behalf of, a Participant to his Rollover 
Account.
			If an individual who rolled over amounts to the 
Trust Fund pursuant to this section, or on whose behalf such a 
rollover occurred, does not otherwise qualify to become a 
Participant, he shall, nonetheless, constitute a Participant only in 
relation to such rolled over amounts and the Income thereon.
		3.5	Participant After-Tax Contributions.  The Plan 
neither requires nor permits Participants to make after-tax 
contributions to it or the Trust Fund.
		3.6	Determination of Contributions.  The 
Employer shall determine the amount of any contribution made by 
it pursuant to this Plan.  The Employer's determination of such 
contribution shall bind all Participants, the Trustee and the 
Administrator.  Such determination shall be final and conclusive 
and shall not be subject to change as a result of a subsequent audit 
by the Internal Revenue Service or as a result of any subsequent 
adjustment of the Employer's records.
			The Trustee shall have no right or duty to 
inquire into the amount of the Employer's contribution or the 
method used in determining the amount of such contribution.  The 
Trustee shall be accountable for only funds it actually receives.
		3.7	Time of Payment of Contributions.  The 
Employer shall pay its contribution for each of its fiscal years to the 
Trustee within the time prescribed by law, including extensions, for 
the filing of the Employer's federal income tax return for such year 
or within such other period as provided in Code section 404(a)(6).  
The Employer shall pay elective contributions made pursuant to a 
salary reduction agreement to the Trustee as of the earliest date the 
Employer can reasonably segregate such contributions from its 
general assets but not later than the earlier of (a) 90 days from the 
date on which such amounts would otherwise have been payable to 
the Participant or (b) the end of the 12-month period immediately 
following the Plan Year to which the elective contributions relate.
		3.8	Return of Contributions.  The Trustee shall 
return Employer contributions made to the Plan in the following 
circumstances:
			(a)	The Employer and the Plan hereby 
condition all Employer contributions to the Plan upon the Employer 
obtaining a deduction pursuant to Code section 404(a) in an equal 
amount for the Employer's taxable year ending with or within the 
Plan Year for which the contribution is made.  If all or any portion 
of the Employer's contribution is not deductible for such year 
pursuant to Code section 404(a), the Trustee shall return the 
nondeductible amount to the Employer, without earnings, but 
reduced by any losses attributable thereto, within one year of the 
disallowance of the deduction by the Internal Revenue Service.
			(b)	The Trustee, at the direction of the 
Employer, shall return to the Employer, without earnings, but 
reduced by any losses attributable thereto, any contribution made 
due to a mistake of fact provided the Administrator determines that 
such mistake existed at the time of the contribution.  The Trustee 
may only return a contribution pursuant to this subsection (b) 
within 12 months of the date the contribution was made.
			(c)	The Employer and the Plan condition 
all Employer contributions to this Plan upon the initial qualification 
of the Plan pursuant to Code section 401(a).  Within one year after 
the date the Internal Revenue Service determines that the Plan fails 
to qualify pursuant to Code section 401(a), and provided that the 
Plan's application for determination to the Internal Revenue Service 
is made within the time prescribed by law, the Trustee shall return 
to the Employer the entire assets of the Plan attributable to all 
amounts contributed during the time the Plan failed to qualify.
			The Employer shall return elective 
contributions and amounts rolled over into the Plan, if any, and 
Income thereon to the Participant if such contributions are returned 
to the Employer pursuant to this section.

ARTICLE 4
Valuation
		4.1	Allocation of Income to Accounts.  The 
Administrator shall value a Participant's Account as of each 
Valuation Date in accordance with the income accounting 
applicable to each investment fund in which the assets of the 
Account are invested and adjust the Account to reflect applicable 
expenses and all other transactions since the preceding Valuation 
Date.
		4.2	Valuation and Allocation of Participant Loans. 
 As of each Valuation Date, the Administrator shall value 
separately the principal outstanding and interest received from 
Participant loans and shall allocate such values to the appropriate 
Accounts of the borrowing Participants.
		4.3	Valuation of Participant's Account.  The 
Administrator shall determine the value of a Participant's Account 
for purposes of Articles 6 and 7 as of the Valuation Date 
immediately preceding the date the distribution occurs or 
commences as if such Valuation Date were the last day of a Plan 
Year (except for Company stock which shall be valued as of the 
most recent business day for which a valuation is available), 
including in that valuation (a) the allocation of contributions or 
Forfeitures, if any, for such year if the Account otherwise qualifies 
for such allocation and the Valuation Date is actually the last day of 
a Plan Year or if the Plan otherwise requires allocation of such 
amount as of such Valuation Date, and (b) elective contributions 
made to the Plan on behalf of the Participant since the Valuation 
Date.
			If the Administrator determines that valuing 
the Participant's Account as of the immediately preceding 
Valuation Date would significantly jeopardize the interests of the 
Plan and its Participants because, due to subsequent market 
fluctuations or other developments, that valuation would 
inaccurately reflect the value of the Participant's Account as of the 
date distribution occurs or commences, the Administrator may, in 
its discretion, value the Participant's Account as of a date closer to 
the date the distribution occurs or commences.
		4.4	Valuation of Company Stock.  For purposes of 
this Article 4, the value of Company stock held by the Plan shall be 
the closing price of such stock as reported on the NASDAQ-NMS 
as of the applicable Valuation Date or the last day Company stock 
was traded if Company stock is not traded on the Valuation Date.

ARTICLE 5
Contribution and Allocation Restrictions
		5.1	Maximum Limits on Allocations.  This 
section 5.1 shall limit contributions and allocations made pursuant 
to Article 3.
			(a)	The annual addition to a Participant's 
Account for any limitation year shall not exceed the lesser of:
				(1)	The greater of $30,000 or 25% 
of the defined benefit dollar limitation recited in Code 
section 415(b)(l)(A) for such year; or
				(2)	25% of the compensation (as 
defined in section 5.1(c) below) paid or made available to the 
Participant in such year.
			(b)	The "annual addition" shall mean the 
sum allocated to a Participant's Account for any year of 
contributions or Forfeitures, if any, pursuant to this Plan and 
allocated to his benefit pursuant to all other defined contribution 
plans maintained by the Employer for the limitation year, including 
employee contributions.  Contributions allocated to any individual 
accounts which are part of a pension or annuity plan under Code 
sections 415(l) and 419A(d)(2) shall be treated as annual additions 
to a defined contribution plan.  However, section 5.1(a)(2) above 
shall not apply to any amounts treated as an annual addition under 
the preceding sentence.  The annual addition includes elective 
contributions in excess of (1) the $7,000 limit of Code 
section 402(g) (as adjusted annually for increases in the cost of 
living as specified by the Secretary of the Treasury or his delegate) 
that are not distributed by the April 15 following the close of the 
Plan Year, or (2) the nondiscrimination tests recited in this Article 5 
even if corrected through distribution after the close of the Plan 
Year.  Effective for limitation years beginning after December 31, 
1995, Income attributable to a Participant's elective contributions, 
which are distributed pursuant to section 5.1(e)(1) below, shall be 
included as an annual addition, unless also distributed pursuant to 
section 5.1(e)(1) below.
				The annual addition shall not include 
the allocation to a Participant's Account of Income pursuant to 
Article 4 and rollovers, if any, pursuant to Article 3 or the 
repayment of principal or interest by a Participant on a loan, if any, 
extended pursuant to Article 7.
			(c)	"Compensation" for purposes of this 
section 5.1, unless otherwise elected by the Administrator for a 
limitation year, shall mean an employee's wages from the Employer 
received during the limitation year which is required to be reported 
on the employee's IRS Form W-2 for income tax withholding 
purposes (or such other amount as required to be reported under 
Code sections 6041(d), 6051(a)(3) and 6052 as referenced in 
Treasury regulation  1.415-2(d)(11)(i)).
			(d)	The "limitation year" shall be the Plan 
Year.
			(e)	The Administrator shall reallocate the 
excess of a Participant's annual addition over the limits stated 
above, provided such excess is not subject to refund or reversion 
pursuant to Article 3, in accordance with subparagraph (1) below 
and any one of the other following subparagraphs:
				(1)	To the extent the excess arises 
from the Participant's elective contributions, such excess and, if the 
Administrator determines, Income attributable to such elective 
contributions, may be refunded to the Participant as soon as 
administratively feasible.
				(2)	The excess amount shall be 
reallocated to the Accounts of the Participants in the Plan who have 
not exceeded the limits stated above.  If the reallocation causes the 
limits stated above to be exceeded with respect to each Participant 
for the limitation year, then these amounts shall be held unallocated 
in a suspense account and reallocated to Participants' Accounts in 
the next (or succeeding, if necessary) limitation year before the 
allocation of Employer or employee contributions.
				(3)	The excess amount shall be used 
to reduce the Employer contributions for the next (or succeeding, if 
necessary) limitation year for the Participant who incurred the 
excess amounts provided the Participant is covered by the Plan at 
the end of such limitation year.  If the Participant is no longer 
covered by the Plan as of the end of the limitation year, the excess 
amounts shall be held unallocated in a suspense account and 
reallocated in the next limitation year to all remaining Participants 
in the Plan as a reduction of such Participants' Employer 
contributions.  Excess amounts may not be distributed to 
Participants or former Participants.
				(4)	The excess amount shall be held 
unallocated in a suspense account for the limitation year and 
reallocated in the next (or succeeding, if necessary) limitation year 
to all Participants in the Plan.  The excess amount must be used to 
reduce Employer contributions for the next (and succeeding, if 
necessary) limitation years.  Excess amounts may not be distributed 
to Participants or former Participants.
				Any excess amount held in a suspense 
account shall not share in Income.  If the Plan terminates before the 
allocation of such excess, the excess shall revert to the Employer, 
to the extent that it may not be allocated to any Participant's 
Account.
		5.2	Limitations for Defined Benefit and Defined 
Contribution Plans Covering the Same Employee.
			(a)	Aggregate Limit.  If an employee 
participates in both a defined benefit plan and a defined 
contribution plan maintained by the Employer, the sum of the 
defined benefit plan fraction and the defined contribution plan 
fraction for each limitation year may not exceed 1.0.
			(b)	Defined Benefit Plan Fraction.  For 
purposes of this section, the defined benefit plan fraction for each 
limitation year shall include a numerator equaling the projected 
annual benefit of the employee pursuant to the plan (determined as 
of the close of the year) and a denominator equaling the lesser of 
(1) 125% of the dollar limitation imposed upon such benefits by the 
Code for such year or (2) 140% of his average annual 
Compensation for the three consecutive Plan Years during which 
he both participated in the Plan and received the highest 
Compensation from the Employer.
			(c)	Defined Contribution Plan Fraction.  
For purposes of this section, the defined contribution plan fraction 
for each limitation year shall include a numerator equaling the sum 
of the annual additions to the employee's account as of the close of 
the year and a denominator equaling the sum of an amount 
determined for such year and for each prior year of service with the 
Employer as the lesser of (1) 125% of the limit determined 
pursuant to section 5.1(a)(1) or (2) 140% of the limit determined 
pursuant to section 5.1(a)(2).
			(d)	Top-Heavy Limit.  In any year during 
which the Plan is top-heavy, the Administrator shall substitute 
"100%" for "125%" in clause (1) of paragraphs (b) and (c) above, 
unless the Accounts of Key Employees do not exceed 90% of the 
total value of Plan assets and the 3% minimum top-heavy allocation 
pursuant to this Plan (or another defined contribution plan or this 
Plan and another defined contribution plan maintained by the 
Employer) is increased to 4%, or the 2% minimum top-heavy 
benefit accrual pursuant to a defined benefit plan (or plans) 
maintained by the Employer is increased to the lesser of 3% times 
Years of Service or 20% plus 1% (up to a maximum of 30%) for 
each year the Plan was top-heavy.
		5.3	Actual Deferral Percentage Test.
			(a)	Applying the Test.  The actual deferral 
percentage (the "ADP") for Participants who are highly 
compensated employees ("HCEs") may not exceed the greater of:
				(1)	1.25 times the ADP for all 
Participants who are not HCEs; or
				(2)	The lesser of (A) 2 times the 
ADP of Participants who are not HCEs or (B) the ADP of 
Participants who are not HCEs plus 2 percentage points.
				The Administrator shall determine the 
Participants' deferral percentages consistent with Code 
section 401(k)(3) and applicable Treasury Regulations, which the 
Plan incorporates by reference.  The Employer shall maintain 
records sufficient to demonstrate satisfaction of the ADP test and 
the amount of qualified nonelective contributions or qualified 
matching contributions, if any, used in such test.
			(b)	ADP Defined.  For each Plan Year, the 
Administrator shall determine the "ADP" for the Participants who 
are HCEs and all other Participants as follows:
				(1)	The ADP for a group of 
Participants shall equal the average of the ratios, calculated 
separately for each Participant in the group, of (A) the allocations 
of elective contributions and qualified nonelective contributions or 
qualified matching contributions (to the extent not taken into 
account for purposes of the actual contribution percentage test), not 
including Income, which the Administrator determines for a Plan 
Year to (B) the Participant's Compensation for that Plan Year.  The 
ADP of a Participant who makes no elective contributions is zero.  
Excess elective contributions of non-HCEs, determined pursuant to 
section 3.2, are not taken into account for purposes of ADP testing.
				(2)	For purposes of determining the 
ADP of a Participant who is a 5% owner pursuant to Code 
section 414(q) or one of the top-ten paid HCEs, the Compensation, 
elective contributions (and qualified nonelective contributions or 
qualified matching contributions, if any,) shall include the 
Compensation, elective contributions (and qualified nonelective 
contributions and qualified matching contributions, if any) for the 
Plan Year of family members as defined in Code section 414(q)(6). 
 Family members, with respect to such HCEs, shall be disregarded 
as separate employees in determining the ADP both for Participants 
who are non-HCEs and for Participants who are HCEs.
				(3)	The "ADP" for any Participant 
who is an HCE and eligible to have elective contributions allocated 
to his account pursuant to two or more plans or arrangements 
described in Code section 401(k) and maintained by an Employer 
shall be determined as if all such contributions were made pursuant 
to a single arrangement.
			(c)	Excess Contributions.  If, for any Plan 
Year, the aggregate amount of contributions to the Accounts of 
Participants who are HCEs exceeds the maximum amount 
permitted in paragraph (a) above, the Administrator may distribute 
such excess amount plus or minus any Income or loss allocable to 
such excess amount to some or all of the Participants who are 
HCEs (determined by reducing contributions made on behalf of 
Participants who are HCEs in order of the ADPs beginning with the 
highest of such percentages) during the period beginning on the 
first day following the close of the Plan Year in which the excess 
contributions arose and ending on the date that is 2-1/2 months 
from the close of such Plan Year, and in all events shall distribute 
such Amount no later than the close of the following Plan Year.  In 
relation to a Participant who is an HCE for whom the Administrator 
determines his ADP pursuant to the family aggregation rules 
described in subsection (b)(3) above, the Administrator shall 
allocate any such excess contributions--plus or minus any Income 
or loss--among the family members in proportion to the elective 
contributions of each family member combined to determine the 
Participant's ADP.  The Administrator shall calculate any excess 
pursuant to this paragraph (c) after determining the amount of 
excess elective contributions pursuant to Article 3.
				Income allocable to excess 
contributions shall be determined (1) under any reasonable method 
used for allocating Income to all Participants' Accounts as applied 
consistently to all Participants for the Plan Year or (2) by 
multiplying Income allocable to the Participant's elective 
contributions (and qualified nonelective contributions and qualified 
matching contributions, if any) for the Plan Year by a fraction, the 
numerator of which equals the Participant's excess contributions for 
the year and the denominator of which equals the Participant's 
Account balance attributable to elective contributions (and 
qualified nonelective contributions and qualified matching 
contributions, if any) as of the beginning of the Plan Year plus the 
Participant's elective contributions (and qualified nonelective 
contributions and qualified matching contributions, if any) for the 
Plan Year.  The Plan may distribute excess contributions (and 
Income) without regard to consent otherwise required for Plan 
distributions.
		5.4	Qualified Nonelective Contributions.  
"Qualified nonelective contributions" means contributions (other 
than matching contributions) made by the Employer and allocated 
to Participants' Accounts that the Participants may not elect to 
receive in cash until distributed from the Plan; that are 
nonforfeitable when made; and that are distributable only in 
accordance with the distribution provisions applicable to elective 
contributions, all as pursuant to Code sections 401(k)(2)(B) 
and (C).  The Administrator shall allocate qualified nonelective 
contributions to the Participants' Elective Contribution Accounts in 
a manner that does not discriminate in favor of highly compensated 
employees.
		5.5	Highly Compensated Employee.  For purposes 
of this Article 5, highly compensated employee ("HCE") shall have 
the meaning required by Code section 414(q) and applicable 
Treasury Regulations to the extent such meaning is not inconsistent 
with the simplified identification method set forth below.  For any 
Plan Year, an Employer may determine which employees are HCEs 
in accordance with either subparagraph (a) or (d) below.
			(a)	Active Employees.  An active employee 
is an HCE if, during the Plan Year,  the employee performs services 
for the Employer and:
				(1)	during the "look-back" year he:
					(A) was a five-percent owner; 
					(B) received Compensation from 
the Employer exceeding $75,000 (as adjusted);
					(C) received Compensation from 
the Employer exceeding $50,000 (as adjusted) and was a member 
of the top-paid group for such year; or
					(D) was an officer of the 
Employer and received Compensation during such year greater than 
150 percent of the dollar limitation then in effect pursuant to Code 
section 415(c)(1)(A) (as adjusted).
					The group of top-paid employees 
under (1)(C) and the number of officers under (1)(D) above shall be 
determined without regard to the employees described in Code 
section 414(q)(8).  For the purposes of paragraph (1)(D) above, no 
more than 50 employees (or, if lesser, the greater of three 
employees or ten percent of the employees of an Employer) shall 
be treated as officers and, if no officer satisfies the compensation 
requirement of (1)(D) above during either a Plan Year or look-back 
year, the highest paid officer for such year shall be an HCE.  The 
dollar limitations provided above are adjusted for increases in the 
cost of living by the Secretary of the Treasury or his delegate 
pursuant to Code section 415(d).
				(2)	and during the Plan Year he:
					(A)	meets the description in 
clauses (1)(A), (1)(B) or (1)(D) above upon substituting Plan Year 
for "look-back year" and is among the 100 employees who received 
the most Compensation from the Employer during the Plan Year; or 
					(B)	is a 5-percent owner at 
any time during the Plan Year.
			(b)	Former Employees.  Generally, a 
former employee is an HCE if that individual is an employee who 
separated from service with the Employer (or was deemed to have 
separated) prior to the Plan Year, performs no service for an 
Employer during the Plan Year and was an active HCE for either 
the year in which separation occurred or any determination year 
ending on or after the individual's 55th birthday.
			(c)	Look-Back Year.  The "look-back year" 
shall be the twelve-month period immediately preceding the Plan 
Year or, if the Employer so elects, the calendar year ending with or 
within the applicable Plan Year provided (1) such election is made 
with respect to all qualified plans maintained by the 
Employer--except for any plan for which the Employer elects 
simplified identification of HCEs--and (2) the Plan Year calculation 
is made on the basis of the period (if any) by which the applicable 
Plan Year extends beyond such calendar year (i.e., the lag period).  
If the Employer is making the Plan Year calculation based on the 
lag period, the dollar amounts applicable under subsection (a)(1) 
above shall be adjusted by multiplying such dollar amounts by a 
fraction, the numerator of which is the number of calendar months 
that are included in the lag period and the denominator of which is 
12.
			(d)	Simplified Identification Method.  
Under the simplified identification method, an Employer's HCEs 
include HCEs only as determined pursuant to subparagraph (a)(1) 
above as applied based on the Plan Year without reference to the 
look-back year, or, if elected by the Employer, as of a single day 
within the Plan Year (the "Snapshot Day").  "Compensation," for 
purposes of simplified identification, is compensation which 
reasonably approximates an employee's Compensation. The 
following exceptions to subparagraph (a)(1) above apply if an 
Employer elects to determine HCEs based on a Snapshot Day:
				(1)	Compensation.  If the Snapshot 
Day is other than the last day of the applicable Plan Year, 
Compensation must be projected for the Plan Year under a 
reasonable method established by the Employer.
				(2)	Includible HCEs.  The Employer 
must treat as an HCE, in addition to employees who are determined 
to be HCEs on the Snapshot Day, any employee who terminated 
Employment prior to the Snapshot Day or becomes employed by 
the Employer subsequent to the Snapshot Day and (A) was an HCE 
in the prior Plan Year; (B) was, or is, a 5-percent owner; (C) has 
Compensation for the Plan Year greater than or equal to the 
projected Compensation of any employee who is treated as an HCE 
on the Snapshot Day (except for employees who are HCE's solely 
because they are 5-percent owners or officers); or (D) was, or is, an 
officer and has Compensation greater than or equal to the projected 
Compensation of any other officer who is an HCE on the Snapshot 
Day solely because that person is an officer.
				(3)	Determination of Snapshot Day. 
 The Snapshot Day may be (A) the same Snapshot Day that the 
Employer is using for substantiating compliance with 
nondiscrimination requirements; or (B) any other single day during 
the Plan Year, provided the day is reasonably representative of the 
Employer's workforce and the Plan's coverage throughout the Plan 
Year.  A Snapshot Day will not be treated as failing to be 
reasonably representative solely because of a significant change in 
the Employer's workforce caused by an extraordinary event, such 
as a merger or acquisition.  The Snapshot Day for the Plan 
generally must be consistent from year to year.
			(e)	Family Members.  If, during a Plan 
Year,  an employee is a family member of either a 5-percent owner 
or an HCE who is one of the 10 most highly compensated 
employees ranked on the basis of Compensation paid by the 
Employer during such year, the Plan shall aggregate the allocations 
of the family member and the 5-percent owner or HCE.  The Plan 
shall treat the family member and 5-percent owner or HCE as a 
single employee receiving Compensation and allocations or 
benefits equal to the sum of such Compensation and allocations or 
benefits of the family member and 5-percent owner or HCE.  For 
purposes of this section, family member includes the spouse, lineal 
ascendants and descendants of the employee or former employee 
and the spouses of such lineal ascendants and descendants.  If the 
Employer does not elect to determine HCEs under the simplified 
identification method based on a Snapshot Day, the first sentence 
of this paragraph shall also be applied based on the look-back year.

ARTICLE 6
Vesting
		6.1	Vesting.  A Participant's interest in his 
Account shall be fully vested and nonforfeitable at all times.

ARTICLE 7
Distributions
		7.1	Commencement of Retirement Benefits.  This 
section 7.1 shall not apply to distributions payable on account of a 
Participant's death.
			(a)	Earliest Payment Date.  As to any 
Participant, distribution shall occur no earlier than the termination 
of the Participant's Employment, unless specifically authorized 
elsewhere in the Plan.
			(b)	Payment Due To Termination of 
Employment.
				(1)	Before Normal Retirement Age. 
 If a Participant's Employment terminates prior to his Normal 
Retirement Age, the distribution of his Account shall commence as 
follows:
					(A)	Accounts of $3,500 or 
Less.  The Administrator shall mandate distribution in a single 
lump sum of any Participant's vested Account that equals $3,500 or 
less prior to the commencement of distributions or at the time of 
any prior distribution.  If a Participant's vested Account equals 
zero, the Participant shall be deemed to have received a mandatory 
distribution of such vested Account.  Mandatory distributions shall 
commence as soon as administratively feasible following 
termination of a Participant's Employment.
					(B)	Accounts of More Than 
$3,500.  Subject to the requirements set forth below, the 
Administrator shall commence distribution of a Participant's 
Account which exceeds $3,500 prior to the commencement of 
distributions, or at the time of any prior distribution, as soon as 
administratively feasible following the date the Participant elects in 
writing to commence distribution.  Such distribution may not 
commence prior to the Participant's Normal Retirement Age unless 
the Participant consents, in writing, on a form approved by and 
filed with the Administrator, to the earlier distribution of his vested 
Account.  Such Participant consent shall not be valid unless the 
Administrator provides the Participant with notice of his right to 
defer distribution no less than 30 days and no more than 90 days 
before the date of distribution.
					Notwithstanding the above, 
distribution may commence less than 30 days after such notice is 
provided if (1) the notice clearly informs the Participant that the 
Participant has a right to a period of at least 30 days after receiving 
the notice to consider the decision of whether or not to elect a 
distribution, and (2) the Participant, after receiving such notice, 
affirmatively elects a distribution.
					A Participant may elect to defer 
further the distribution of his Account to a date no later than the 
April 1 following the calendar year in which he attains age 70-1/2 
(or later required beginning date as defined in section 7.4 below).
					Unless a Participant elects to 
defer distribution, distribution shall commence no later than the 
60th day after the close of the Plan Year (1) in which the 
Participant attains his Normal Retirement Age, or, if later, (2) in 
which occurs the 10th anniversary of his commencement of 
participation in the Plan.
				(2)	On or After Normal Retirement 
Age.  The distribution of the Account of a Participant who 
terminates Employment on or after the Participant's Normal 
Retirement Age and before attainment of age 70-1/2 shall 
commence as soon as administratively feasible following the date 
the Participant's Employment terminates but no later than 60 days 
after the close of the Plan Year in which the Participant's 
Employment terminates.
				A Participant may elect to defer further 
the distribution of his Account to a date no later than the April 1 
following the calendar year in which he attains age 70-1/2 (or later 
required beginning date as defined in section 7.4 below).
			(c)	Latest Payment Date.  Even if a 
Participant's Employment has not terminated, distribution shall 
commence no later than the April 1 following the calendar year in 
which the Participant attains age 70-1/2 (or later required beginning 
date as defined in section 7.4 below).
		7.2	Method of Payment.
			(a)	Form of Benefits.  Distribution from a 
Participant's Account shall occur in a single lump sum. 
			(b)	Direct Rollovers.
				(1)	Notwithstanding any provision 
of the Plan to the contrary that would otherwise limit a distributee's 
election under this section, a distributee may elect, at the time and 
in the manner prescribed by the Administrator, to have any portion 
of an eligible rollover distribution paid directly to an eligible 
retirement plan specified by the distributee in a direct rollover; 
provided, however, that if a Participant elects a direct rollover as to 
only a portion of the Participant's distributable Account, the amount 
to be paid in a direct rollover must equal at least $500.
				(2)	Eligible rollover distribution:  
An eligible rollover distribution is any distribution of all or any 
portion of the balance to the credit of the distributee, except that an 
eligible rollover distribution does not include:  any distribution that 
is one of a series of substantially equal periodic payments (not less 
frequently than annually) made for the life (or life expectancy) of 
the distributee or the joint lives (or joint life expectancies) of the 
distributee and the distributee's designated beneficiary, or for a 
specified period of ten years or more; any distribution to the extent 
such distribution is required under section 401(a)(9) of the Code; 
and the portion of any distribution that is not includable in gross 
income (determined without regard to the exclusion for net 
unrealized appreciation with respect to employer securities).
				(3)	Eligible retirement plan:  An 
eligible retirement plan is an individual retirement account 
described in section 408(a) of the Code, an individual retirement 
annuity described in section 408(b) of the Code, an annuity plan 
described in section 403(a) of the Code, or a qualified trust 
described in section 401(a) of the Code, that accepts the 
distributee's eligible rollover distribution.  However, in the case of 
an eligible rollover distribution to the surviving spouse, an eligible 
retirement plan is an individual retirement account or individual 
retirement annuity.
				(4)	Distributee:  A distributee 
includes an employee or former employee.  In addition, the 
employee's or former employee's surviving spouse and the 
employee's or former employee's spouse or former spouse who is 
the alternate payee under a qualified domestic relations order, as 
defined in section 414(p) of the Code, are distributees with regard 
to the interest of the spouse or former spouse.
				(5)	Direct rollover:  A direct 
rollover is a payment by the Plan to the eligible retirement plan 
specified by the distributee.
			(c)	Mandatory Payments.  The 
Administrator shall direct distribution in a single lump sum of any 
Participant's vested Account that does not exceed $3,500 prior to 
the commencement of distributions or at the time of any prior 
distribution if such Participant fails to direct a rollover within 30 
days after being notified of his right to direct a rollover.
			(d)	Payments in Company Stock.  
Distribution of a Participant's Account, to the extent invested in 
Eagle Food Centers, Inc. stock, may be made, pursuant to the 
Participant's written election, in whole shares of Company stock 
with cash paid for fractional shares.
		7.3	Death Benefits.
			(a)	Distribution to a Beneficiary.  The Plan 
shall distribute the Account of a deceased Participant to the 
beneficiary identified in the beneficiary designation in effect at the 
time of his death or, if no such designation exists, to the 
Participant's surviving spouse or, if none, to his issue per stirpes or, 
if none, to his next of kin determined pursuant to the laws of the 
state in which the Company's principal place of business is located 
as if the Participant had died unmarried and intestate, within a 
reasonable time after the Participant's death.  Each Participant may 
designate, in writing, on forms approved by and filed with the 
Administrator, one or more beneficiaries to receive payment of his 
Account and may, in addition, name a contingent beneficiary.
				The beneficiary as to 100% of the 
Account of a Participant married at the time of his death shall be 
his surviving spouse, unless his spouse consents to the designation 
of an alternative beneficiary or the spouse cannot be located.  
Spousal consent shall be in writing, acknowledging the effect of 
such election and witnessed by a Plan representative or notary 
public.  Any change in, or revocation of, a Participant's designated 
beneficiary shall again require spousal consent unless the earlier 
consent of the spouse expressly permitted subsequent designations 
by the Participant without further spousal consent.  The death 
benefit shall be made available to the beneficiary within a 
reasonable time after the Participant's death and in no event later 
than the earliest date benefits would be payable to the Participant if 
his Employment terminated on the date of his death for a reason 
other than death.
			(b)	Form of Benefit.  A Participant's 
beneficiary may request, in writing, on forms approved by, and 
filed with, the Administrator, payment in any optional benefit form 
available under the Plan.
			(c)	Death On or Before Required 
Beginning Date.  The Plan shall distribute as follows the Account 
of a Participant who dies on or before his required beginning date, 
as defined in section 7.4 below:
				(1)	General.  Distribution shall 
occur by the end of the calendar year that contains the fifth 
anniversary of the Participant's death.
				(2)	Spouse as Beneficiary.  
Distribution to the surviving spouse of the Participant shall occur 
no later than the December 31 of the calendar year in which the 
Participant would have attained age 70-1/2.
		7.4	Required Lifetime Distributions.  
Notwithstanding the other provisions of this Article 7, the Plan 
shall distribute each Participant's Account consistent with Code 
section 401(a)(9) and applicable regulations, which the Plan hereby 
incorporates by reference.  Distribution of a Participant's Account 
shall commence no later than his "required beginning date," 
determined as follows:
			(a)	Required Beginning Date.  A 
Participant's required beginning date is the April 1 following the 
calendar year in which he attains age 70-1/2.  The required 
beginning date of a Participant who attained age 70-1/2 before 1988 
is determined in accordance with (1) or (2) below:
				(1)	Non-Five Percent Owner.  The 
required beginning date of a Participant who is not a 5-percent 
owner is the April 1 following the calendar year in which the later 
of the termination of his Employment or attainment of age 70-1/2 
occurs.
				(2)	Five Percent Owner.  The 
required beginning date of a Participant who is a 5-percent owner 
during any year beginning after December 31, 1979 is the April 1 
following the later of (A) the calendar year in which the Participant 
attains age 70-1/2 or (B) the earlier of [i] the calendar year with or 
within which ends the Plan Year during which the Participant 
becomes a 5-percent owner or [ii] the calendar year in which the 
Participant's Employment terminates.
				For purposes of this section, a 
Participant is a "5-percent owner," within the meaning of Code 
section 416(i), if the Participant is a 5-percent owner at any time 
during the Plan Year ending with or within the calendar year in 
which he attains age 66-1/2 or any subsequent Plan Year.  Once 
distributions for the Plan have begun to a 5-percent owner, such 
distributions shall continue, even if the Participant ceases to be a 
5-percent owner in a subsequent year.
			(b)	Amount Required to be Distributed.  
The required distribution paid each calendar year beginning with 
the first distribution calendar year shall not equal less than the 
quotient obtained upon dividing the Participant's Account by the 
lesser of (1) the applicable life expectancy, or (2) if the beneficiary 
is not the Participant's spouse, the applicable minimum distribution 
incidental benefit divisor determined from the table recited in 
Q&A-4 of proposed regulation section 1.401(a)(9)-2.  The 
"applicable life expectancy" is the life expectancy (or joint and last 
survivor expectancy) calculated using the attained age of the 
Participant (or designated beneficiary) as of the Participant's (or 
designated beneficiary's) birthday in the first distribution calendar 
year reduced by one in each year thereafter.  The Participant may 
elect to recalculate his life expectancy and/or that of his spouse, 
provided such election is irrevocable and is made prior to the 
Participant's required distribution date.
				A Participant's Account is determined 
as of the last Valuation Date in the calendar year immediately 
preceding the calendar year for which a distribution is required, 
adjusted as follows:  Increased by the amount of any contributions 
or Forfeitures, if any, allocated to the Account as of dates in such 
calendar year after the Valuation Date and decreased by 
distributions made in such calendar year after the Valuation Date.
		7.5	Qualified Domestic Relations Orders.  Upon 
receipt of a domestic relations order issued by a court of competent 
jurisdiction with respect to a Participant's interest in the Plan, the 
Administrator shall determine whether such domestic relations 
order constitutes a qualified domestic relations order (as defined in 
Code section 414(p)(1), a "QDRO").  The Administrator shall 
establish reasonable procedures to determine the qualified status of 
a domestic relations order and to administer distributions mandated 
by a QDRO.
			If the Administrator determines that the 
domestic relations order is a QDRO, an alternate payee as defined 
in Code section 414(p)(8) may receive distributions in a single 
lump sum, or direct rollover if the alternate payee is the 
Participant's former spouse, commencing as if the Participant 
experienced a termination of Employment as of the date of the 
order as described in section 7.1.  Distributions made pursuant to 
this section may occur without regard to the age or the employment 
status of the Participant.  Except as provided by this section, a 
distribution pursuant to a QDRO shall not include any type of 
benefit or payment option not otherwise payable by the Plan.  If the 
Administrator has notice that a QDRO is being or may be sought 
but has not received the QDRO, the Administrator shall not, unless 
requested in writing by the Participant, delay payment of a benefit 
to a Participant which would otherwise be due.  If the 
Administrator has determined that an order is not a QDRO and all 
comment and appeal periods have expired, the Administrator shall 
not, unless requested in writing by the Participant, delay payment to 
a Participant which otherwise would be due even if the 
Administrator has notice that the party claiming to be an alternate 
payee or the Participant is attempting to correct any deficiencies in 
the order.
		7.6	Loans.  The Plan shall, pursuant to the 
provisions of this section and a uniform nondiscriminatory policy 
applied by the Administrator, extend loans to Participants secured 
by the borrowing Participants' Account.
			(a)	Eligible Participants.  The term 
"Participant," for purposes of this section, includes a former 
Participant who is a party-in-interest as defined in section 3(14) of 
the Employee Retirement Income Security Act of 1974.  If the 
Employer is an S-Corporation within the meaning of Code 
section 1361, no individual holding a 5-percent or greater interest 
in the outstanding stock of the Employer may borrow pursuant to 
this Article 7.  No owner-employee or a member of the family of 
the owner-employee may borrow pursuant to this Article 7.  An 
"owner-employee" means an employee who (1) owns the entire 
interest in an unincorporated trade or business or (2) in the case of a 
partnership, a partner who owns more than 10% of either the capital 
interest or profits interest in such partnership.
			(b)	Loan Privilege.  To obtain a loan, a 
Participant must apply in writing on forms approved by the 
Administrator.  The Administrator shall direct the Trustee to extend 
a loan from the Trust Fund upon a Participant satisfying the 
requirements of this section.  Processing the loan application, after 
receipt of all necessary material from the Participant, shall extend 
no more than 45 days.  Prior to October 1, 1996, loans shall be 
available only if needed for one or more purposes that are deemed 
to be a hardship as determined pursuant to section 7.7 below.
			(c)	Funding of a Loan/Loan Accounts.  
Upon approval of a loan request, the Administrator shall liquidate 
all or a portion of the Participant's investments held in his Account 
in the order prescribed by rules of the Administrator.  If any 
subaccount to be liquidated is invested in more than one fund, the 
amount of a particular fund that is to be liquidated shall be the 
product of the total amount to be liquidated under the Account and 
a fraction with a numerator equal to the amount of the Account 
invested in the fund and a denominator equal to the total balance 
credited to the Account.  The proceeds from the liquidation shall be 
credited to a loan account, which shall be a subaccount of the 
Participant's Accounts.  A loan account shall be deemed to be 
invested only in a loan to the Participant and shall be increased by 
interest at the rate described in paragraph (f) and decreased by the 
portion of each payment allocable to the loan account pursuant to 
paragraph (g).  A promissory note signed by a Participant and 
secured by no more than 50-percent of the vested Account balance 
of the Participant determined at any time during the term of the 
loan or, if greater, as of the date of the loan (plus, possibly, other 
collateral) must evidence the loan.
			(d)	Amount.  The Administrator shall not 
approve a loan to a Participant for a principal amount less than 
$1,000 or for a principal amount which exceeds the lesser of:  
(1) $50,000 reduced by the highest unpaid balance of all the 
Participant's loans from the Plan, if any, (principal and accrued 
interest) during the period beginning on the date that is one year 
prior to the day before the loan was made and ending on the date of 
the new loan; or (2) 50% of the vested portion of the Participant's 
Account reduced by any unpaid balance (principal and accrued 
interest) of any Participant loans from the Plan on the date of the 
new loan.  The limitations recited in this paragraph apply to the 
aggregate of all loans from all plans of the Employer or other 
members of the controlled group of which the Employer is a 
member, pursuant to Code sections 414(b), (c), (m) and (o).
			(e)	Frequency of Loans.  Effective 
October 1, 1996, a Participant may have no more than one 
outstanding loan from the Plan at any time.
			(f)	Interest Rate.  Any loan to a Participant 
shall bear a reasonable rate of interest which provides the Plan with 
a return commensurate with the interest rates charged by persons in 
the business of lending money for loans which would be made 
under similar circumstances.  In accordance with this requirement, 
interest on the loan shall equal two-percent (200 basis points) 
greater than the prime rate in effect at the time of extending the 
loan by the Trustee, if a bank or, if not, by the bank affiliated with 
the Trustee or, if none, by the Employer's principal bank.
			(g)	Repayment.  Repayment of the loan 
shall occur in at least substantially level quarterly payments of 
principal and interest.  If a Participant's pay is insufficient to make 
payments in full, the amount of the deficiency shall be paid 
monthly by the Participant.  The portion of each payment which is 
attributable to repayment of the principal of a loan shall be applied 
toward the reduction of a Participant's loan account in the order of 
subaccounts which is converse to that prescribed in paragraph (c) 
above and shall be invested in accordance with the Participant's 
current investment direction.
			(h)	Term of Loan.  The term of a loan shall 
end on the earlier of:
				(1)	the Participant's termination of 
Employment;
				(2)	an annual anniversary of the date 
of the loan, as elected by the Participant, but not beyond five years 
from the date of the loan; or
				(3)	an annual anniversary of the date 
of the loan, as elected by the Participant, if the loan is made to 
acquire any dwelling unit which is, or within a reasonable time is to 
be, used as the principal residence of the Participant, but not 
beyond 10 years from the date of the loan.
				 A Participant may request a shorter 
repayment period provided such request does not, in the judgment 
of the Administrator, place an unreasonable administrative burden 
upon the Plan, the Administrator or the Trustee.
				A Participant's loan shall immediately 
become due and payable if such Participant terminates employment 
for any reason or fails to make a payment as provided in the loan 
agreement.  If the Participant terminates employment, the Employer 
shall immediately request payment of principal and interest on the 
loan.  If the Participant refuses payment following termination, the 
Employer shall reduce the Participant's vested Account balance by 
the remaining principal and interest on his or her loan.  If the 
Participant's vested Account balance is less than the amount due, 
the Employer shall take whatever steps are necessary to collect the 
balance due directly from the Participant.  However, no foreclosure 
on the Participant's note or attachment of the Participant's account 
balance will occur until a distributable event occurs in the Plan.
			(i)	Loan Fee.  The Administrator may 
charge the Participant or the Participant's Account a one-time 
charge to cover the administrative costs of establishing and 
processing a loan.  The amount of such fee shall be set on a 
uniform basis by the Administrator.
		7.7	Hardship Withdrawals - Elective 
Contributions.  A Participant may withdraw up to 80% of his 
Elective Contributions Account attributable to elective 
contributions upon appropriate notice to the Administrator if the 
withdrawal results from a "hardship."  A withdrawal will be 
deemed to result from a "hardship" if the distribution:
			(a)	Is for the purpose of:
				(1)	The payment of medical 
expenses described in Code section 213(d) incurred by the 
Participant, his spouse or dependents or necessary for these persons 
to obtain medical care described in Code section 213(d);
				(2)	Costs directly related to the 
purchase (excluding mortgage payments) of a principal residence 
for the Participant;
				(3)	The payment of tuition, related 
educational fees, and room and board expenses for the next 
12 months of post-secondary education for the Participant, his 
spouse or dependents;
				(4)	The need to prevent the eviction 
from, or mortgage foreclosure of, the Participant's principal 
residence; or
				(5)	Any other purpose specified by 
the Internal Revenue Service as a deemed immediate and heavy 
financial need.
			(b)	Satisfies all of the following:
				(1)	The distribution does not exceed 
the amount of the financial need, including any amount necessary 
to pay taxes or penalties reasonably anticipated to result from the 
distribution;
				(2)	The Participant has obtained all 
distributions (other than hardship withdrawals) and all nontaxable 
loans currently available pursuant to this Plan or any other plan 
maintained by the Employer;
				(3)	The Participant cannot make 
elective contributions and employee after-tax contributions 
pursuant to this Plan or any other qualified or nonqualified plan of 
deferred compensation (excluding health or welfare plans) 
maintained by the Employer for at least 12 months after receipt of 
the withdrawn amount; and
				(4)	The Participant's elective 
contributions made in the calendar year immediately following the 
calendar year in which the withdrawal is received do not exceed the 
$7,000 limit of Code section 402(g) (as adjusted) in effect for such 
calendar year, less the Participant's elective contributions made in 
the calendar year in which the withdrawal was received.
					In addition to the above 
requirements, the Administrator shall obtain a representation from 
the Participant stating that the Participant has made a reasonable 
attempt to secure a loan for the amount of the financial need from 
commercial sources and understands that the amount to be 
distributed on account of hardship may be subject to 10-percent 
excise tax for early distribution.
		7.8	Withdrawals At or After Age 59-1/2.  On or 
after attaining age 59-1/2, a Participant may withdraw all or any 
portion of his Account upon written notice to the Administrator.  If 
a withdrawal is made pursuant to this section 7.8, the Participant 
may, to the extent the Account is invested in Company stock, elect 
to receive whole shares of Company stock with cash for fractional 
shares.

ARTICLE 8
Administration of the Plan
		8.1	Appointment of Separate Administrator.  The 
Company may appoint a separate Administrator.  Any person, 
including, but not limited to, employees of the Employer, shall be 
eligible to serve as Administrator.  Two or more persons may form 
a committee to serve as Administrator.  Persons serving as 
Administrator may resign by written notice to the Company and the 
Company may appoint or remove such persons.  An Administrator 
consisting of more than one person shall act by a majority of its 
members at the time in office, either by vote at a meeting or in 
writing without a meeting.  Effective June 15, 1994, the members 
of the Committee shall be the Company President, Secretary, 
Senior Vice President, Employee Benefits Manager and Vice 
President of Labor Relations.  A majority of the Committee shall 
constitute a quorum and a majority of the quorum shall be 
necessary for Committee action.  The Administrator may act by 
unanimous consent in writing without a meeting.
			An Administrator consisting of more than one 
person may authorize any one or more of its members to execute 
any document or documents on behalf of the Administrator, in 
which event the Administrator shall notify the Trustee of the 
member or members so designated.  The Trustee shall accept and 
rely upon any document executed by such member or members as 
representing action by the Administrator until the Administrator 
shall file with the Trustee a written revocation of such designation. 
 No person serving as Administrator shall vote or decide upon any 
matter relating solely to himself or solely to any of his rights or 
benefits pursuant to the Plan.  If the Company fails to name such 
person or persons, the Company shall be the Administrator.
		8.2	Powers and Duties.  The Administrator shall 
administer the Plan in accordance with its terms and shall discharge 
its duties with the care, skill, prudence and diligence under the 
circumstances then prevailing that a prudent man acting in a like 
capacity and familiar with such matters would use in the conduct of 
an enterprise of a like character and with like aims.  The 
Administrator shall have full and complete authority and control 
with respect to Plan operations and administration unless the 
Administrator allocates and delegates such authority or control 
pursuant to the procedures stated in subsection (b) or (c) below.  
Any decisions of the Administrator or its delegate shall be final and 
binding upon all persons dealing with the Plan or claiming any 
benefit under the Plan.  The Administrator shall have all powers 
which are necessary to manage and control Plan operations and 
administration including, but not limited to, the following:
			(a)	To employ such accountants, counsel or 
other persons as it deems necessary or desirable in connection with 
Plan administration.  The Trust Fund shall bear the costs of such 
services and other administrative expenses, unless paid by the 
Company or Employer.
			(b)	To designate in writing persons other 
than the Administrator to perform any of its powers and duties 
hereunder including, but not limited to, Plan fiduciary 
responsibilities (other than any responsibility to manage or control 
the Plan assets).
			(c)	To allocate in writing any of its powers 
and duties hereunder, including but not limited to fiduciary 
responsibilities (other than any responsibility to manage or control 
the plan assets) to those persons who have been designated to 
perform Plan fiduciary responsibilities.
			(d)	To construe and interpret the Plan in a 
discretionary manner, including the power to construe disputed 
provisions.
			(e)	Subject to Article 10, to resolve all 
questions arising in the administration, interpretation and 
application of the Plan, including, but not limited to, questions as to 
the eligibility or the right of any person to a benefit.
			(f)	To adopt such by-laws, rules, 
regulations, forms and procedures from time to time as it deems 
advisable and appropriate in the proper administration of the Plan.
			(g)	To receive from the Company or from 
Participants such information as shall be necessary for the proper 
administration of the Plan.
			(h)	To furnish, upon request, such annual 
reports with respect to the administration of the Plan as are 
reasonable and appropriate.
			(i)	To receive from the Trustee and review 
reports of the financial condition and receipts and disbursements of 
the Trust Fund.
			(j)	To prescribe procedures to be followed 
by any person in applying for distributions pursuant to the Plan and 
to designate the forms or documents, evidence and such other 
information as the Administrator may reasonably deem necessary, 
desirable or convenient to support an application for such 
distribution.
			(k)	To issue directions to the Trustee, and 
thereby bind the Trustee, concerning all benefits to be paid 
pursuant to the Plan.
			(l)	To apply consistently and uniformly the 
Committee rules, regulations and determinations to all Participants 
and beneficiaries in similar circumstances.
		8.3	Records and Notices.  The Administrator shall 
keep a record of all its proceedings and acts and shall maintain all 
such books of accounts, records and other data as may be necessary 
for proper plan administration.  The Administrator shall notify the 
Trustee of any action taken by the Administrator which affects the 
Trustee's Plan obligations or rights and, when required, shall notify 
any other interested parties.
		8.4	Compensation and Expenses.  The expenses 
incurred by the Administrator in the proper administration of the 
Plan shall be paid from the Trust Fund.  The Employer may elect to 
pay such expenses directly.  An Administrator who is an employee 
of the Employer shall not receive any fee or compensation for 
services rendered.
		8.5	Limitation of Authority.  The Administrator 
shall not add to, subtract from or modify any of the terms of the 
Plan, change or add to any benefits prescribed by the Plan, or waive 
or fail to apply any Plan requirement for benefit eligibility.
		8.6	Voting of Company Shares.  The 
Administrator shall furnish to each Participant who has Company 
stock allocated to his Account, notice of the date and purpose of 
each meeting of the stockholders of the Company at which 
Company stock are entitled to be voted.  The Administrator shall 
request from each such Participant instructions as to the voting at 
that meeting of Company stock allocated to his Account.  If the 
Participant furnishes such instructions within the time specified in 
the notification given to him, the Trustee shall vote such Company 
stock in accordance with the Participant's instructions, provided 
such Participant has not been improperly influenced so as to affect 
his instructions.  All Company stock allocated to Accounts as to 
which the Trustee does not receive voting instructions as specified 
above and all unallocated Company shares held by the Trustee shall 
be voted by the Trustee in its discretion and in accordance with its 
fiduciary duties under ERISA; however, the Trustee, in the exercise 
of its fiduciary duties under ERISA, may determine that is should 
vote the Company stock in some other manner.

			Similarly, the Administrator shall furnish to 
each Participant who has Company stock allocated to his Account 
notice of any tender offer for, or a request or invitation for tenders 
of, Company stock made to the Trustee.  The Administrator shall 
request from each such Participant instructions as to the tendering 
of Company stock allocated to his Account, and for this purpose, 
the Participants shall be provided with a reasonable period of time 
in which they may consider any such tender offer for, or request or 
invitation for tenders of, Company stock. The Trustee shall tender 
the Company stock as to which the Trustee has received 
instructions to tender from Participants within the time specified, 
provided such Participants have not been improperly influenced so 
as to affect their instructions. As to all Company stock allocated to 
Accounts as to which the Trustee has not received instructions from 
Participants and as to all unallocated Company shares held by the 
Trustee, the Trustee may tender the same proportion thereof as the 
Company stock as to which the Trustee has received instructions 
from Participants to tender bear to all Company stock with respect 
to which the Trustee has received instructions from Participants to 
tender and not to tender, however the Trustee in the exercise of its 
fiduciary duties under ERISA, may determine it must act otherwise.

			The Administrator shall, along with each 
notice of the date and purpose of each meeting and each notice of 
any tender offer for, or a request or invitation for tenders of, 
Company stock made to the Trustee, cause to be furnished to each 
Participant a copy of the proxy solicitation material, copies of all 
materials distributed to stockholders of the Company in connection 
with any tender or exchange offer, and any other information which 
would reasonably be necessary to enable each Participant to make 
an informed voting or tender decision.

ARTICLE 9
Administration of the Trust
		9.1	Appointment of Trustee.  The Company shall 
appoint one or more Trustees to receive and hold in trust all 
contributions, and Income, paid into the Trust Fund.  The Company 
may remove the Trustee or the Trustee may resign and a successor 
trustee shall be appointed all pursuant to the requirements and 
procedure recited in the Trust Agreement.
		9.2	Authorization for Trust Agreement.  The 
Company shall enter into an agreement with the Trustee to provide 
for the administration of the Trust Fund.  In accordance with the 
provisions of the agreement, the Company shall have the right at 
any time, and from time to time, to amend the agreement.
		9.3	Participant Direction of Investment of 
Account.
			(a)	Investment of Funds.  The Company, 
upon written request of a Participant and in accordance with its 
uniform and nondiscriminatory rules, may authorize Participants to 
direct the investment of all or part of their Account in such funds as 
the Company may select.  The Participants' directions shall bind the 
Trustee unless and until the Company amends or revokes the 
authorization for investment direction by Participants.  If the 
Trustee acts at the direction of a Participant, the Employer, its 
board of directors, officers and employees, the Administrator and 
the Trustee shall not be liable or responsible for any loss resulting 
to the Trust Fund or to any Account or for any breach of fiduciary 
responsibility by reason of any act done pursuant to the direction of 
the Participant.
			(b)	Investment Elections.
				(1)	Participants may choose to 
invest their Account among the available investment vehicles in 
any whole percentage of at least 5%.  Investment in Company stock 
shall be limited to a maximum of 25%.  Elections shall be made in 
a manner prescribed by the Administrator and verified in writing or 
as otherwise approved by the Administrator.  Once filed, a 
Participant's verified election will remain in effect until amended or 
discontinued pursuant to this paragraph.  If a Participant fails to 
direct the investment of all or any portion of his Account, such 
amount shall be invested in the fund(s) uniformly designated by the 
Administrator on behalf of the Participant.
				(2)	Changes to Investment 
Elections,
					(A)	Effective On or After 
October 1, 1996.  A Participant may change his investment election 
as to further contributions and Income therein pursuant to rules 
prescribed by the Administrator.  A Participant may change his 
investment election as to his existing Account pursuant to rules 
prescribed by the Administrator.
					(B)	Effective Prior to 
October 1, 1996.  A Participant may change his investment election 
as to further contributions and Income therein as of every Plan Year 
quarter or pursuant to rules prescribed by the Administrator.  A 
Participant may change his investment election as to his existing 
Account as of every Plan Year quarter or pursuant to rules 
prescribed by the Administrator.
		9.4	Funding Policy.  The funding policy for the 
Plan hereby requires the Trustee to invest and reinvest the Trust 
Fund for the exclusive benefit of Plan Participants and their 
beneficiaries in any combination of corporate stocks, including 
stock of the Company (if otherwise allowed), bonds, instruments of 
indebtedness, insurance contracts (if otherwise allowed), 
government securities, loans to Participants (if otherwise allowed), 
bank deposits and the Trustee's common trust funds or pooled 
investment funds, if any, as the Trustee deems appropriate for the 
Plan and consistent with applicable law.

ARTICLE 10
Claims Procedure
		10.1	Application for Benefits.  Any person entitled 
to benefits must file a written claim with the Administrator on 
forms provided by the Administrator.  Such application shall 
include all information and evidence the Administrator deems 
necessary to properly evaluate the merit of and to make any 
necessary determinations on a claim for benefits.  Unless special 
circumstances exist, a Participant shall be informed of the decision 
on his claim within 90 days of the date all the information and 
evidence necessary to process the claim is received.  Within such 
90-day period, he shall receive a notice of the decision or a notice 
that explains the special circumstances requiring a delay in the 
decision and sets a date, no later than 180 days after all the 
information and evidence necessary to process his claim have been 
received, by which he can expect to receive a decision.
			The claimant may assume that the claim has 
been denied and may proceed to appeal the denial if the claimant 
does not receive any notice from the Administrator within the 
90-day period, or a notice of a delayed decision within such 90 day 
period.
		10.2	Notice of Denied Claim for Benefits.  If a 
claim for benefits is partially or wholly denied, the claimant will 
receive a notice that:  states the specific reason or reasons for 
denial; refers to provisions of the Plan documents on which the 
denial is based; describes and explains the need for any additional 
material or information that the claimant must supply in order to 
make his claim valid; and explains the steps that must be taken to 
submit his claim for review.
		10.3	Review of Denied Claim.  A claimant may file 
a written appeal of a denied claim with the Administrator within 
60 days after receiving notice that his claim has been denied, 
including any comments, statements or documents he may wish to 
provide.  The claimant may review all pertinent Plan documents 
upon reasonable request to the Administrator.  Within 60 days after 
the submission of the written appeal, the Administrator shall render 
a determination on the appeal of the claim in a written statement.  
The written decision shall contain the reason or reasons for the 
decision and refer to specific Plan provisions on which the decision 
is based.  If special circumstances require a delay in the decision, 
the Administrator shall notify the claimant of the reasons for the 
delay within the 60-day period.  A delayed decision shall be issued 
no later than 120 days after the date the Administrator receives a 
request for review.  The determination rendered by the 
Administrator shall be binding upon all parties.

ARTICLE 11
Amendment and Termination
		11.1	Amendment or Restatement.  The Company 
may amend or restate the Plan at any time and from time to time.  
No amendment or restatement shall authorize any part of the Trust 
Fund, other than amounts which are necessary to pay taxes and 
administration expenses, to be used for or diverted to purposes 
other than for the exclusive benefit of the Participants or their 
beneficiaries or estates.  No amendment or restatement shall be 
construed to:  (1) Reduce a Participant's Account balance 
determined as of the date immediately preceding the effective date 
of the amendment or restatement; (2) Reduce or eliminate any 
benefit protected by Code section 411(d)(6); or (3) Cause or permit 
any portion of the Trust Fund to revert to, or become property of, 
the Company.  No amendment which affects the rights, duties or 
responsibilities of the Trustee shall be effective without the 
Trustee's written consent.  The provisions of the Plan as in effect at 
the time of a Participant's termination of Employment shall control 
as to that Participant, unless otherwise specified in the Plan.  If the 
Company amends the Plan to no longer reflect the provisions of the 
volume submitter master document, the Plan may be considered an 
individually designed plan.
		11.2	Termination and Discontinuance of 
Contributions.  The Company reserves the right to terminate the 
Plan at any time with respect to any or all Participants.  Any 
participating Employer shall be permitted to discontinue or revoke 
its participation in the Plan.  Upon discontinuance of Plan 
contributions or full or partial termination of the Plan, the Account 
of each affected Participant shall become fully vested and 
nonforfeitable.  The Company shall provide the Trustee with 
written notification of the full or partial termination of the Plan.  In 
the event of full or partial termination, the Employer's liability to 
pay plan benefits shall be strictly limited to assets of the Trust 
Fund.  No one shall have any claim against the Company to provide 
any or all of the plan benefits regardless of the sufficiency of the 
Trust Fund, except as otherwise required by law.  The termination 
of the Plan shall not result in the reduction of any benefit protected 
by Code section 411(d)(6), except to the extent permitted by 
applicable Treasury regulations.
		11.3	Distribution Upon Termination.  If the Plan 
terminates pursuant to section 11.2, and the Company does not 
merge the assets of the Plan with another qualified plan or continue 
the Plan as a "wasting trust" by satisfying all ongoing plan 
qualification rules, the Company shall distribute each Participant's 
Account in a lump sum; provided, however, if the Employer (or 
any member of a controlled group within the meaning of Code 
sections 414(b), (c), (m) and (o) which the Employer is a member) 
establishes or maintains at any time within the 24-month period 
beginning 12 months before the time of termination another defined 
contribution plan, other than an employee stock ownership plan or 
simplified employee pension (as defined in Code section 408(k)) 
which covers 2% or more of the employees covered under the Plan 
at the time of termination, each Participant's Account shall be 
transferred to such other defined contribution plan.  Participant 
consent to such a transfer shall be required only if transfer of the 
Participant's Account results in an elimination or reduction of Code 
section 411(d)(6) protected benefits.   Participant consent shall not 
be required if Participants' Accounts are to be paid in a lump sum.

			If the Company freezes the Plan as a result of a 
sale of all of the Company's assets or terminates the Plan pursuant 
to section 11.2 above, no distributions shall be made to Participants 
who continue employment with the successor employer that 
purchased the assets until the Plan receives a favorable 
determination letter from the Internal Revenue Service with respect 
to the termination.
		11.4	Merger, Consolidation or Transfer of Assets 
and Liabilities.  Upon any merger or consolidation with, or a 
transfer of assets or liabilities to another plan, each Participant is 
entitled to receive a benefit immediately after such event which is 
equal to or greater than the benefit he would have been entitled to 
receive if the Plan had terminated immediately prior to such event.  
Any such transfer, merger or consolidation must not otherwise 
result in the elimination of any benefit protected by Code 
section 411(d)(6).
		11.5	Distribution Upon Disposition of Assets of 
Subsidiary.  Notwithstanding the distribution rules of Article 7, a 
Participant's Account may be distributed in a lump sum in the event 
of the disposition of at least 85% of the assets of the Employer 
(within the meaning of Code section 409(d)(2)), or, if the Employer 
is a subsidiary of the Company, the disposition by the Company of 
its interests in the Employer (within the meaning of Code 
section 409(d)(3)) to an unrelated entity provided (1) the Company 
or Employer continues to maintain the Plan, and (2) the Participant 
continues employment with the corporation acquiring such assets or 
such subsidiary.
		11.6	Successor Employer.  Any successor to the 
business of the Employer may, with the written consent of the 
Company, continue the Plan and Trust.  Such successor shall 
succeed to all the rights, powers and duties of the Employer.  The 
Employment of any employee of the Employer who continues in 
the employ of the successor shall not be deemed to have been 
terminated or severed for any purpose of the Plan.

ARTICLE 12
General Provisions
		12.1	Limitation on Liability.  In no event shall the 
Company, Employer, Administrator or any employee, officer or 
director of the Company or Employer incur any liability for any act 
or failure to act unless such act or failure to act constitutes a lack of 
good faith, willful misconduct or gross negligence with respect to 
the Plan or Trust Fund.
		12.2	Indemnification.  The Trust Fund shall 
indemnify the Administrator and any employee, officer or director 
of the Employer against all liabilities arising by reason of any act or 
failure to act unless such act or failure to act is due to such person's 
own gross negligence or willful misconduct or lack of good faith in 
the performance of his duties to the Plan or Trust Fund.  Such 
indemnification shall include, but not be limited to, expenses 
reasonably incurred in the defense of any claim, including attorney 
and legal fees, and amounts paid in any settlement or compromise; 
provided, however, that indemnification shall not occur to the 
extent that it is not permitted by applicable law.  If Trust Fund 
assets are insufficient or indemnification is not permitted by 
applicable law, the Employer shall indemnify such person.  
Indemnification shall not be deemed the exclusive remedy of any 
person entitled to indemnification pursuant to this section.  The 
indemnification provided hereunder shall continue as to a person 
who has ceased acting as a director, officer, member, agent or 
employee of the Administrator or as an officer, director or 
employee of the Employer, and such person's rights shall inure to 
the benefit of his heirs and representatives.
		12.3
	Compliance with Employee Retirement Income Security Act 
of 1974.  Notwithstanding any other provisions of this Plan, a 
fiduciary or other person shall not be relieved of any responsibility 
or liability for any responsibility, obligation or duty imposed upon 
such person pursuant to the Employee Retirement Income Security 
Act of 1974, as amended from time to time.
		12.4	Nonalienation of Benefits.  Except with 
respect to any indebtedness owing to the Trust Fund, payments 
required pursuant to a qualified domestic relations order as defined 
by the Code, or as otherwise permitted by law, benefits payable by 
the Plan shall not be subject to anticipation, alienation, sale, 
transfer, assignment, pledge, encumbrance, charge, garnishment, 
execution or levy, either voluntary or involuntary.  Any attempt to 
anticipate, alienate, sell, transfer, assign, pledge, encumber, charge 
or otherwise dispose of any right to Plan benefits shall be void.
		12.5	Employment Not Guaranteed by Plan.  The 
establishment of this Plan, its amendments and the granting of a 
benefit pursuant to the Plan shall not give any Participant the right 
to continued Employment with the Employer, or limit the right of 
the Employer to dismiss or impose penalties upon the Participant or 
modify the terms of Employment of any Participant.
		12.6	Form of Communication.  Any election, 
application, claim, notice or other communication required or 
permitted to be made by or to a Participant, the Administrator or 
Company shall be made in such form as the Administrator or 
Company shall prescribe.  A communication shall be effective upon 
mailing if sent first class, postage prepaid and addressed to the 
Administrator or Company at the principal office of the 
Administrator or Company or to the Participant at his last known 
address.
		12.7	Facility of Payment.  If a Participant's duly 
qualified guardian or legal representative makes claim for any 
amount owing to the Participant, the Trustee shall pay the amount 
to which the Participant is entitled to such guardian or legal 
representative.  In the event a distribution is to be made to a minor, 
the Administrator may direct that such distribution be paid to the 
legal guardian, or if none, to a parent of such minor or an adult with 
whom the beneficiary maintains his residence, or to the custodian 
for such beneficiary under the Uniform Gift to Minors Act if 
permitted by the laws of the state in which the beneficiary resides.  
Any payment made pursuant to this section in good faith shall be a 
payment for the Account of the Participant and shall be a complete 
discharge from any liability of the Fund or the Trustee.
		12.8	Location of Participant or Beneficiary 
Unknown.  If the Administrator is unable to pay benefits from the 
Plan to any Participant or beneficiary due to the Administrator's 
inability to locate such Participant or beneficiary, after forwarding a 
registered letter, return receipt requested, to the last known address 
of such Participant or beneficiary and after further diligent effort, 
the amount to be distributed shall be treated as a Forfeiture.  If the 
Participant or beneficiary is located subsequent to the allocation of 
the Forfeiture, the forfeited amount should be restored, first from 
Forfeitures, if any, then Income and, last, as an additional Employer 
contribution.  In the event a Participant or beneficiary cannot be 
located upon termination of the Plan, any amount payable to such 
Participant or beneficiary shall be transferred at the earliest possible 
date to the state of the Participant's or beneficiary's last known 
address pursuant to the terms of that State's abandoned property 
law.  Upon such transfer, the Employer, Administrator and Trustee 
shall have no further liability for the amount so transferred.
		12.9	Service in More Than One Fiduciary Capacity. 
 Any individual, entity or group of persons may serve in more than 
one fiduciary capacity with respect to the Plan and Trust Fund.
		12.10	Offset.  In the event any payment is made by 
the Trustee to any individual who is not entitled to such payment, 
the Trustee shall have the right to reduce future payments due to 
such individual by the amount of any such erroneous payment.  
This right of offset, however, shall not limit the rights of the 
Trustee to recover such overpayments in any other manner.

EAGLE FOOD CENTERS, INC.
401(k) PLAN FOR 
COLLECTIVELY BARGAINED EMPLOYEES
EIN:  36-3548019  PIN:  003
	The following cover letter changes were made to the 401(k) Volume 
Submitter Model Plan in writing the Eagle Food Centers, Inc. 401(k) Plan For 
Collectively Bargained Employees.  The changed text is redlined in its entirety
in the accompanying copy of the Eagle Food Centers, Inc. 401(k) Plan For 
Collectively Bargained Employees document.
ARTICLE 1
	1.2(  ).  Forfeitures.  The definition was changed in its entirety because 
Accounts are 100% vested.
	1.2(n).  Normal Retirement Age.  The word "Age" replaces "Date."  All 
subsequent references within the Plan have been changed accordingly.

ARTICLE 3
	3._.	Allocation of Forfeitures.  
ARTICLE 7
	7._.	Method of Payment.  Stocks
ARTICLE 5
	5.2(a).	Limitations for Defined Benefit and Defined Contribution Plans 
Covering the Same Employee.  "A Participant's annual addition in excess of the 
aggregate limit shall first be reallocated from any defined benefit plan
maintained by the Employer" was added as the last sentence of this subsection.
ARTICLE 12
	12.6.	Form of Communication.  The first sentence in this section is 
changed to "Any election, application, claim, notice or other communication 
required or permitted to be made by or to a Participant, the Administrator or 
Company shall be made in such form as the Administrator or Company shall 
prescribe."

EX-23.A

EXHIBIT 23.a

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Eagle Food Centers, Inc. on Form S-8, relating to 1,000,000 shares of Common
Stock issuable under the Eagle Food Centers, Inc. 401(k) Plan for Collectively
Bargained Employees, of our report dated March 22, 1996 (which expresses an
unqualified opinion and includes an explanatory paragraph relating to the change
of method of accounting for the impairment of long-lived assets and long-lived
assets to be disposed of), appearing in the Annual Report on Form 10-K
of Eagle Food Centers, Inc. for the year ended February 3, 1996.



Davenport, Iowa
January 27, 1997