10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

[  X   ]	Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended March 31, 2001.
	OR
[       ]	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _______________ to _______________.

Commission File Number: 000-31127

SPARTAN STORES, INC.
(Exact Name of Registrant as Specified in Its Charter)

Michigan (State or Other Jurisdiction) of Incorporation or Organization)	38-0593940 (I.R.S. Employer Identification No.)
850 76th Street, SW P.O. Box 8700 Grand Rapids, Michigan (Address of Principal Executive Offices)	49518 (Zip Code)

Registrant's telephone number, including area code: (616) 878-2000

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [  X  ] No [     ]

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

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 11, 2001, was $241,395,641.37.

The number of shares of the registrant's common stock, no par value, outstanding at June 11, 2001, was 19,315,911 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Part III, Items 10, 11, 12 and 13 Proxy Statement for Annual Meeting to be held July 11, 2001

PART I

Item 1.                    Business

General Development

Spartan Stores, Inc. is a premier regional food retailer and distributor based in Grand Rapids, Michigan. As a result of six acquisitions since January 1999, Spartan Stores operates 102 retail grocery stores and 25 deep discount food\drug combination stores in Michigan and Ohio, including Ashcraft's Markets, Family Fare Supermarkets, Food Town, Glen's Markets, Great Day Food Centers, Prevo's and The Pharm stores. Spartan Stores also operates three grocery distribution centers in Michigan and Ohio from which it supplies a comprehensive selection of national brand and private label grocery and related products to more than 350 retail grocery store customers and its own retail stores. In addition to its retail food and grocery distribution businesses, Spartan Stores distributes assorted products to approximately 6,600 convenience stores and other retail locations in eight states and provides real estate services in connection with both its retail and wholesale business operations.

Spartan Stores' business strategy includes growing its retail operations primarily through acquisitions while increasing efficiencies in its distribution operations. Spartan Stores looks to expand its retail operations in the midwestern United States. Continued expansion of the retail grocery business will allow Spartan Stores to more fully realize operational efficiencies throughout its supply chain, expand its geographic coverage and enhance its marketing and merchandising programs. These operational efficiencies will benefit Spartan Stores' own retail grocery stores, as well as the independent food retailers that Spartan Stores supplies.

Spartan Stores operates its company-owned retail grocery stores primarily through two wholly owned subsidiaries, Family Fare, Inc. and Seaway Food Town, Inc., and conducts its grocery distribution business directly through Spartan Stores, Inc. Spartan Stores conducts its other business operations through a number of wholly owned subsidiaries. L&L/Jiroch Company, J.F. Walker Company, Inc. and United Wholesale Grocery Company conduct Spartan Stores' convenience store distribution business. Market Development Corporation operates Spartan Stores' real estate business. Spartan Stores conducts its insurance business through two wholly owned subsidiaries, Spartan Insurance Company, Ltd. and SI Insurance Agency, Inc.

Spartan Stores was originally formed in 1917 under the name Grand Rapids Wholesale Grocery Company. It changed its name to Spartan Stores, Inc. in 1957 and in 1973 converted from a cooperative to a for-profit business corporation. Effective August 2, 2000, Spartan Stores common stock was listed on the National Market System of the Nasdaq Stock Market under the trading symbol "SPTN." Spartan Stores operates on a 52-53 week fiscal year, with the fiscal year ending on the last Saturday in March. The principal executive offices of Spartan Stores are located at 850 76th Street, SW, P.O. Box 8700, Grand Rapids, Michigan 49518. Spartan Stores' telephone number is (616) 878-2000.

Financial information concerning the operating segments of Spartan Stores and its subsidiaries is set forth in Item 8 of this Annual Report on Form 10-K under the heading "Note 13--Operating Segment Information" and is incorporated herein by reference.

Description of Business

Retail Grocery

Spartan Stores operates retail grocery stores throughout western, central, northern and southeastern Michigan and northwestern and central Ohio. Spartan Stores operates 102 retail grocery stores and 25 deep discount food\drug combination stores as a result of six acquisitions beginning in 1999. Spartan Stores continues to operate its grocery stores under their acquired names of Ashcraft's Markets, Family Fare Supermarkets, Food Town, Glen's Markets, Great Day Food Centers and Prevo's. It operates its food\drug combination stores under the name The Pharm. The stores range in size from 17,000 to 65,000 square feet and are located in the geographic areas set forth in the chart below. Many of the stores are located in small metropolitan or rural areas in Michigan and Ohio with a high proportion of locally owned independent grocery stores. While chain grocery stores and mass retailers continue to penetrate these areas, company-owned retail grocery stores benefit from favorable name recognition and geographic niche.

The following table lists the retail banner, geographic region, approximate size and ownership of the retail grocery stores operated by Spartan Stores.

Retail Banner	Number of Stores	Geographic Region	Total Square Feet	Ownership
Ashcraft's Markets	8	Central Michigan	285,000	Leased
Family Fare Supermarkets	13	Western Michigan	629,000	Leased
Food Town	19	Northwestern and Central Ohio and Southeastern Michigan	774,000	Owned
Food Town	27	Northwestern and Central Ohio and Southeastern Michigan	1,182,000	Leased
Pharm Stores	5	Northwestern and Central Ohio and Southeastern Michigan	126,000	Owned
Pharm Stores	20	Northwestern and Central Ohio and Southeastern Michigan	597,000	Leased
Glen's Markets	22	Northern Michigan	897,000	Leased
Great Day Food Centers	3	Western Michigan	167,000	Leased
Prevo's	9	Western and Northern Michigan	286,000	Leased
Prevo's	1	Northern Michigan	34,000	Owned
Total	127		4,977,000

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In addition, Spartan Stores owns a 65 percent interest in a joint venture that operates a grocery store of approximately 45,700 square feet located in southeastern Michigan.

These company-owned stores typically offer dry grocery, produce, dairy products, meat, floral, seafood, health and beauty care, cosmetics, delicatessen and bakery goods. Spartan Stores' larger stores also typically offer pharmacy and banking facilities. In addition to nationally advertised products, the stores carry "Spartan" brand private label items, "Home Harvest," which is Spartan Stores' "value" brand label, and "Bayberry Farms," which is Spartan Stores' premium private label brand.

Grocery Distribution

Spartan Stores' grocery distribution business provides its wholesale customers and company-owned stores with a selection of over 40,000 items, including dry grocery, produce, dairy products, meat, frozen food, seafood, floral, general merchandise, tobacco, pharmacy and health and beauty care items. Spartan Stores supplies its customers with both nationally advertised products and over 2,000 highly recognized "Spartan" brand private label items. Spartan Stores also supplies its customers with "Home Harvest," Spartan Stores' "value" brand and "Bayberry Farms," which is Spartan Stores' premium private label brand. To supply its wholesale customers, Spartan Stores operates a fleet of approximately 112 tractors, 201 conventional trailers and 176 refrigerated trailers, substantially all of which are leased by Spartan Stores.

Spartan Stores also provides its wholesale customers with a broad spectrum of additional services, including:

•	Site identification and market analyses	•	Coupon redemption
•	Store planning and development	•	Product reclamation
•	Marketing, promotion and advertising	•	Printing
•	Technology and information services	•	Merchandising
•	Accounting and tax preparation	•	Real estate services
•	Human resource services

Spartan Stores' grocery distribution business uses approximately 2,541,000 square feet of warehouse, distribution and office space. Spartan Stores supplies its company-owned stores and its wholesale customers from its warehouses located in Grand Rapids and Plymouth, Michigan and Maumee, Ohio. The following table lists the location, approximate size and ownership of the facilities used in Spartan Stores' grocery distribution segment.

Facilities	Locations	Square Feet	Ownership
Dry grocery	Grand Rapids	585,000	Owned
Perishables (refrigerated)	Grand Rapids	307,000	Owned
General merchandise	Grand Rapids	233,000	Owned
General office (including print shop)	Grand Rapids	151,000	Owned
Transportation and salvage	Grand Rapids	55,000	Owned
Warehouse and office	Grand Rapids	52,000	Leased
Dry grocery	Plymouth	416,000	Leased
Reclamation center/support services	Charlotte	80,000	Owned
Grocery and general merchandise	Toledo	16,000	Leased
Grocery and general merchandise	Toledo	133,000	Owned
Grocery and general merchandise	Maumee	513,000	Owned

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Convenience Store Distribution

Spartan Stores' convenience store distribution business provides a selection of confections, tobacco products, specialty foods and other grocery products to approximately 3,800 convenience stores and other retail locations in Michigan, Georgia, Indiana, Kentucky, Ohio, Pennsylvania, Tennessee and West Virginia. Spartan Stores also operates 12 cash and carry outlets in Michigan and Ohio serving approximately 2,800 convenience stores. The following table lists the location, approximate size and ownership of the facilities in Spartan Stores' convenience store distribution business:

Facilities and Number of Warehouses	Locations	Square Feet	Ownership
Warehouse and office	Michigan	180,000	Owned
Transfer stations (8)	Indiana, Ohio, Pennsylvania and Tennessee	27,500	Leased
Warehouses (3)	Kentucky and Ohio	172,500	Owned
Cash and carry warehouses (10)	Michigan	206,000	Owned
Cash and carry warehouse	Michigan	9,000	Leased
Cash and carry warehouse	Ohio	17,600	Owned

Real Estate

Spartan Stores owns eight shopping centers with approximately 580,000 square feet and eight freestanding store locations with approximately 350,000 square feet. Spartan Stores leases these properties to grocery store customers supplied by Spartan Stores and to other retailers. This leased space consists of approximately 719,000 square feet of grocery retail space and approximately 211,000 square feet of other retail space. Each shopping center is substantially full and is anchored by a lease with a retail grocery store, all but one of which are supplied by Spartan Stores. Two of the freestanding stores are vacant and for sale. Spartan Stores also leases a 52,000 square foot distribution center in Hudsonville, Michigan. In addition, Spartan Stores leases 11 sites for sublease to grocery store customers that it supplies. Spartan Stores also owns several parcels of vacant land that it plans to sell or develop.

Insurance Services

On March 3, 2000, Spartan Stores sold Shield Benefit Administrators, Inc., a wholly owned subsidiary that offered third-party insurance claims administration and related services primarily to Spartan Stores' customers. In January 2001, Spartan Stores' board of directors approved management's plan to discontinue the operations of the insurance segment. On January 12, 2001, Spartan Stores sold its insurance agency business, Shield Insurance Services, Inc., effective December 31, 2000. Spartan Stores still retains the underwriting, safety and claims component of Shield Insurance Services, which now operates under the name SI Insurance Agency, Inc.

Spartan Stores is continuing to evaluate alternatives for Spartan Insurance Company, Ltd., which is incorporated and licensed as an insurance company in Bermuda. It issues policies of another insurance carrier through a fronting agreement under which Spartan Insurance Company insures some of the coverage limits and reinsures the balance of the coverage limit with reinsurance companies.

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Competition

Spartan Stores' retail grocery and distribution businesses are characterized by intense competition and low profit margins. The principal competitive factors in the retail industry that face the company-owned stores and the independent retail stores supplied by Spartan Stores include the location and image of the store; the price, quality and variety of products; and the quality and consistency of service. The principal competitive factors facing Spartan Stores in the distribution industry are price, product quality and variety and service. Spartan Stores believes that both it and the customers it supplies are generally competitive in their markets.

Spartan Stores' company-owned stores and the independent retail grocery stores supplied by Spartan Stores all compete with other retail grocery stores and with several large chain stores that have integrated wholesale and retail operations, including Farmer Jack and Kroger stores. These stores also compete with mass merchandisers such as Meijer, Inc., Wal-Mart Stores, Inc. and Kmart Corporation, limited assortment stores, wholesale membership clubs such as Sam's Club (a unit of Wal-Mart Stores, Inc.) and Costco Companies, Inc., convenience stores, shop-at-home services, restaurants and fast food businesses. Spartan Stores' success is in large part dependent upon the ability of its company-owned stores and the other grocery stores it supplies to compete with these grocery store and convenience store chains. Some of these companies have greater assets and larger sales volume than Spartan Stores and its wholesale customers.

Spartan Stores' grocery distribution business competes with a number of grocery wholesalers, including SUPERVALU, Inc., Fleming Companies, Inc., Roundy's, Inc. and Nash Finch Company. Spartan Stores' convenience store distribution business competes with a number of convenience store wholesalers, including EBY Brown Company, McLane Company, Inc. and S. Abraham and Sons, Inc. The distribution business also competes with a number of other businesses that market their products directly to food retailers. Some of these companies have greater assets and larger sales volume than Spartan Stores.

According to industry sources, company-owned stores and the independent grocery stores supplied by Spartan Stores together account for approximately 19 percent of all grocery sales in Michigan and 2.2 percent of all grocery sales in Ohio. These stores account for approximately 35.4 percent of all grocery sales in western Michigan (a 20 county market area), 13 percent of sales in eastern and southern Michigan (a 27 county market area), 38.3 percent of sales in northern Michigan (a 36 county market area), and 12.1 percent of sales in northwestern Ohio (a 31 county market area).

Grocery Distribution Customers

Spartan Stores' grocery store distribution segment supplies the company-owned stores and a diverse group of independent grocery store operators that range from single stores to supermarket chains with as many as 21 stores. Each grocery distribution customer has entered into a customer agreement with Spartan Stores. In addition, Spartan Stores from time to time enters into loan agreements, leases, guarantees and other agreements under which some of its grocery distribution customers agree to purchase a minimum percentage of products from Spartan Stores for the term of the agreement. At March 31, 2001, Spartan Stores had such agreements with 30 customers covering 66 retail grocery stores with terms ranging from one to 16 years. The minimum purchase requirements under these agreements varied from 30 percent to 55 percent of the total retail sales for the grocery stores covered by the agreements. For the twelve-month period ending March 31, 2001, these stores had total retail sales of

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approximately $618 million and total wholesale purchases from Spartan Stores of approximately $318 million.

Spartan Stores does not believe that its success is dependent upon maintaining the grocery distribution business of any one customer. Spartan Stores' ten largest grocery distribution customers (excluding company-owned stores) account for approximately 19.5 percent of Spartan Stores' total net sales, but no single customer accounts for more than 4.1 percent of total net sales. The company-owned grocery stores represented approximately 33 percent of Spartan Stores' total net sales for the fiscal year ended March 31, 2001.

Effective November 1, 2000, one of Spartan Stores' grocery distribution customers, D&W Food Centers, Inc., terminated its supply relationship for all but five of its 26 stores. Spartan Stores' annual sales to D&W have averaged less than four percent of Spartan Stores' total net sales in recent fiscal years. D&W continues to lease five of its store locations from Spartan Stores. Conditions of the leases include certain minimum purchase requirements. Other than D&W, no grocery distribution customer that was among Spartan Stores' ten largest customers has terminated its business with Spartan Stores to associate with another distributor in the last ten years.

Suppliers

Spartan Stores purchases products from a large number of national, regional and local suppliers of name brand and private label merchandise. However, Spartan Stores has not encountered difficulty in procuring or maintaining an adequate level of products to serve its customers.

Regulation

Spartan Stores is subject to federal, state and local laws and regulations covering the purchase, handling, sale and transportation of its products and is subject to the jurisdiction of the federal Food and Drug Administration. Management believes that Spartan Stores is in substantial compliance with all Food and Drug Administration and other federal, state and local laws and regulations governing its businesses.

Associates

Spartan Stores currently employs approximately 13,000 associates, of which approximately 5,100 are represented by several unions. Warehouse and transportation associates are represented by different Teamsters Union locals, with contracts expiring in 2001 in Grand Rapids, in 2003 in Toledo and in 2005 in Plymouth. A majority of United Wholesale Grocery's associates are represented by various unions, with contract expirations varying by location. Food Town associates are represented by UFCW with contracts expiring by location. Associates of L & L/Jiroch, J.F. Walker Company and Family Fare are not represented by a union. Spartan Stores considers its relations with its union and non-union associates to be satisfactory and has not had any work stoppages in the last five years.

Merger with Seaway Food Town, Inc.

On August 1, 2000, Spartan Stores completed its acquisition of Seaway Food Town, Inc. Food Town is a leading regional supermarket chain operating predominantly in northwestern and central Ohio and southeastern Michigan. Food Town operates 47 supermarkets and 25 deep discount food\drug combination stores under the name The Pharm. Food Town generates approximately $680 million in annual sales.

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In connection with the merger, each outstanding share of Spartan Stores Class A common stock, $2.00 par value, was converted into one share of Spartan Stores common stock, no par value. Spartan Stores also declared a stock split through a dividend of 0.336 shares of Spartan Stores common stock for each share of Spartan Stores common stock outstanding immediately before the merger. In the merger, Spartan Stores issued one share of Spartan Stores common stock and $5.00 in cash to the shareholders of Food Town in exchange for each share of Food Town common stock outstanding immediately before the merger. Food Town became a wholly owned subsidiary of Spartan Stores. Spartan Stores now has approximately 20 million shares of common stock outstanding which are listed for trading on the National Market System of the Nasdaq Stock Market.

Acquisition of Prevo's Family Markets

On March 3, 2001, Spartan Stores completed the acquisition of Prevo's Family Markets, Inc. Prevo's operates 10 supermarkets in western and northern Michigan, from Traverse City to Grand Rapids. Prevo's supermarkets generate approximately $100 million in annual sales. Because Prevo's is an existing wholesale customer of Spartan Stores, the acquisition will add approximately $50 million in annual sales.

Item 2.                    Properties

Information concerning the properties of Spartan Stores and its subsidiaries is set forth in Item 1 of this Annual Report on Form 10-K under the headings "Retail Grocery," "Grocery Distribution," "Convenience Store Distribution" and "Real Estate" and is here incorporated by reference.

Item 3.                    Legal Proceedings

On June 20, 2000, an amended complaint was refiled in a Tennessee state court by individual plaintiffs on behalf of the state of Tennessee and its taxpayers against the leading cigarette manufacturers operating in the United States and certain wholesalers and distributors, including J.F. Walker Company, Inc., a subsidiary of Spartan Stores. This case was initially filed in May 1997, and was later removed to the United States District Court for the Eastern District of Tennessee. On June 16, 1998, J.F. Walker was voluntarily dismissed as a defendant. The federal district court then dismissed the case for lack of standing. The United States Court of Appeals for the Sixth Circuit affirmed the district court decision with instructions to remand the case back to state court. The plaintiffs then filed an amended complaint including J.F. Walker as a defendant. In this case, the plaintiffs are seeking compensatory, punitive and other damages, reimbursement of medical and other expenditures and equitable relief. Spartan Stores believes that J.F. Walker has valid defenses to this legal action, which is being vigorously defended. One of the cigarette manufacturers named as a defendant in this action has agreed to indemnify J.F. Walker from damages arising out of this action. Management believes that the ultimate outcome of this action should not have a material adverse effect on the consolidated financial position, results of operations or liquidity of Spartan Stores.

Various other lawsuits and claims, arising in the ordinary course of business, are pending or have been asserted against Spartan Stores. While the ultimate effect of such actions cannot be predicted with certainty, management believes that their outcome will not result in a material adverse effect on the consolidated financial position, operating results or liquidity of Spartan Stores.

Item 4.                    Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of Spartan Stores' shareholders during the fourth quarter of fiscal year 2001 through the solicitation of proxies or otherwise.

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PART II

Item 5.                    Market for Registrant's Common Equity and Related Stockholder Matters

Until August 2, 2000, there was no established public trading market for Spartan Stores' securities. However, on August 2, 2000, Spartan Stores common stock began trading on the National Market System of the Nasdaq Stock Market under the trading symbol "SPTN."

The following table sets forth the high and low sale prices for Spartan Stores common stock for the periods indicated, all as reported by Nasdaq:

		High	Low
Fiscal Year Ended March 31, 2001:
	Second Quarter*	$11.81	$5.34
	Third Quarter	7.88	5.00
	Fourth Quarter	11.50	6.00

*The second quarter of Spartan Stores' 2001 fiscal year ran from June 18, 2000 to September 9, 2000. However, as noted above, Spartan Stores common stock did not begin trading on Nasdaq until August 2, 2000.

At June 11, 2001, there were approximately 795 record holders of Spartan Stores common stock. There were no holders of Spartan Stores preferred stock as of that date.

The amount of quarterly dividends for the fiscal year ended March 25, 2000 was $0.0125 per share of Spartan Stores Class A common stock. During the fiscal year ended March 31, 2001, Spartan Stores paid quarterly dividends of $0.0125 per share of Class A common stock for the first quarter, which ended on June 17, 2000, but did not pay any dividends for the other three quarters of that fiscal year.

Spartan Stores' bank credit agreement prohibits Spartan Stores or its subsidiaries from making any "Restricted Payments" in excess of (1) $5,000,000 plus (2) "Excess Cash Flow" that is not required to be paid to the lenders under the credit agreement as a mandatory prepayment. Generally, Restricted Payments include (1) any non-stock dividend or other distribution on account of stock ownership, (2) redemptions or purchases of Spartan Stores stock, (3) retirement of any indebtedness other than the obligations owing under the credit agreement, (4) payment of any claim relating to (a) indebtedness other than the obligations owing under the credit agreement or (b) Spartan Stores stock and (5) any payment of management fees to any holder of Spartan Stores stock or any member of Spartan Stores' management. Spartan Stores is required to make an annual mandatory prepayment of Excess Cash Flow equal to 75% of such Excess Cash Flow for Spartan Stores' immediately preceding fiscal year, unless Spartan Stores' leverage ratio is less than or equal to 2.5 to 1.0, in which event Spartan Stores' mandatory prepayment is equal to 50% of Excess Cash Flow. Generally, Excess Cash Flow is defined in the credit agreement as EBITDA (earnings before interest, taxes, depreciation, and amortization), less (1) income taxes, (2) interest expenses, (3) principal payments of indebtedness, (4) capital expenditures and (5) permitted Restricted Payments, all calculated in accordance with generally accepted accounting principles .

Item 6.                    Selected Financial Data

The following table provides selected historical consolidated financial information of Spartan Stores. The historical information of Spartan Stores was derived from its audited consolidated financial statements for and as of each of the five fiscal years ended March 29, 1997 through March 31, 2001.

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(In thousands, except per share data)

		Year Ended
		March 31, 2001 (A)		March 25, 2000		March 27, 1999		March 28, 1998		March 29, 1997
Operations Statement Data:
Net sales	$	3,505,923	$	3,030,917	$	2,655,854	$	2,473,306	$	2,458,404
Cost of sales		2,960,582		2,643,490		2,397,818		2,234,165		2,238,364
Gross profit		545,341		387,427		258,036		239,141		220,040
Selling, general and    administrative		482,879		344,993		224,580		215,468		202,769
Restructuring charge (B)		1,000		(4,521	)	5,698		-		-
Interest expense, net		27,044		22,802		7,495		8,928		7,473
Other (gains)		(2,542	)	(1,491	)	(1,188	)	(3,906	)	(1,704)
Earnings before income taxes,
discontinued operations and
extraordinary item		36,960		25,644		21,451		18,651		11,502
Income taxes		13,925		9,653		7,909		6,710		4,226
Earnings before discontinued    operations and    extraordinary item		23,035		15,991		13,542		11,941		7,276
Discontinued operations, net of    taxes (C)		407		1,203		2,288		2,293		2,427
Extraordinary item, net of    taxes (D)		- -		- -		(1,031	)	- -		- -
Net earnings	$	23,442	$	17,194	$	14,799	$	14,234	$	9,703
Weighted average shares    outstanding (E)		17,333		13,432		14,508		15,136		15,488
Earnings from continuing    operations per share	$	1.33	$	1.19	$	.93	$	.79	$	.47
Basic earnings per share		1.35		1.28		1.02		.94		.63
Cash dividends per share	$	.0125	$	.05	$	.05	$	.05	$	.05

Financial Statistics:
Total assets	$	810,845	$	570,573	$	523,378	$	406,133	$	403,630
Property and equipment, net		289,143		178,591		158,348		161,112		173,008
Working capital		69,064		88,448		100,863		61,682		60,673
Long-term debt		306,632		266,071		271,428		107,666		125,776
Shareholders' equity	$	218,413	$	126,007	$	121,062	$	114,192	$	107,258
Financial Ratios:
Net earnings as a percent    of sales		0.67	%	0.57	%	0.56	%	0.58	%	0.39%
Current ratio		1.27		1.53		1.85		1.35		1.37
Long-term debt to equity ratio		1.40		2.11		2.24		0.94		1.17
Other Data:
Net cash provided by operations	$	58,281	$	52,612	$	53,874	$	26,867	$	16,407
Property and equipment    additions	$	36,527	$	14,843	$	16,419	$	23,997	$	46,238

(A)	-	See Note 2 to Consolidated Financial Statements
(B)	-	See Note 4 to Consolidated Financial Statements
(C)	-	See Note 3 to Consolidated Financial Statements
(D)	-	See Note 6 to Consolidated Financial Statements
(E)	-	See Note 12 to Consolidated Financial Statements

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

The following table sets forth items from Spartan Stores' consolidated statements of earnings as percentages of net sales:

	Year Ended
	March 31, 2001		March 25, 2000		March 27, 1999
Net sales	100.0	%	100.0	%	100.0	%
Gross profit	15.6		12.8		9.7
Less:
Selling, general and administrative       expenses	13.8		11.4		8.5
Restructuring charge	-		(0.1	)	0.2
Interest expense	0.9		0.9		0.3
Interest income	(0.1	)	(0.1	)	(0.1	)
Other (gains)	(0.1	)	(0.1	)	-
Total	14.5		12.0		8.9
Earnings before income taxes, discontinued
operations and extraordinary item	1.1		0.8		0.8
Income taxes	0.4		0.3		0.3
Net earnings	0.7		0.6		0.6

Net Sales

Fiscal 2001

Net sales for the fiscal year ended March 31, 2001 increased 15.7 percent to $3,505.9 million compared to $3,030.9 million for the fiscal year ended March 25, 2000. Fiscal year 2001 consisted of 53 weeks compared with 52 weeks in the prior year. Additionally, all financial information has been adjusted for the discontinuance of the insurance segment. Refer to the "Discontinued Operations" section below for more details.

Net sales for the fiscal year ended March 31, 2001 in the retail grocery segment increased 114.9 percent or $620.5 million. The increase reflects additional sales from the acquisition of retail stores during the first and third quarters of fiscal 2000, the merger with Seaway Food Town, Inc. ("Food Town") in the second quarter of fiscal 2001, the acquisition of Prevo's Family Markets, Inc. ("Prevo's") in the fourth quarter of fiscal 2001 and a 6.5 percent increase in year-to-date same store sales. Same store sales increases are the result of improved marketing programs, better in-stock positions in acquired stores, expanded hours of operations at some sites and an aggressive advertising campaign in the third quarter of fiscal year 2001. Management continues to evaluate other acquisition opportunities in the retail grocery industry and expects acquisitions to contribute to future sales growth.

Net sales for the fiscal year ended March 31, 2001 in the grocery store distribution segment, after intercompany eliminations, declined 9.2 percent or $143.3 million compared to last year. The decrease

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primarily resulted from Spartan Stores' acquisition of grocery store distribution segment customers during fiscal years 2000 and 2001 (requiring the elimination of sales to these customers), the loss of D&W Food Center business and declines in sales of grocery and general merchandise products due to continued competitive market conditions. Partially offsetting these declines were the 53^rd week of sales in fiscal year 2001 and increases in sales of perishable commodities and other direct sales.

Net sales for the fiscal year ended March 31, 2001 in the convenience store distribution segment increased 0.1 percent or $0.5 million over the fiscal year ended March 25, 2000. The increase is the result of cigarette price inflation and a 53^rd week of sales. Excluding the extra week of sales, the convenience store distribution segment's sales declined as a result of increased competition in its markets and the acquisition of distribution segment customers (requiring the elimination of sales to these customers).

Fiscal 2000

Net sales for the fiscal year ended March 25, 2000 increased 14.1 percent or $375.1 million compared to the fiscal year ended March 27, 1999.

Net sales in the retail grocery segment for this period increased $540.1 million. The increase was primarily the result of the acquisition of 47 retail grocery stores since the third quarter of fiscal 1999. While price inflation in Spartan Stores' retail grocery segment was negligible, comparable store sales increased approximately 2.3 percent primarily due to Spartan Stores' promotional programs and emphasis on product line expansion.

Net sales in the grocery store distribution segment for the fiscal year ended March 25, 2000 declined 13.2 percent or $237.7 million. The decrease primarily resulted from Spartan Stores' acquisition of four grocery store distribution segment customers since January 1999, requiring the elimination of intercompany sales to these customers. The segment also experienced declines in sales of grocery products due to continued competitive market conditions. Partially offsetting these declines were increases in sales of perishable commodities as well as increases in direct sales of pharmacy and delicatessen products. Spartan Stores' success in increasing sales of perishable commodities was primarily attributable to aggressive promotions and the move from its cost-plus pricing methodology to a traditional variable markup pricing method for frozen and dairy products, meat, and produce to better respond to changing market conditions.

Net sales in the convenience store distribution segment for the fiscal year ended March 25, 2000 increased 8.7 percent or $73.0 million. The increase was primarily the result of an increase in the average sales price for cigarettes, which totaled approximately $3.10 per carton or roughly 22 percent from fiscal year ended March 27, 1999. However, the increase in sales price was partially offset by reductions in total average carton sales. Sales of products unrelated to cigarettes rose from the prior year which was primarily attributable to Spartan Stores' continued focus on its competitive pricing structure, promotional programs and customer service.

Gross Profit

Fiscal 2001

Gross profit, as a percentage of net sales for the fiscal year ended March 31, 2001, increased to 15.6 percent compared to 12.8 percent last year. The increase reflects the increased percentage of retail sales in the business mix and improvements in the gross margin of existing retail and grocery store distribution segments. This increase was partially offset by a lower convenience store distribution gross profit

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percentage primarily due to increased cigarette costs passed along to customers and increased competitive pricing.

As stated above, management continues to evaluate other acquisition opportunities in the retail grocery segment and expects these anticipated acquisitions to contribute to future increased gross profit margins.

Fiscal 2000

Gross profit as a percentage of net sales for the fiscal year ended March 25, 2000 was 12.8 percent, compared to 9.7 percent for the fiscal year ended March 27, 1999. The increase is primarily attributable to Spartan Stores' entrance into the retail grocery business, for which gross margins as a percentage of sales are typically higher than in wholesale operations. Gross profit in Spartan Stores' grocery store distribution segment increased due to lower product costs resulting from promotional activities with vendors. These increases were partially offset by gross profits returning to a more historical level in the convenience store distribution segment. During fiscal year 1999, the convenience store distribution segment experienced gross profits substantially above historical levels due to the sale of cigarettes purchased prior to price increases.

Selling, General and Administrative Expenses

Fiscal 2001

Selling, general and administrative expenses for the fiscal year ended March 31, 2001 were 13.8 percent of net sales compared to 11.4 percent last year. The increase was primarily due to the growth of Spartan Stores' retail grocery segment, which generates a higher selling, general and administrative expense percentage than the distribution segments and additional spending for promotional programs in certain markets. The higher costs in the retail grocery segment were partially offset by improvements in the wholesale grocery operations. Management expects selling, general and administrative expenses to continue to increase as a result of the retail stores acquired during fiscal year 2001 which will be included for a full year in fiscal year 2002.

Fiscal 2000

Selling, general and administrative expenses for the fiscal year ended March 25, 2000 were 11.4 percent of net sales, compared to 8.5 percent for the fiscal year ended March 27, 1999. The increase in selling, general and administrative expenses as a percentage of net sales was primarily attributable to Spartan Stores' expansion of its retail grocery operations.

Restructuring Charge

On November 27, 2000, the convenience store distribution segment announced the closure of its Sandusky, Ohio distribution center. A restructuring charge of $1.0 million was recorded for the write-down of certain assets as well as severance pay, benefit continuation and outplacement assistance for affected associates. As of March 31, 2001, a remaining accrual of $0.2 million exists for costs expected to be incurred.

On October 14, 1998, Spartan Stores' board of directors approved an initiative to replace Spartan Stores' Plymouth, Michigan distribution center with a new multi-commodity distribution center. Accordingly, $6.5 million had been accrued for contractual amounts to be paid under a collective bargaining agreement, severance pay, and amounts due in connection with the withdrawal from the union pension

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plan. During fiscal year 2000, Spartan Stores acquired land for approximately $1.3 million in the Toledo, Ohio area for the construction of the new distribution facility.

Subsequent to the above developments, management and Spartan Stores' collective bargaining work force entered into discussions on how efficiency at the current location could be improved. On November 2, 1999, management of Spartan Stores and the collective bargaining work force reached an agreement to begin to design innovative work teams with the goal to improve warehouse productivity. Due to Spartan Stores' significant commitment to its retail grocery business and the potential for improved productivity at its Plymouth facility, Spartan Stores reconsidered its decision to close this facility and entered into a five-year lease agreement on the Plymouth distribution center. Therefore, Spartan Stores reduced the restructuring accrual by $5.6 million to reflect costs that no longer were expected to be incurred. As of March 31, 2001, no remaining accrual exists for the Plymouth distribution center.

Interest Expense and Income

Fiscal 2001

Interest expense was .9 percent of net sales for the fiscal years ended March 31, 2001 and March 25, 2000. Total average borrowings increased to $317.5 million for fiscal year ended March 31, 2001 from $283.5 million for the prior year as a result of the acquisitions of Food Town's 71 stores and 10 stores from Prevo's. The effective borrowing rate increased to 9.84 percent at March 31, 2001 from 9.63 percent last year. Interest expense as a percentage of sales was constant due to an increase in average borrowings and effective interest rate offset by increased sales volumes resulting from the acquisitions during fiscal year 2001.

Interest on Spartan Stores' bank credit facility is payable quarterly based on the applicable LIBOR rate (currently the 90-day LIBOR) or the applicable Base Rate (higher of the prime rate or the federal funds rate plus 0.5 percent per annum) plus stipulated margins. While Spartan Stores is subject to variable interest rates, an interest rate swap agreement is used to manage interest rate risk on 49 percent of the $304.0 million currently outstanding. Refer to the "Liquidity and Capital Resources" section below for more information regarding this credit facility.

Interest income decreased slightly from fiscal year 2000 due to cash used for the retail acquisitions. Management expects interest income to continue to decline during the next fiscal year due to cash used for acquisitions.

Fiscal 2000

Interest expense for the fiscal year ended March 25, 2000 was 0.9 percent of net sales, compared to 0.3 percent for the fiscal year ended March 27, 1999.

Total average borrowings increased to $283.5 million for the fiscal year ended March 25, 2000, up from $195.7 million for the fiscal year ended March 27, 1999. A majority of the increase occurred in the retail grocery segment due to Spartan Stores' acquisition of 47 retail grocery stores during fiscal 1999 and fiscal 2000. In addition, Spartan Stores' effective borrowing rate increased to 9.63 percent per annum for the fiscal year ended March 25, 2000, up from 5.52 percent per annum for the fiscal year ended March 27, 1999. The increase was attributable to a new bank credit facility that was entered into during the fourth quarter of fiscal 1999.

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Interest income increased for the fiscal year ended March 25, 2000 primarily due to the short-term investment of cash borrowed under the credit facility in anticipation of Spartan Stores' acquisitions.

Other Gains

The net gain of $2.5 million for fiscal year ended March 31, 2001 was primarily due to a $3.3 million gain on the sale of three properties in the real estate segment as well as a gain of $0.2 million from the sale of stock in a supplier. Partially offsetting these gains was an impairment loss of $1.1 million on technology related equipment in the grocery store distribution segment.

The net gain of $1.5 million for fiscal year ended March 25, 2000, was predominately the result of recognized gains of approximately $2.8 million on the sale of stock as well as approximately $0.7 million on the sale of land. Offsetting these gains was an impairment loss of $1.3 million attributable to the discontinuance of a software implementation project and an impairment loss of approximately $1.1 million on a property vacated by a lessee.

The net gain of $1.2 million for the fiscal year ended March 27, 1999 was due primarily to approximately $1.9 million in gains on the sales of three retail properties, offset by losses of approximately $0.7 million on the write-down of certain assets. These assets included certain technology related equipment in connection with the implementation of a logistics software package and assets associated with the closing of administrative offices in conjunction with Spartan Stores' continuing efforts to centralize existing processes.

Discontinued Operations

In January 2001, Spartan Stores' board of directors approved management's plan to discontinue the operations of the insurance segment. Accordingly, Spartan Stores reported the results of operations of the insurance segment and the estimated net loss on disposal as discontinued operations.

During the fourth quarter of fiscal year 2001, Spartan Stores sold the insurance agency component of its insurance segment and expects to dispose of the remaining insurance segment during fiscal year 2002. Spartan Stores has recognized an estimated net loss of $0.4 million on the discontinuance of the insurance segment.

During fiscal year 2000, Spartan Stores sold all of the issued and outstanding shares of capital stock of Shield Benefit Administrators, Inc., a wholly owned subsidiary in Spartan Stores' insurance segment. The gain of $0.2 million was recognized in the year ended March 25, 2000.

Extraordinary Item

During the fourth quarter of fiscal year 1999, Spartan Stores incurred a pre-payment penalty of approximately $1.6 million in connection with the repayment of senior notes outstanding. This extraordinary item was recorded in the grocery store distribution segment. The payment of the senior notes was required as a result of Spartan Stores' new bank credit facility discussed in the "Liquidity and Capital Resources" section below.

Net Earnings

Net earnings for the fiscal year ended March 31, 2001 increased to $23.4 million compared to $17.2 million for the fiscal year ended March 25, 2000. The increase in net earnings is primarily the result of

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the acquisition of Food Town, increased profitability in the other retail locations and the sale of three properties in the real estate segment. The increase was partially offset by the recognition of the estimated net loss on the sale of the insurance segment. Management expects operations to continue to improve in the retail grocery segment due to anticipated operational synergies resulting from the acquisitions.

Net earnings for the fiscal year ended March 25, 2000 were $17.2 million, compared to $14.8 million for the fiscal year ended March 27, 1999. The increase in net earnings was primarily due to improved gross profits and the reversal of the restructuring charge in the grocery store distribution segment. This increase was partially offset by declines in the convenience store distribution segment resulting from a return in gross profits to historical amounts and a loss in the retail grocery segment's first year of operations.

Liquidity and Capital Resources

Net cash from operating activities was $58.3 million in fiscal year 2001, $52.6 million in fiscal 2000 and $53.9 million in fiscal 1999. Net cash from operating activities increased in fiscal 2001 due to increased net income and changes in working capital. Net cash from operating activities in fiscal year 2000 decreased primarily as a result of changes in working capital.

Net cash used by investing activities was $115.6 million, $36.4 million and $71.3 million for the years ended March 31, 2001, March 25, 2000 and March 27, 1999, respectively. Cash used by investing activities increased in fiscal year 2001 primarily due to increased capital expenditures and cash used for the acquisitions of Food Town and Prevo's. The decrease in cash used by investing activities in 2000 is the result of cash used to acquire 47 retail grocery stores offset by the decrease in restricted cash.

Net cash provided by financing activities was $48.5 million for fiscal year 2001 due primarily to cash borrowed to finance the acquisitions of Food Town and Prevo's, partially offset by debt repayments. Cash used in financing activities was $8.5 million for fiscal year 2000 due to the repayment of debt and purchase of common stock.

Spartan Stores' principal sources of liquidity are cash generated from operations and borrowings under a senior secured credit facility. The credit facility dated March 18, 1999 consists of (i) a Revolving Credit Facility in the amount of $100 million with a term of six years, (ii) a Term Loan A in the amount of $100 million with a term of six years, (iii) an Acquisition Facility in the amount of $75 million with a term of seven years and (iv) a Term Loan B in the amount of $150 million with a term of eight years. At March 31, 2001, $304 million was outstanding under this credit facility. Management believes that cash generated from operations and available borrowings under the credit facility will be sufficient to support operations in the foreseeable future. Available borrowings under the credit facility are based on stipulated levels of earnings before interest, taxes, depreciation and amortization as defined in the agreement.

Spartan Stores is also permitted to sell variable rate promissory notes under a "shelf" registration statement filed with the Securities and Exchange Commission, effective February 26, 2001, which provides for the issuance of up to $100 million of debt securities. The notes are offered in minimum denominations of $1,000 and may be issued by Spartan Stores at any time, although Spartan Stores' credit facility restricts the total amount outstanding under the offering to approximately $15.3  million. At March 31, 2001, approximately $13.7 million in notes were outstanding.

Spartan Stores' current ratio decreased from 1.53 to 1.00 at March 25, 2000 to 1.27 to 1.00 at March 31, 2001 and working capital decreased from $88.5 million to $69.1 million. The declines are primarily the result of installments under Spartan Stores' credit facility becoming current and cash expended for the Seaway and Prevo's acquisitions.

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Spartan Stores' debt to equity ratio decreased from 2.11 to 1.00 at March 25, 2000 to 1.40 to 1.00 at March 31, 2001. The decrease was due primarily to the issuance of 6.2 million shares of common stock in connection with the Food Town merger, the lower leverage position associated with these operations, scheduled principal payments on outstanding debt and net income generated during the period. Management continues to evaluate other acquisition opportunities, which if consummated could increase Spartan Stores' leverage position.

Spartan Stores' total capital structure includes borrowings under the senior secured credit facility, variable rate promissory notes, various other debt instruments, leases, and shareholders' equity. Management continues to evaluate other acquisition opportunities, which could result in additional borrowings and additional leases being entered into if consummated.

Recent Accounting Pronouncements

During the third quarter of fiscal year 2001, Spartan Stores adopted Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements." SAB No. 101 provides guidance on recognition, presentation, and disclosure of revenue in financial statements. The adoption of SAB No. 101 did not have a material impact on Spartan Stores' financial position and results of operations.

Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities," is effective for all fiscal years beginning after June 18, 2000. SFAS 133, as amended and interpreted, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. All derivatives, whether designated in hedging relationships or not, will be required to be recorded on the balance sheet at fair value. If the derivative is designated in a cash-flow hedge, changes in fair value of the derivative will be recorded in other comprehensive income (OCI) and will be recognized in the statement of earnings when the hedged item affects earnings. SFAS 133 defines new requirements for designation and documentation of hedging relationships as well as ongoing effectiveness assessments in order to use hedge accounting. For a derivative that does not qualify as a hedge, changes in fair value will be recognized in earnings.

Spartan Stores expects at April 1, 2001, it will record $2.4 million in OCI as a cumulative transition adjustment for derivatives designated in cash flow-type hedges prior to adopting SFAS 133.

Cautionary Statements for Purposes of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995

The matters discussed in this Annual Report on Form 10-K include "forward-looking statements" about Spartan Stores' plans, strategies, objectives, goals, expectations or projections. These forward-looking statements are identifiable by words or phrases indicating that Spartan Stores or management "expects," "anticipates," "projects," "plans" or "believes" that a particular occurrence "may result" or "will likely result" or that a particular event "may occur" or "will likely occur" in the future, or similarly stated expectations. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report. In addition to other risks and uncertainties described in connection with the forward-looking statements contained in this Annual Report on Form 10-K, there are many important factors that could cause actual results to be materially different from Spartan Stores' current expectations.

Anticipated future sales are subject to competitive pressures from many sources. Spartan Stores' grocery store and convenience store retail and distribution businesses compete with many warehouse discount

- -16-

stores, supermarkets, pharmacies and product manufacturers. Additionally, future sales will be dependent on the number of retail stores owned and operated by Spartan Stores and competitive pressures in the retail industry. Sales volumes in Spartan Stores' convenience store distribution segment may continue to be negatively impacted by increased cigarette and gasoline prices. Competitive pressures in this and other business segments may result in unexpected reductions in sales volumes, product prices or service fees.

Spartan Stores' selling, general and administrative expenses may be adversely affected by unexpected costs associated with, among other factors: the acquisitions of Food Town and Prevo's; the integration of the business operations of the retail stores and other businesses acquired by Spartan Stores; future business acquisitions, including additional retail stores; unanticipated difficulties in the operation of the retail grocery segment; difficulties in assimilation of acquired personnel, operations, systems or procedures; inability to realize synergies in the amounts or within the time frame expected by management; adverse effects on existing business relationships with independent retail grocery store customers; unexpected difficulties in the retention or hiring of employees for the acquired businesses; unanticipated labor shortages, stoppages or disputes; business divestitures; increased transportation or fuel costs; and current or future lawsuits and administrative proceedings. Spartan Stores' future interest expense and income also may differ from current expectations, depending upon the following, among other factors: the amount of additional borrowings necessary for retail store acquisitions; interest rate changes; cigarette inventory levels; retail property sales; the volume of notes receivable; and the amount of fees received on delinquent accounts.

This section is intended to provide meaningful cautionary statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. This should not be construed as a complete list of all economic, competitive, governmental, technological and other factors that could adversely affect Spartan Stores' expected consolidated financial position, results of operations or liquidity. Spartan Stores disclaims any obligation to update its forward-looking statements to reflect events or circumstances that occur after the date of this Report.

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Item 7A.          Quantitative and Qualitative Disclosure About Market Risk

Spartan Stores is exposed to interest rate risk related to its debt outstanding and notes receivable from customers. The interest rate paid on a majority of Spartan Stores' debt outstanding is vulnerable to changes in either the prime rate, the federal funds rate or the eurodollar rate. Interest received on notes receivable from customers is vulnerable to changes in the prime rate. Spartan Stores does not use financial instruments or derivatives for trading or speculative purposes.

Spartan Stores manages interest rate risk on a portion of its debt through the use of an interest rate swap agreement that is effective from June 30, 1999 to June 30, 2003. Under the terms of the agreement, Spartan Stores is protected against increases in interest rates from and after the date of the contract in the initial aggregate notional amount of $162.5 million which amount decreases in proportion to principal payments made on Term Loan A and Term Loan B under Spartan Stores' credit facility. The aggregate notional amount will be $123.7 million at the end of the contract's four-year term.

The following table sets forth the maturities of Spartan Stores' debt outstanding as of March 31, 2001:

Maturities		Debt Outstanding (In thousands)
Fiscal 2002	$	38,478
Fiscal 2003		43,607
Fiscal 2004		38,170
Fiscal 2005		37,639
Fiscal 2006		30,337
Thereafter		156,879
Carrying value at March 31, 2001	$	345,110
Average variable rate at March 31, 2001		9.84	%

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Item 8. Financial Statements and Supplementary Data

INDEPENDENT AUDITORS' REPORT

Board of Directors and Shareholders
Spartan Stores, Inc.
Grand Rapids, Michigan

We have audited the accompanying consolidated balance sheets of Spartan Stores, Inc. and subsidiaries as of March 31, 2001 and March 25, 2000, and the related consolidated statements of earnings, shareholders' equity and cash flows for each of the three years in the period ended March 31, 2001. These financial statements are the responsibility of Spartan Stores' management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Spartan Stores, Inc. and subsidiaries as of March 31, 2001 and March 25, 2000, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2001, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP
Grand Rapids, Michigan
May 2, 2001

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CONSOLIDATED BALANCE SHEETS

Spartan Stores, Inc. and Subsidiaries
(In thousands, except per share data)

Assets	March 31, 2001		March 25, 2000
Current assets
Cash and cash equivalents	$	27,561	$	36,422
Marketable securities		21,978		20,628
Accounts receivable, net		82,671		83,998
Inventories		179,589		105,587
Prepaid expenses		9,092		4,736
Deferred taxes on income		6,647		5,409
Total current assets		327,538		256,780
Other assets
Goodwill, net		155,737		101,170
Other, net		38,427		34,032
Total other assets		194,164		135,202
Property and equipment
Land and improvements		48,293		32,152
Buildings and improvements		203,964		141,461
Equipment		246,861		179,746
Total property and equipment		499,118		353,359
Less accumulated depreciation and amortization		209,975		174,768
Net property and equipment		289,143		178,591
Total assets	$	810,845	$	570,573

See notes to consolidated financial statements.

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CONSOLIDATED BALANCE SHEETS (continued)

Spartan Stores, Inc. and Subsidiaries
(In thousands, except per share data)

Liabilities and Shareholders' Equity	March 31, 2001		March 25, 2000
Current liabilities
Accounts payable	$	122,937	$	82,186
Accrued payroll and benefits		45,461		24,530
Insurance reserves		19,981		14,718
Other accrued expenses		31,617		23,036
Current maturities of long-term debt		38,478		23,862
Total current liabilities		258,474		168,332
Deferred taxes on income		16,594		5,212
Postretirement benefits other than pensions		4,984		4,951
Long-term debt		306,632		266,071
Other long-term liabilities		5,748		-
Shareholders' equity
Common stock, voting, no par; 50,000 shares
authorized; 19,262 and 0 shares outstanding		109,868		-
Class A common stock, voting, par value $2 per share;
20,000 shares authorized; 0 and 9,919 shares outstanding		-		19,838
Preferred stock, no par value, 10,000 shares
authorized; no shares outstanding		-		-
Additional paid-in capital		-		14,240
Retained earnings		108,545		91,929
Total shareholders' equity		218,413		126,007
Total liabilities and shareholders' equity	$	810,845	$	570,573

See notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF EARNINGS

Spartan Stores, Inc. and Subsidiaries
(In thousands, except per share data)

	Year Ended
	March 31, 2001			March 25, 2000			March 27, 1999
Net sales	$	3,505,923		$	3,030,917		$	2,655,854
Cost of goods sold		2,960,582			2,643,490			2,397,818
Gross margin		545,341			387,427			258,036
Other costs and expenses
Selling, general and administrative		482,879			344,993			224,580
Restructuring charge		1,000			(4,521	)		5,698
Interest expense		31,243			27,294			9,208
Interest income		(4,199	)		(4,492	)		(1,713	)
Other gains		(2,542	)		(1,491	)		(1,188	)
Total other costs and expenses		508,381			361,783			236,585
Earnings before income taxes,
discontinued operations and
extraordinary item		36,960			25,644			21,451
Income taxes		13,925			9,653			7,909
Earnings before discontinued operations
and extraordinary item		23,035			15,991			13,542
Discontinued operations
Earnings from discontinued insurance
segment (less applicable taxes of
$434, $653 and $1,239)		806			1,203			2,288
Loss on disposal of insurance segment
(less applicable taxes of $207)		(399	)		-			-
Earnings from discontinued operations		407			1,203			2,288
Earnings before extraordinary item		23,442			17,194			15,830
Extraordinary item (net of income taxes
of $554)		-			-			(1,031	)
Net earnings	$	23,442		$	17,194		$	14,799
Basic and diluted earnings per share:
Earnings from continuing operations	$	1.33		$	1.19		$	0.93
Net earnings	$	1.35		$	1.28		$	1.02
Weighted average shares:
Basic		17,333			13,432			14,508
Diluted		17,345			13,439			14,512

See notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

Spartan Stores, Inc. and Subsidiaries
(In thousands, except per share data)

			Common Stock	Class A Common Stock			Additional Paid-in Capital				Retained Earnings
Balance	March 29, 1998	$	-		$	22,888		$	16,432		$	74,872
Class A common
stock transactions	847 shares purchased		-			(1,693	)		(5,108	)		(3,557	)
	247 shares issued		-			494			2,491
Net earnings						-			-			14,799
Cash dividends	$.05 per share		-			-			-			(556	)
Balance	March 27, 1999	$	-			21,689			13,815			85,558
Class A common
stock transactions	1,225 shares purchased		-			(2,451	)		(2,908	)		(10,320	)
	300 shares issued		-			600			3,333
Net earnings						-			-			17,194
Cash dividends	$.05 per share		-			-			-			(503	)
Balance	March 25, 2000	$	-			19,838			14,240			91,929
Class A common
stock transactions	1 share purchased		-			(2	)		(11	)		-
	53 shares issued		-			105			596			-
Cash dividends	$.0125 per share		-			-			-			(125	)
Stock dividend	.336 per share		-			6,701			-			(6,701	)
Conversion to no    par common    stock			41,467			(26,642	)		(14,825	)		-
Net earnings			-			-			-			23,442
Common stock    transactions	330 shares purchased		(2,556	)		-			-			-
	6,270 shares issued		70,957			-			-			-
Balance	March 31, 2001	$	109,868		$	-		$	-		$	108,545

See notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS

Spartan Stores, Inc. and Subsidiaries
(In thousands)

	Year Ended
	March 31, 2001			March 25, 2000			March 27, 1999
Cash flows from operating activities
Net earnings	$	23,442		$	17,194		$	14,799
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization		39,445			32,063			21,413
Restructuring charge		1,000			(4,521	)		5,698
Postretirement benefits other than pensions		130			(19	)		186
Deferred taxes on income		2,730			2,703			627
Other gains		(1,929	)		(1,468	)		(1,188	)
Change in assets and liabilities, net of acquisitions:
Marketable securities		(1,350	)		430			(2,725	)
Accounts receivable		13,382			(3,823	)		(1,318	)
Inventories		8,800			5,092			14,695
Prepaid expenses		(3,452	)		1,642			1,866
Accounts payable		(15,834	)		(2,846	)		4,554
Accrued payroll and benefits		5,789			282			5,020
Insurance reserves		(254	)		(206	)		(1,635	)
Other accrued expenses		(13,618	)		6,089			(8,118	)
Net cash provided by operating activities		58,281			52,612			53,874
Cash flows from investing activities
Purchases of property and equipment		(36,527	)		(14,843	)		(16,419	)
Proceeds from the sale of property
and equipment		11,981			5,114			6,623
Decrease in restricted cash		-			78,144			-
Acquisitions, net of cash acquired, and deposits		(85,131	)		(101,188	)		(61,100	)
Other		(5,948	)		(3,666	)		(416	)
Net cash used in investing activities		(115,625	)		(36,439	)		(71,312	)
Cash flows from financing activities
Changes in notes payable		-			-			(13,650	)
Proceeds from long-term borrowings		76,570			6,281			97,887
Repayment of long-term debt		(26,094	)		(9,404	)		(39,843	)
Debt issuance costs		-			-			(9,029	)
Proceeds from sale of common stock		701			3,933			2,985
Class A common stock purchased		(13	)		(8,814	)		(10,359	)
Common stock purchased		(2,556	)		-			-
Dividends paid		(125	)		(503	)		(556	)
Net cash provided by (used in) financing activities		48,483			(8,507	)		27,435
Net (decrease) increase in cash and cash equivalents		(8,861	)		7,666			9,997
Cash and cash equivalents at beginning of year		36,422			28,756			18,759
Cash and cash equivalents at end of year	$	27,561		$	36,422		$	28,756

See notes to consolidated financial statements.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1

Summary of Significant Accounting Policies

Company ownership: Prior to August 2, 2000, Spartan Stores Class A common stock was substantially owned by its grocery distribution customers. Effective August 2, 2000, Spartan Stores obtained a listing on the Nasdaq National Market under the trading symbol of "SPTN" for its common stock. A description of Spartan Stores' business is included in the Operating Segment Information note to these consolidated financial statements.

Principles of consolidation: The consolidated financial statements include the accounts of Spartan Stores and its subsidiaries. All significant intercompany accounts and transactions have been eliminated.

Use of estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts which differ from those estimates.

Fiscal year: The fiscal year of Spartan Stores ends on the last Saturday of March. The fiscal year ended March 31, 2001 was a 53-week year. Fiscal years ended March 25, 2000 and March 27, 1999 were 52-week years.

Fair value disclosures of financial instruments: Financial instruments include cash and cash equivalents, marketable securities, accounts and notes receivable, accounts and notes payable, long-term debt and an interest rate swap agreement. The carrying amounts of cash and cash equivalents, accounts and notes receivable, and accounts and notes payable approximate fair value at March 31, 2001 and March 25, 2000 because of the short-term nature of these financial instruments. The fair value of marketable securities and the interest rate swap agreement are disclosed in notes five and six, respectively.

At March 31, 2001 the estimated carrying value of Spartan Stores' long-term debt (including current maturities) exceeded the fair value by approximately $2.3 million compared to $1.9 million at March 25, 2000. The estimated fair value was based on anticipated rates available to Spartan Stores for debt with similar terms and maturities.

Cash and cash equivalents: Cash and cash equivalents consist of cash and highly liquid investments with an original maturity of three months or less at the date of purchase.

Accounts receivable: Accounts receivable are shown net of allowances for credit losses of $2.8 million in 2001 and $2.4 million in 2000.

Inventory valuation: Inventories are stated at the lower of cost or market using the last-in, first-out ("LIFO") method. If replacement cost had been used, inventories would have been $56.0 million and $52.3 million higher at March 31, 2001 and March 25, 2000, respectively. During 2001, 2000, and 1999, certain inventory quantities were reduced. These reductions resulted in liquidations of LIFO inventory carried at lower costs prevailing in prior years as compared with the costs of purchases in these years, the

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effect of which decreased the LIFO provision in 2001, 2000, and 1999 by $1.8 million, $3.7 million, and $1.4 million, respectively.

Recognition of loan impairment: Spartan Stores records allowances for loan impairment when it is determined that Spartan Stores will be unable to collect all amounts due according to the terms of the underlying agreement. Interest income on impaired loans is recognized only when interest payments are received. As of March 31, 2001, March 25, 2000 and March 27, 1999, no loan impairments have been recognized.

Long-lived assets: The carrying values of long-lived assets are analyzed using undiscounted future cash flows of the assets. Any adjustment to carrying value is recognized on a current basis. The estimated fair values of long-lived assets are based on market quotes where available or discounted cash flow forecasts. During the third quarter of fiscal year ended March 31, 2001, the grocery store distribution segment recognized an impairment loss of $1.1 million on certain technology-related equipment. During the third quarter of the fiscal year ended March 25, 2000, Spartan Stores recognized an impairment loss of $1.1 million on property vacated by a lessee that is currently being marketed by the real estate segment. During the fourth quarter of the fiscal year ended March 25, 2000, Spartan Stores recognized a $1.3 million impairment loss in connection with the discontinuance of a logistics software implementation in the convenience store distribution segment. These impairment losses are recorded in other gains in the Consolidated Statements of Earnings. Additionally, Spartan Stores recognized an impairment loss on the write-down of long-lived assets and the present value of future lease payments at stores to be closed of $1.6 million in fiscal year ended March 25, 2000 which was included in selling, general and administrative expenses in the Consolidated Statements of Earnings.

Goodwill: Goodwill is comprised of amounts paid in excess of the fair value of acquired net assets and is amortized on a straight-line basis over the estimated period benefited of 40 years. Goodwill is shown net of accumulated amortization of approximately $5.4 million and $2.6 million at March 31, 2001 and March 25, 2000, respectively.

Other assets: Included in other assets are non-compete agreements, favorable leases and debt issuance costs which are being amortized over the terms of the related agreements.

During the fiscal year ended March 25, 2000, a gain of approximately $2.6 million was recognized from the sale of common stock held in a supplier and is included in other gains in the accompanying Consolidated Statements of Earnings.

Property and equipment: Property and equipment are recorded at cost and depreciated over the shorter of the estimated useful lives or lease periods of the assets. Expenditures for normal repairs and maintenance are charged to operations as incurred. Depreciation is computed using the straight-line and declining balance methods as follows:

Land improvements	15 to 40 years
Buildings and improvements	15 to 40 years
Machinery and equipment	5 to 20 years
Furniture and fixtures	3 to 10 years
Leasehold improvements	3 to 15 years

Software development costs are capitalized and amortized over a five-year period commencing as each system is implemented.

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Insurance reserves: Insurance reserves represent a provision for reported losses and incurred but not reported losses. Losses are recorded when reported and consist of individual case estimates. Incurred but not reported losses are actuarially estimated based on available historical information.

Taxes on income: Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. Such deferred income tax asset and liability computations are based on enacted tax laws and rates applicable to periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

Earnings per share: Basic Earnings Per Share ("EPS") excludes dilution and is computed by dividing net earnings by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed by increasing the weighted average number of common shares outstanding by the dilutive effect of the issuance of common stock for options outstanding under Spartan Stores stock option plan.

New accounting standards: Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities," is effective for all fiscal years beginning after June 18, 2000. SFAS 133, as amended and interpreted, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. All derivatives, whether designated in hedging relationships or not, will be required to be recorded on the balance sheet at fair value. If the derivative is designated in a cash-flow hedge, changes in fair value of the derivative will be recorded in other comprehensive income (OCI) and will be recognized in the statement of earnings when the hedged item affects earnings. SFAS 133 defines new requirements for designation and documentation of hedging relationships as well as ongoing effectiveness assessments in order to use hedge accounting. For a derivative that does not qualify as a hedge, changes in fair value will be recognized in earnings.

Spartan Stores expects at April 1, 2001, it will record $2.4 million in OCI as a cumulative transition adjustment for derivatives designated in cash flow-type hedges prior to adopting SFAS 133.

Reclassifications: Certain reclassifications have been made to the 2000 and 1999 presentations in order to conform to the 2001 presentation.

Note 2

Acquisitions

On March 4, 2001, Spartan Stores consummated a merger with Prevo's Family Markets, Inc. ("Prevo's"). Prevo's is a ten store chain located in western and northern Michigan. On August 1, 2000, Spartan Stores consummated a merger with Seaway Food Town, Inc. ("Food Town"). Food Town is a leading regional supermarket chain that operates 47 supermarkets and 26 deep discount drugstores predominantly in northwest and central Ohio and southeast Michigan. At the date of the merger, 6.7 million shares of outstanding Food Town common stock were converted into the right to receive one share of Spartan Stores common stock and $5.00 in cash for each Food Town share. In addition, Spartan Stores received $12.1 million in cash and assumed certain liabilities of $97.3 million, which includes $32.5 million of long-term debt in conjunction with the Food Town merger. The holders of 448,835 shares of Food Town

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common stock provided notice of dissent from the merger. If dissenting shareholders exercise their dissenters' rights in accordance with the requirements of Ohio law, Spartan Stores will pay the fair cash value of their dissenting shares as determined by agreement or, in the absence of agreement, by a court of law.

The acquisitions of Food Town and Prevo's were accounted for as purchases and, accordingly, the acquired assets and assumed liabilities are included in the accompanying Consolidated Balance Sheet at values representing an allocation of the purchase price. The excess of the purchase price over the fair value of Food Town and Prevo's tangible assets and liabilities amounted to approximately $57.4 million and was assigned to goodwill. Of the total purchase price of Prevo's, $1.0 million is being held as contingent consideration until the related contingencies are discharged.

During the fiscal year ended March 25, 2000, Spartan Stores acquired 39 retail grocery stores, pharmacies and related businesses. All of the issued and outstanding shares of Family Fare, Inc., Family Fare Management Services, Inc. and Family Fare Trucking, Inc. (collectively "Family Fare") were acquired on March 29, 1999. On May 19, 1999, Spartan Stores acquired certain assets and assumed certain liabilities of Glen's Market, Inc., Catt's Realty Co. and Glen's Pharmacy, Inc. (collectively "Glen's"). All of the issued and outstanding shares of Great Day, Inc. and Great Day Pharmacy, Inc. (collectively "Great Day") were acquired on December 4, 1999. The acquisitions have been accounted for as purchases and accordingly, the acquired assets and assumed liabilities are included in the accompanying Consolidated Balance Sheet as of March 25, 2000 at values representing an allocation of the purchase price. The combined purchase price for the three acquisitions amounted to $138.3 million. The excess of the purchase price over the fair value of the tangible assets and liabilities amounted to approximately $95.2 million and was assigned to goodwill.

On January 4, 1999, Spartan Stores acquired certain assets and assumed certain liabilities of Ashcraft's Market, Inc. ("Ashcraft's"), an operator of eight retail grocery stores located primarily in mid-Michigan. The acquisition of Ashcraft's was accounted for as a purchase and, accordingly, the acquired assets and assumed liabilities are included in the accompanying Consolidated Balance Sheet at values representing an allocation of the purchase price.

The Consolidated Statements of Earnings for the fiscal years ended March 31, 2001, March 25, 2000 and March 27, 1999 include the operations of each of the acquisitions from the date of purchase. The following unaudited pro forma information presents summary consolidated statement of earnings data of Spartan Stores as if the acquisitions had occurred as of March 28, 1999. These pro forma results are based on assumptions considered appropriate by management and include adjustments as considered necessary in the circumstances. These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of results which would have actually been reported had the acquisitions taken place on March 28, 1999, or which may be reported in the future.

Pro Forma		March 31,		March 25,
(In thousands, except per share data)		2001		2000
Net sales	$	3,819,664	$	3,808,046
Earnings from continuing operations		28,550		23,653
Net earnings		28,956		24,856
Basic and diluted earnings per share:
Earnings from continuing operations		1.46		1.20
Net earnings	$	1.48	$	1.26

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Note 3

Divestiture

In January 2001, Spartan Stores' board of directors approved management's plan to discontinue the operations of the insurance segment. Accordingly, Spartan Stores reported the results of operations of the insurance segment and the estimated net loss on disposal as discontinued operations. Thus, amounts in the consolidated financial statements and related notes for all periods shown have been restated to reflect discontinued operations.

During the fourth quarter of fiscal year 2001, Spartan Stores sold the insurance agency component of its insurance segment and expects to liquidate the remaining insurance segment during fiscal year 2002. Spartan Stores has recognized an estimated net loss of $0.4 million on the sale of the insurance segment. Net earnings from the insurance segment from the measurement date to the balance sheet date totaled $0.5 million. As of March 31, 2001, the remaining assets of the insurance segment totaling $31.1 million consisted primarily of marketable securities (see Note 5); the remaining liabilities of $16.2 million consisted primarily of insurance reserves.

On March 3, 2000, Spartan Stores sold all of the issued and outstanding shares of capital stock of Shield Benefit Administrators, Inc. ("Shield Benefit"), a wholly owned subsidiary in Spartan Stores' insurance segment. The gain of $0.2 million was recognized in the Consolidated Statements of Earnings during fiscal year ended March 25, 2000.

Following is a summary of financial information for Spartan Stores' discontinued insurance segment:

(In thousands, except per share data)		March 31, 2001		March 25, 2000		March 27, 1999
Net sales	$	13,610	$	17,531	$	15,845
Earnings per share from discontinued      Operations	$	0.02	$	0.09	$	0.16

Note 4

Restructuring Charge

During the third quarter of fiscal year 2001, the convenience store distribution segment announced the closure of its Sandusky, Ohio distribution center. A restructuring charge of $1 million was established for the write-down of certain assets as well as severance pay, benefit continuation and outplacement assistance for the 45 affected associates. Payments of $0.8 million were made for these expenses. As of March 31, 2001, a remaining accrual of $0.2 million exists for additional costs expected to be incurred.

On October 14, 1998, Spartan Stores' board of directors approved an initiative to replace Spartan Stores' Plymouth, Michigan distribution center with a new multi-commodity distribution center. Accordingly, $6.5 million was accrued for contractual amounts to be paid under a collective bargaining agreement, severance pay, and amounts due in connection with the withdrawal from the union pension plan. During the second quarter of fiscal year 2000, Spartan Stores acquired land for approximately $1.3 million in the Toledo, Ohio area for the construction of the new distribution facility.

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Subsequent to the above developments, Spartan Stores and its collective bargaining work force entered into discussions on how efficiency at the current location could be improved. On November 2, 1999, Spartan Stores and its collective bargaining work force reached an agreement to begin to design innovative work teams with the goal to improve warehouse productivity. Additionally, during fiscal years 1999 and 2000 Spartan Stores acquired 47 retail grocery stores and made it Spartan Stores' intention to continue on the retail acquisition course as additional opportunities presented themselves. Due to Spartan Stores' significant commitment to the retail grocery segment and the potential for improved productivity at its Plymouth facility, Spartan Stores reconsidered its decision to close this facility and entered into a five-year lease agreement on the Plymouth distribution center. Therefore, Spartan Stores reduced the restructuring accrual by $5.6 million to reflect costs that no longer were expected to be incurred. Payments of $0.4 million were made during fiscal year ended March 25, 2000 for related costs. As of March 25, 2000, a remaining accrual of $0.5 million existed for severance payments which were subsequently paid. As of March 31, 2001, no remaining accrual exists for the Plymouth distribution center.

Note 5

Marketable Securities

The amortized cost of marketable securities available for sale as of March 31, 2001 and March 25, 2000 is shown below. Gross unrealized gains and losses as of March 31, 2001 and March 25, 2000 were not material. Amortized cost approximated fair value for each of the dates presented in the table below.

(In thousands)	March 31, 2001		March 25, 2000
Securities available-for-sale:
U.S. Treasury securities and obligations of
U.S. government corporations and agencies	$	9,486	$	9,425
Debt securities issued by foreign
Governments, corporations and agencies		12,492		11,203
	$	21,978	$	20,628

The amortized cost of marketable securities as of March 31, 2001, by contractual maturity, is shown below:

(In thousands)
Due in one year or less	$	1,999
Due after one year through five years		9,217
Due after five years through ten years		6,792
Due after ten years through fifteen years		3,970
	$	21,978

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Note 6

Notes Payable and Long-Term Debt

Spartan Stores has a $425.0 million senior secured credit facility dated March 18, 1999 consisting of (i) a Revolving Credit Facility in the amount of $100.0 million with a term of six years, (ii) a Term Loan A in the amount of $100.0 million with a term of six years, (iii) an Acquisition Facility in the amount of $75.0 million with a term of seven years and (iv) a Term Loan B in the amount of $150.0 million with a term of eight years. The credit facilities provide for the issuance of letters of credit of which $14.8 million and $11.0 million were outstanding and unused as of March 31, 2001 and March 25, 2000, respectively. Interest rates payable on amounts borrowed under the credit facilities are based on the prime rate, the federal funds rate or the eurodollar rate, plus a stipulated margin. The Term Loan A facility bears interest at the 90-day eurodollar rate plus 2.0 percent (6.9 percent at March 31, 2001), the Term Loan B facility bears interest at the 90-day eurodollar rate plus 3.25 percent (8.2 percent at March 31, 2001) and the Acquisition Facility bears interest at the 90-day eurodollar rate plus 2.5 percent (7.5 percent at March 31, 2001). The credit facility contains covenants that include the maintenance of certain financial ratios, restrictions on additional indebtedness and payments of cash dividends and restricted payments. The senior secured credit facility is secured by substantially all of Spartan Stores' assets.

Spartan Stores manages interest rate risk on a portion of its debt through the use of an interest rate swap agreement that is effective to June 30, 2003. Under the terms of the agreement, Spartan Stores is protected against increases in interest rates from and after the date of the agreement in the initial aggregate notional amount of $162.5 million, which decreases in proportion to principal payments made on Term Loan A and Term Loan B. The aggregate notional amount will be $123.7 million at the end of the agreement's four-year term. The interest rate swap agreement converted a portion of the credit facility from a floating rate obligation to a fixed rate obligation. As of March 31, 2001, the net unrealized loss on the $149.3 million interest rate swap agreement was $2.4 million compared to net unrealized gains of $6.1 million at March 25, 2000. At March 31, 2001, the fair value of the interest rate swap agreement had not been recognized in the Consolidated Financial Statements since the agreement was accounted for as a hedge. The fair value of the interest rate swap agreement is the amount at which it could be settled based on estimates obtained from lending institutions.

The notional amount is used quarterly in the determination of cash settlements under the agreement. The interest rate swap agreement exposes Spartan Stores to credit losses from counter-party nonperformance, although losses are not anticipated from its agreement, which is with a major financial institution. The interest rate swap agreement is accounted for on the accrual basis. Amounts to be paid or received under the agreement are recognized as interest expense or income in the period they accrue. Spartan Stores does not hold or issue interest rate swap agreements for trading purposes.

The weighted average interest rates for fiscal years 2001 and 2000 were 9.84 percent and 9.63 percent, respectively.

On March 18, 1999, Spartan Stores prepaid amounts borrowed under senior unsecured notes in the amount of $21.5 million. Spartan Stores incurred a pre-payment penalty of approximately $1.6 million that is presented as an extraordinary item, net of income taxes, in the accompanying Consolidated Statements of Earnings. Loss per share for the extraordinary item were $0.07 for the year ended March 27, 1999.

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Spartan Stores' long-term debt consists of the following:

(In thousands)	March 31, 2001		March 25, 2000
Senior credit facility, Term Loan A, due
March, 2005, quarterly principal payments
of $5,000	$	80,000	$	100,000
Senior credit facility, Term Loan B, due
March, 2007, semi-annual principal payments
of $250		149,000		149,750
Senior credit facility, Acquisition facility,
due March, 2006, quarterly principal
payments of variable amounts		75,000		-
Variable Rate Promissory Notes, unsecured,
due March 31, 2003, interest payable
quarterly at 1% below the prime rate		13,705		13,877
Other		27,405		26,306
		345,110		289,933
Less current portion		38,478		23,862
Total long-term debt	$	306,632	$	266,071

At March 31, 2001, long-term debt was due as follows:

(In thousands)
Year ending March
2002	$	38,478
2003		43,607
2004		38,170
2005		37,639
2006		30,337
Later		156,879
	$	345,110

Spartan Stores is currently offering non-subordinated variable rate promissory notes to the public. The notes are offered in minimum denominations of $1,000 and may be issued by Spartan Stores at any time, although Spartan Stores' bank credit agreement restricts the total amount outstanding under the offering to approximately $15.3 million. The registered notes are issued under a "shelf" registration statement filed with the Securities and Exchange Commission, effective February 26, 2001, which provides for the issuance of up to $100 million of debt securities.

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Note 7

Commitments and Contingencies

Spartan Stores has guaranteed payment of certain customers' indebtedness to financial institutions aggregating approximately $6.6 million at March 31, 2001. Spartan Stores also has guaranteed a lease by a customer which expires in 2017 with annual rental payments of $0.2 million. Spartan Stores charges an annual fee for each loan guarantee and lease guarantee and requires each customer receiving a guarantee to commit to minimum purchase requirements.

On June 20, 2000, an amended complaint was refiled in a Tennessee state court by individual plaintiffs on behalf of the state of Tennessee and its taxpayers against the leading cigarette manufacturers operating in the United States and certain wholesalers and distributors, including J.F. Walker Company, Inc., a subsidiary of Spartan Stores. This case was initially filed in May 1997 and was removed to the United States District Court for the Eastern District of Tennessee. On June 16, 1998, J.F. Walker was voluntarily dismissed as a defendant. The federal district court then dismissed the case for lack of standing. The United States Court of Appeals for the Sixth Circuit affirmed the district court decision with instructions to remand the case back to state court. The plaintiffs then filed an amended complaint including J.F. Walker as a defendant. In this case, the plaintiffs are seeking compensatory, punitive and other damages, reimbursement of medical and other expenditures and equitable relief. Spartan Stores believes that J.F. Walker has valid defenses to this legal action, which is being vigorously defended. One of the cigarette manufacturers named as a defendant in this action has agreed to indemnify J.F. Walker from damages arising out of this action. Management believes that the ultimate outcome of this action should not have a material adverse effect on the consolidated financial position, results of operations or liquidity of Spartan Stores.

Various other lawsuits and claims, arising in the ordinary course of business, are pending or have been asserted against Spartan Stores. While the ultimate effect of such actions cannot be predicted with certainty, management believes that their outcome will not result in a material adverse effect on the consolidated financial position, operating results or liquidity of Spartan Stores.

Note 8

Leases

Rental expense under operating leases was $27.6 million, $20.0 million, and $9.8 million in 2001, 2000, and 1999, respectively. Future minimum obligations under operating leases in effect at March 31, 2001 are as follows:

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(In thousands)

Year Ending March,	Used in Operations		Subleased to Others		Total
2002	$	23,056	$	1,399	$	24,455
2003		21,560		1,212		22,772
2004		19,658		1,185		20,843
2005		17,392		1,189		18,581
2006		15,615		1,025		16,640
Later		70,787		6,721		77,508
Total	$	168,068	$	12,731	$	180,799

One of Spartan Stores' subsidiaries leases retail store facilities to non-related entities. Of the stores leased, several are owned and others were obtained through leasing arrangements and are accounted for as operating leases. Substantially all of the leases provide for minimum and contingent rentals based upon stipulated sales volumes.

Owned assets, included in property and equipment, which are leased to others are as follows:

(In thousands)	March 31, 2001		March 25, 2000
Land and improvements	$	13,889	$	13,952
Buildings		33,168		39,509
		47,057		53,461
Less accumulated depreciation		12,623		13,499
Net property	$	34,434	$	39,962

Future minimum rentals to be received under operating leases in effect at March 31, 2001 are as follows:

(In thousands)

Year Ending March,	Owned Property		Leased Property		Total
2002	$	5,489	$	1,483	$	6,972
2003		5,153		1,300		6,453
2004		4,696		1,260		5,956
2005		4,254		1,260		5,514
2006		3,725		1,086		4,811
Later		22,450		6,596		29,046
Total	$	45,767	$	12,985	$	58,752

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Note 9

Associate Retirement Plans

Spartan Stores retirement programs include pension plans providing non-contributory benefits, salary reduction defined contribution plans and profit sharing plans providing contributory benefits. Substantially all of Spartan Stores associates not covered by collective bargaining agreements are covered by either a non-contributory cash balance pension plan (Company Plan), a defined contribution plan or both. Associates covered by collective bargaining agreements are included in multi-employer pension plans.

Spartan Stores' Company Plan benefit formula is designed to utilize a cash balance approach. Under the cash balance formula, credits are added annually to a participant's "account" based on a percentage of the participant's compensation and years of vested service at the beginning of each calendar year. Interest credits are also added annually to a participant's "account" based upon the participant's account balance as of the last day of the immediately preceding calendar year. Transition credits are also added to a participant's account until the year 2007 if certain age requirements are met. Annual payments to the pension trust fund are determined in compliance with the Employee Retirement Income Security Act (ERISA) of 1976. Company Plan assets consist principally of common stocks and U.S. Government and corporate obligations. At March 31, 2001 and March 25, 2000, Company Plan assets included shares of Spartan Stores common stock valued at $1.8 million and $1.9 million, respectively.

Matching contributions made by Spartan Stores to salary reduction defined contribution plans and contributions to profit sharing plans aggregated $3.7 million, $3.0 million, and $2.0 million in 2001, 2000, and 1999, respectively.

In addition to the plans described above, Spartan Stores participates in several multi-employer and other defined contribution plans for substantially all associates covered by collective bargaining agreements. The expense for these plans aggregated approximately $6.5 million in 2001, $5.9 million in 2000, and $5.3 million in 1999.

The Multi-Employer Pension Plan Amendments Act of 1980 amended ERISA to establish funding requirements and obligations for employers participating in multi-employer plans, principally related to employer withdrawal from or termination of such plans. Separate actuarial calculations of Spartan Stores' position are not available with respect to the multi-employer plans.

Spartan Stores and certain subsidiaries provide health care benefits to retired associates who have at least ten years of service and have attained age fifty-five, and who were not covered by collective bargaining arrangements during their employment (covered associates). Qualified covered associates retiring prior to March 31, 1992 receive major medical insurance with deductible and coinsurance provisions until age sixty-five and Medicare supplemental benefits thereafter. Covered associates retiring after April 1, 1992, are eligible for monthly post-retirement health care benefits of five dollars multiplied by the associate's years of service. This benefit is in the form of a credit against the monthly insurance premium. The balance of the premium is paid by the retiree.

The following tables set forth the change in benefit obligation, change in plan assets, weighted average assumptions used in actuarial calculations and components of net periodic benefit costs for Spartan Stores' pension and post-retirement benefit plans. For the year ended March 31, 2001, Spartan Stores

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changed the measurement date to December 31, 2000. The effect of changing the measurement date did not have a material impact on the consolidated financial statements.

(In thousands)	Pension Benefits						Post-Retirement Benefits
	March 31, 2001			March 25, 2000			March 31, 2001			March 25, 2000
Beginning of year		03/26/00			03/28/99			03/26/00			03/28/99
Measurement date		12/31/00			03/25/00			12/31/00			03/25/00
End of year		03/31/01			03/25/00			03/31/01			03/25/00
Change in benefit obligation
Benefit obligation at beginning of year	$	49,134		$	49,809		$	4,460		$	4,938
Service cost		3,736			3,834			178			210
Interest cost		3,772			3,331			350			338
Actuarial loss (gain)		1,964			(4,158	)		207			(485	)
Benefits paid		(4,692	)		(3,682	)		(341	)		(541	)
Benefit obligation at measurement date	$	53,914		$	49,134		$	4,854		$	4,460
Change in plan assets
Plan assets at fair value at beginning of      year	$	58,772		$	52,253		$	-		$	-
Actual return on plan assets		(2,387	)		8,232			-			-
Company contributions		41			1,969			341			541
Benefits paid		(4,692	)		(3,682	)		(341	)		(541	)
Plan assets at fair value at measurement      date	$	51,734		$	58,772		$	-		$	-
Funded status	$	(2,180	)	$	9,638		$	(4,854	)	$	(4,460	)
Unrecognized net (gain)/loss		(388	)		(9,665	)		942			760
Unrecognized prior service cost		(5,408	)		(5,771	)		(1,186	)		(1,251	)
Unrecognized net transition obligation		26			32			-			-
Accrued benefit cost at measurement      date		(7,950	)		(5,766	)		(5,098	)		(4,951	)
Contributions during fourth quarter		82			-			114			-
Accrued benefit cost at end of year	$	(7,868	)	$	(5,766	)	$	(4,984	)	$	(4,951	)
Weighted average assumptions at measurement date
Discount rate		7.50%			7.75%			7.50%			7.75%
Expected return on plan assets		9.00%			9.00%			N/A			N/A
Rate of compensation increase		4.75%			4.75%			N/A			N/A

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(In thousands)
	Pension Benefits
	March 31,			March 25,			March 27,
Components of net periodic benefit cost	2001			2000			1999
Service cost	$	3,736		$	3,834		$	3,605
Interest cost		3,772			3,331			3,174
Annual return on plan assets		(4,916	)		(4,346	)		(4,067	)
Net amortization and deferral		(367	)		(319	)		(333	)
Net periodic benefit cost	$	2,225		$	2,500		$	2,379
(In thousands)
	Post-Retirement Benefits
	March 31,			March 25,			March 27,
Components of net periodic benefit cost	2001			2000			1999
Service cost	$	178		$	210		$	207
Interest cost		350			338			322
Net amortization and deferral		(40	)		(26	)		(23	)
Net periodic benefit cost	$	488		$	522		$	506

Assumed health care cost trend rates have a significant effect on the amounts reported for the post-retirement plan. The assumed health care cost trend rate used in measuring the accumulated post-retirement benefit obligation was five percent for the fiscal years ended March 31, 2001, March 25, 2000 and March 27, 1999. A one percent increase in the assumed health care cost trend rate would increase the accumulated post-retirement benefit obligation by 1.10 percent and the periodic post-retirement benefit cost by .75 percent. A one percent decrease in the assumed health care cost trend rate would decrease the accumulated post-retirement benefit obligation by 1.00 percent and periodic post-retirement benefit cost by .68 percent.

Note 10

Taxes on Income

The income tax provision is summarized as follows:

(In thousands)	March 31, 2001		March 25, 2000		March 27, 1999
Currently payable	$	10,634	$	6,952	$	7,185
Net deferred		3,291		2,701		724
	$	13,925	$	9,653	$	7,909

- -37-

The effective income tax rates are different from the statutory federal income tax rates for the following reasons:

	2001		2000		1999
Statutory income tax rate	35.0	%	35.0	%	35.0	%
State income taxes	1.2		0.7		0.9
Other	1.4		1.8		0.8
Effective income tax rate	37.6	%	37.5	%	36.7	%

Deferred tax assets and liabilities resulting from temporary differences as of March 31, 2001 and March 25, 2000 are as follows:

(In thousands)
	2001			2000
Deferred tax assets:
Employee benefits	$	12,390		$	7,553
Accounts receivable		1,111			777
Insurance reserves		536			284
Research and development credit		1,309			1,309
Restructuring charge		-			170
Impairment losses		1,950			933
All other		1,211			24
Total deferred tax assets		18,507			11,050
Deferred tax liabilities:
Depreciation		18,685			8,907
Inventory		6,980			995
All other		2,788			951
Total deferred tax liabilities		28,453			10,853
Net deferred tax asset/(liability)	$	(9,946	)	$	197

Note 11

Supplemental Cash Flow Information

Payments for interest and income taxes were as follows:

(In thousands)	2001		2000		1999
Interest	$	34,211	$	17,850	$	10,896
Income taxes	$	14,614	$	6,565	$	15,638

During fiscal year 2001, in conjunction with the acquisitions of Food Town and Prevo's, Spartan Stores assumed certain liabilities approximating $110.1 million. In addition, Spartan issued 6.2 million shares of Spartan Stores' common stock in exchange for the Food Town common stock totaling $70.9 million.

- -38-

During fiscal year 2000, in conjunction with the acquisitions of Family Fare, Glen's, and Great Day, Spartan Stores assumed certain liabilities approximating $43.1 million. In addition, approximately $28.7 million (net of cash acquired) was on deposit at March 27, 1999 for the purchase of Family Fare. Also, Spartan Stores had approximately $6.9 million on deposit at March 27, 1999 for the redemption of common stock that occurred during the quarter ended June 20, 1999.

During fiscal year 1999, Spartan Stores refinanced $99.4 million of bank borrowings in connection with the $425 million senior secured credit facility. In conjunction with the acquisition of Ashcraft's Markets, Inc., Spartan Stores assumed certain liabilities of $2.6 million. Spartan Stores received restricted cash of $78.1 million from proceeds from long-term borrowing.

Note 12

Shareholders' Equity

On July 18, 2000, the shareholders approved a proposal to amend Spartan Stores' articles of incorporation and bylaws in connection with the merger with Food Town. Accordingly, each outstanding share of Spartan Stores Class A common stock, $2.00 par value, was converted into one share of Spartan Stores common stock, no par value.

On August 1, 2000, 6.7 million shares of outstanding Food Town common stock were converted into the right to receive one share of Spartan Stores common stock and $5.00 in cash for each Food Town share. The holders of 448,835 shares of Food Town common stock provided notice of dissent from the merger. In addition, Spartan Stores declared a stock split pursuant to a stock dividend of 0.336 shares of Spartan Stores' common stock for each share outstanding immediately prior to the merger. Accordingly, per share amounts have been restated throughout the consolidated financial statements. On August 2, 2000, Spartan Stores obtained a listing on the Nasdaq National Market under the trading symbol of "SPTN" for its common stock.

On September 12, 2000, Spartan Stores announced that the board of directors had authorized the purchase of up to $5 million of the corporation's common stock over a twelve-month period. As of March 31, 2001, Spartan Stores had purchased 329,808 shares at a total cost of $2.6 million.

Spartan Stores has a shareholder-approved stock option plan covering 668,000 shares of Spartan Stores common stock. The plan provides for the granting of incentive stock options as well as non-qualified stock options to corporate officers. Spartan Stores accounts for stock option grants in accordance with Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting For Stock-Based Compensation," and as allowed by this statement recognizes expense using the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25 and related interpretations. Accordingly, no compensation cost has been recognized for stock option grants since the options have exercise prices equal to the fair market value at the date of grant. Options must be exercised within ten years of the date of grant. The authorization to grant options under the plan terminates on October 31, 2001.

The vesting of Spartan Stores' stock option grants range from immediately to three years from the date of grant. If compensation cost for stock option grants had been determined based on the fair value at the grant dates consistent with the method prescribed by SFAS No. 123, Spartan Stores' net earnings and earnings per share would have been adjusted to the pro forma amounts indicated below:

- -39-

(In thousands, except per share data)
	2001		2000		1999
Net earnings - as reported	$	23,442	$	17,194	$	14,799
Net earnings - pro forma	$	23,186	$	17,164	$	14,772
Basic and diluted earnings per share      - as reported	$	1.35	$	1.28	$	1.02
Basic and diluted earnings per share      - pro forma	$	1.34	$	1.28	$	1.02

Under SFAS No. 123, the fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	2001	2000	1999
Dividend yield	0.00%	0.10%	0.10%
Expected volatility	37.00%	8.10%	8.79%
Risk-free interest rate	4.95 - 6.47%	6.00%	5.87%
Expected life of option	6 yrs.	10 yrs.	10 yrs.

	Shares Under Options		Weighted Average Exercise Price		Fair Value of Options Granted
Options outstanding at March 29, 1998	36,072		$	7.55
Granted	10,688			9.21	$	5.25
Exercised	(4,008	)		7.93
Options outstanding at March 27, 1999	42,752		$	7.93
Granted	12,024			9.96	$	5.78
Options cancelled	(2,672	)		9.58
Options outstanding at March 25, 2000	52,104		$	8.31
Granted	339,696			5.84 - 9.96	$	2.63 - 4.74
Options cancelled	(22,712	)		9.02
Options outstanding and exercisable at      March 31, 2001	369,088		$	7.58

- -40-

The following table sets forth options outstanding at March 31, 2001 by exercise price and remaining contractual life.

Exercise Prices		Options Outstanding	Weighted Average Remaining Contractual Life Yrs.
$	6.29 - 7.86	13,360	1.1 - 5.1
	8.46 - 9.96	20,040	6.2 - 8.1
	5.84 - 9.96	335,688	9.1 - 9.9
$	5.84 - 9.96	369,088	9.19

Spartan Stores has a shareholder-approved stock bonus plan covering 668,000 shares of Spartan Stores common stock. Under the provisions of this plan, officers and certain key employees of Spartan Stores may elect to receive a portion of their annual bonus in common stock rather than cash and will be granted additional shares of stock worth thirty percent of the portion of the bonus they elect to receive in stock. At March 31, 2001, 372,373 shares remained unissued under the plan.

Spartan Stores has an associate stock purchase plan approved by the shareholders covering 668,000 shares of Spartan Stores common stock. The plan provides that associates of Spartan Stores and its subsidiaries may purchase shares at the fair market value. At March 31, 2001, 616,775 shares remained unissued under the plan. Spartan Stores has a long-term incentive plan covering 668,000 shares of Spartan Stores common stock. Under the provisions of this plan, stock is awarded based on the achievement of board established performance levels. No amounts have been issued under this plan to date.

Spartan Stores' Restated Articles of Incorporation provide that the board of directors may at any time, and from time to time, provide for the issuance of up to 10.0 million shares of preferred stock in one or more series, each with such designations as adopted by the board of directors. At March 31, 2001, there were no preferred shares outstanding.

On October 11, 2000, the Board of Directors adopted the Spartan Stores, Inc. Directors' Stock Purchase Plan covering 25,000 shares of Spartan Stores common stock. The Plan provides that directors of Spartan Stores may elect to receive at least 25% and up to 100% of their director's fees in the form of Spartan Stores common stock. At March 31, 2001, 6,542 shares have been issued under this plan.

Note 13

Operating Segment Information

Using the management approach as required by SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information," Spartan Stores' operating segments were identified by products sold and customer profile and include retail grocery, grocery store distribution, convenience store distribution, and real estate.

Consistent with management's decision to divest its insurance segment and focus on its strategic retail grocery and distribution businesses, Spartan Stores classified its insurance segment as a discontinued operation for the fiscal year ended March 31, 2001. Refer to Note 3, Divestiture, for further discussion.

- -41-

Spartan Stores' retail grocery segment operates 102 supermarkets and 25 drug stores in Michigan and Ohio. Spartan Stores' retail grocery stores typically offer dry grocery, produce, dairy products, meat, floral, seafood, health and beauty care, cosmetics, delicatessen and bakery goods. Spartan Stores' larger stores also typically offer pharmacy and banking facilities. Revenue is recognized when the product is sold.

Spartan Stores' grocery store distribution segment provides its own retail grocery segment and approximately 350 independent customers with a selection of over 40,000 items, including dry grocery, produce, dairy products, meat, frozen food, seafood, floral, general merchandise, tobacco, pharmacy and health and beauty care items. To supply its wholesale customers, Spartan Stores operates a fleet of approximately 112 tractors, 201 conventional trailers and 176 refrigerated trailers, substantially all of which are leased by Spartan Stores. Revenue is recognized when the product is shipped or service provided.

Spartan Stores' convenience store distribution segment provides a selection of confections, tobacco products, specialty foods and other grocery products to approximately 6,600 convenience stores and other retail locations in Michigan, Indiana, Kentucky, Ohio, Pennsylvania, Georgia, Tennessee and West Virginia. Spartan Stores also operates 12 cash and carry outlets in Michigan and Ohio. Revenue is recognized when the product is shipped or sold.

Spartan Stores' real estate segment owns eight shopping centers with approximately 580,000 square feet and eight free-standing locations with approximately 350,000 square feet. Spartan Stores leases these properties to grocery store customers supplied by Spartan Stores and to other retailers. Spartan Stores leases 11 sites for sublease to grocery store customers that it supplies. Spartan Stores also owns several parcels of vacant land that it plans to sell or develop. Revenue is recognized according to the terms of the lease or loan.

Identifiable assets represent total assets directly associated with the various operating segments. Eliminations in assets identified to segments include intercompany receivables, payables and investments.

- -42-

The following table sets forth, for each of the last three fiscal years, information required by SFAS No. 131:

(In thousands)
	2001			2000			1999
Net sales
Retail grocery	$	1,160,596		$	540,068		$	-
Grocery store distribution		1,422,548			1,565,803			1,803,551
Convenience store distribution		915,242			914,757			841,793
Real estate		7,537			10,289			10,510
Total	$	3,505,923		$	3,030,917		$	2,655,854
Restructuring charge
Grocery store distribution	$	-		$	(4,521	)	$	5,698
Convenience store distribution		1,000			-			-
Total	$	1,000		$	(4,521	)	$	5,698
Interest expense
Retail grocery	$	19,668		$	14,419		$	-
Grocery store distribution		6,599			7,741			5,309
Convenience store distribution		2,830			2,685			1,914
Real estate		2,146			2,449			1,985
Total	$	31,243		$	27,294		$	9,208
Interest income
Retail grocery	$	(32	)	$	(90	)	$	-
Grocery store distribution		(2,884	)		(2,507	)		(1,249	)
Convenience store distribution		(82	)		(405	)		(436	)
Real estate		(1,201	)		(1,490	)		(28	)
Total	$	(4,199	)	$	(4,492	)	$	(1,713	)

- -43-

(In thousands)		2001		2000		1999
Depreciation and amortization    (excluding amortization of debt    issuance costs)
Retail grocery	$	20,866	$	10,925	$	-
Grocery store distribution		13,148		14,559		16,373
Convenience store distribution		2,471		2,663		2,523
Real estate		1,503		2,394		2,349
Total	$	37,988	$	30,541	$	21,245

Earnings before income taxes,
discontinued operations and
extraordinary item
Retail grocery	$	7,718	$	(3,706	)	$	-
Grocery store distribution		14,667		16,637			2,328
Convenience store distribution		9,402		10,028			15,324
Real estate		5,173		2,685			3,799
Total	$	36,960	$	25,644		$	21,451
Income taxes
Retail grocery	$	2,822	$	(1,299	)	$	-
Grocery store distribution		5,890		6,278			1,014
Convenience store distribution		3,376		3,734			5,526
Real estate		1,837		940			1,369
Total	$	13,925	$	9,653		$	7,909
Income from discontinued
operations (net of income
taxes of $434, $653 and $1,239)
Insurance	$	407	$	1,203		$	2,288
Extraordinary item (net of
income taxes of $554)
Grocery store distribution	$	-	$	-		$	(1,031	)
Capital expenditures
Retail grocery	$	19,702	$	2,892		$	-
Grocery store distribution		12,919		8,589			12,061
Convenience store distribution		757		1,394			2,692
Real estate		3,126		1,563			1,480
Total	$	36,504	$	14,438		$	16,233

- -44-

(In thousands)		2001			2000			1999
Total assets
Retail grocery	$	489,470		$	203,270		$	-
Grocery store distribution		562,983			428,358			426,891
Convenience store distribution		83,312			80,949			84,693
Real estate		56,951			63,374			60,699
Discontinued operations -            insurance segment		31,068			28,987			30,354
Less - eliminations		(412,939	)		(234,365	)		(79,259	)
Total	$	810,845		$	570,573		$	523,378

Note 14

Quarterly Financial Information (unaudited)

Earnings per share amounts for each quarter are required to be computed independently and may not equal the amount computed for the total year. Common stock prices are shown beginning August 2, 2000 as Spartan became publicly traded on Nasdaq on this date. See further discussion in Note 12, Shareholders' Equity.

(In thousands, except per share data)
Fiscal Year 2001		Full Year		4th Quarter		3rd Quarter		2nd Quarter		1st Quarter
		(53 weeks)		(13 weeks)		(16 weeks)		(12 weeks)		(12 weeks)
Sales	$	3,505,923	$	865,617	$	1,135,844	$	782,320	$	722,142
Gross profit		545,341		143,100		188,540		122,355		91,346
Earnings before income taxes     and discontinued operations		36,960		4,452		11,695		15,124		5,689
Net earnings		23,442		3,399		7,303		8,995		3,745
Earnings from continuing     operations per share:
Basic		1.33		0.17		0.36		0.55		0.28
Diluted		1.33		0.17		0.36		0.55		0.28
Net earnings per share:
Basic		1.35		0.18		0.37		0.55		0.28
Diluted		1.35		0.17		0.37		0.55		0.28
Common stock price:
High		11.81		11.50		7.88		11.81		-
Low		5.00		6.00		5.00		5.34		-

- -45-

(In thousands, except per share data)
Fiscal Year 2000		Full Year		4th Quarter		3rd Quarter		2nd Quarter		1st Quarter
		(52 weeks)		(12 weeks)		(16 weeks)		(12 weeks)		(12 weeks)
Sales	$	3,030,917	$	685,434	$	950,842	$	714,415	$	680,226
Gross profit		387,427		91,202		122,158		94,565		79,502
Earnings before income taxes    and discontinued operations		25,644		257		10,111		7,990		7,286
Net earnings		17,194		339		6,791		5,133		4,931
Earnings from continuing    operations per share:
Basic		1.19		0.01		0.47		0.38		0.35
Diluted		1.19		0.01		0.47		0.38		0.35
Net earnings per share:		1.28		0.03		0.51		0.38		0.36
Basic		1.28		0.03		0.51		0.38		0.36
Diluted
Common stock price:		-		-		-		-		-
High		-		-		-		-		-
Low

- -46-

Item 9.          Changes in and Disagreements With Accountants On Accounting and Financial Disclosure

None.

PART III

Item 10.          Directors and Executive Officers of the Registrant

The information required by this item is incorporated herein by reference from the sections entitled "The Board of Directors," "Spartan Stores' Officers" and "Section 16(a) Beneficial Ownership Reporting Compliance" in Spartan Stores' definitive proxy statement relating to its Annual Meeting of Shareholders to be held July 11, 2001.

Item 11.          Executive Compensation

The information required by this item is incorporated herein by reference from the section entitled "Executive Compensation" in Spartan Stores' definitive proxy statement relating to its Annual Meeting of Shareholders to be held July 11, 2001.

Item 12.          Security Ownership of Certain Beneficial Owners and Management

The information required by this item is incorporated herein by reference from the section entitled "Ownership of Spartan Stores Stock" in Spartan Stores' definitive proxy statement relating to its Annual Meeting of Shareholders to be held July 11, 2001 .

Item 13.          Certain Relationships and Related Transactions

The information required by this item is incorporated herein by reference from the section entitled "Certain Relationships and Related Transactions" in Spartan Stores' definitive proxy statement relating to its Annual Meeting of Shareholders to be held July 11, 2001.

PART IV

Item 14.          Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)	The following documents are filed as part of this Report:
	1.	Financial Statements.
		Independent Auditors' Report of Deloitte & Touche LLP dated May 2, 2001
		Consolidated Balance Sheets at March 31, 2001 and March 25, 2000
		Consolidated Statements of Earnings for each of the three years in the period ended March 31, 2001
		Consolidated Statements of Shareholders' Equity for each of the three years in the period ended March 31, 2001

- -47-

	Consolidated Statements of Cash Flows for each of the three years in the period ended March 31, 2001
	Notes to Consolidated Financial Statements
2.	Financial Statement Schedules.
Schedule	Document
II	Valuation and Qualifying Accounts
3.	Exhibits.

Exhibit Number	Document
2.1	Agreement and Plan of Merger dated as of April 6, 2000, by and between Spartan Stores, Inc., Spartan Acquisition Corp. and Seaway Food Town, Inc. Previously filed as Annex A to the prospectus and joint proxy statement contained in Spartan Stores' Pre-effective Amendment No. 1 to Registration Statement on Form S-4, filed June 5, 2000. Here incorporated by reference.
2.2	Asset Purchase Agreement dated March 5, 1999 by and between Glen's Market, Inc., Catt's Realty Co. and Glen's Pharmacy, Inc. as Sellers and Valuland, Inc. as Buyer and joined in by certain shareholders of Sellers as the Shareholders and by Universal Land Company as the Real Estate Company and by Spartan Stores, Inc. as the Parent of the Buyer. Previously filed as an exhibit to Spartan Stores' Current Report on Form 8-K dated June 3, 1999. Here incorporated by reference.
2.3	Amendment to Asset Purchase Agreement made as of May 19, 1999, by and between Valuland, Inc. and Glen's Market, Inc., Catt's Realty Co. and Glen's Pharmacy, Inc. Previously filed as an exhibit to Spartan Stores' Current Report on Form 8-K dated June 3, 1999. Here incorporated by reference.
3.1	Amended and Restated Articles of Incorporation of Spartan Stores, Inc. Previously filed as Annex B to the prospectus and joint proxy statement contained in Spartan Stores' Pre-effective Amendment No. 1 to Registration Statement on Form S-4 filed June 5, 2000. Here incorporated by reference.
3.2	Amended and Restated Bylaws of Spartan Stores, Inc. Previously filed as Annex B to the prospectus and joint proxy statement contained in Spartan Stores' Pre-effective Amendment No. 1 to Registration Statement on Form S-4 filed June 5, 2000. Here incorporated by reference.

- -48-

Exhibit Number	Document
4.1	Articles IV, V, VIII, IX, X, XII and XIII of the Amended and Restated Articles of Incorporation of Spartan Stores, Inc. Previously filed as Annex B to the prospectus and joint proxy statement contained in Spartan Stores' Pre-effective Amendment No. 1 to Registration Statement on Form S-4 filed June 5, 2000. Here incorporated by reference.
4.2	Articles II, III and X of the Amended and Restated Bylaws of Spartan Stores, Inc. Previously filed as Annex B to the prospectus and joint proxy statement contained in Spartan Stores' Pre-effective Amendment No. 1 to Registration Statement on Form S-4 filed June 5, 2000. Here incorporated by reference.
4.3	Non-Subordinated Indenture dated January 12, 2001 between Spartan Stores, Inc. and Chase Manhattan Trust Company, National Association. Previously filed as an exhibit to Spartan Stores' Registration Statement on Form S-3 filed January 12, 2001. Here incorporated by reference.
4.4	Form of Subordinated Indenture. Previously filed as an exhibit to Spartan Stores' Registration Statement on Form S-3 filed January 12, 2001. Here incorporated by reference.
4.5	Form of Spartan Stores, Inc. Non-Subordinated Variable Rate Promissory Notes due March 31, 2003. Previously filed as an exhibit to Pre-effective Amendment No. 2 to Spartan Stores' Registration Statement on Form S-3 filed February 21, 2001. Here incorporated by reference.
10.1	Amended and Restated Lease, dated as of January 26, 2000, between Plymouth Investors Limited Liability Company and Spartan Stores, Inc.
10.2*	Spartan Stores, Inc. 1991 Stock Bonus Plan, as amended. Previously filed as an exhibit to Spartan Stores' Registration Statement on Form S-3 filed January 12, 2001. Here incorporated by reference.
10.3*	Spartan Stores, Inc. 1991 Stock Option Plan, as amended. Previously filed as an exhibit to Spartan Stores' Registration Statement on Form S-3 filed January 12, 2001. Here incorporated by reference.
10.4*	Spartan Stores, Inc. 1991 Associate Stock Purchase Plan, as amended. Previously filed as an exhibit to Spartan Stores' Registration Statement on Form S-3 filed January 12, 2001. Here incorporated by reference.
10.5*	Spartan Stores, Inc. Supplemental Executive Retirement Plan. Previously filed as an exhibit to Spartan Stores' Annual Report on Form 10-K for the fiscal year ended March 27, 1999. Here incorporated by reference.
10.6*	Employment Agreement, dated August 14, 1996, between Spartan Stores, Inc. and James B. Meyer. Previously filed as an exhibit to Spartan Stores' Annual Report on Form 10-K for the fiscal year ended March 29, 1997. Here incorporated by reference.

- -49-

Exhibit Number	Document
10.7*	Spartan Stores, Inc. Long-Term Incentive Plan, as amended. Previously filed as an exhibit to Spartan Stores' Registration Statement on Form S-3 filed January 12, 2001. Here incorporated by reference.
10.8*	Spartan Stores, Inc. 2000 Annual Incentive Plan.
10.9	Credit Agreement dated as of March 18, 1999 among Spartan Stores, Inc., ABN AMRO Bank N.V., as Arranger, Syndication Agent and Collateral Agent, Michigan National Bank, as Co-Arranger and Administrative Agent, NBD Bank, as Document Agent, and certain other financial institutions as Lenders. Previously filed as an exhibit to Spartan Stores' Current Report on Form 8-K dated June 3, 1999. Here incorporated by reference.
10.10	Amendment No. 1 to Credit Agreement dated as of May 10, 1999 among Spartan Stores, Inc., ABN AMRO Bank N.V., as Arranger, Syndication Agent and Collateral Agent, Michigan National Bank, as Co-Arranger and Administrative Agent, and certain other financial institutions as Lenders.
10.11	Amendment No. 2 to Credit Agreement dated as of June 20, 2000 among Spartan Stores, Inc., ABN AMRO Bank N.V., as Arranger, Syndication Agent and Collateral Agent, Michigan National Bank, as Co-Arranger and Administrative Agent, and certain other financial institutions as Lenders.
10.12	Amendment No. 3 to Credit Agreement dated as of February 23, 2001 among Spartan Stores, Inc., ABN AMRO Bank N.V., as Arranger, Syndication Agent and Collateral Agent, Michigan National Bank, as Co-Arranger and Administrative Agent, and certain other financial institutions as Lenders.
10.13	Amendment No. 4 to Credit Agreement dated as of April 23, 2001 among Spartan Stores, Inc., ABN AMRO Bank N.V., as Arranger, Syndication Agent and Collateral Agent, Michigan National Bank, as Co-Arranger and Administrative Agent and certain other financial institutions as Lenders.
10.14*	Form of Executive Severance Agreement between Spartan Stores, Inc. and certain executive officers. Previously filed as an exhibit to Spartan Stores' Annual Report on Form 10-K for the fiscal year ended March 27, 1999. Here incorporated by reference.
10.15*	Executive Severance Agreement dated February 23, 1999 between Spartan Stores, Inc. and James B. Meyer. Previously filed as an exhibit to Spartan Stores' Annual Report on Form 10-K for the fiscal year ended March 27, 1999. Here incorporated by reference.
10.16*	Spartan Stores, Inc. Directors' Stock Purchase Plan. Previously filed as an exhibit to Spartan Stores' Registration Statement on Form S-3 filed January 12, 2001. Here incorporated by reference.
21	Subsidiaries of Spartan Stores, Inc.

- -50-

Exhibit Number	Document
23	Consent of Deloitte & Touche LLP.
24	Powers of Attorney

*          These documents are management contracts or compensation plans or arrangements required to be filed as exhibits to this Form 10-K.

          (b)          Spartan Stores filed the following Forms 8-K during the quarter ended March 31, 2001.

Date of Report	Filing Date	Item(s) Reported
January 18, 2001	January 18, 2001	This Form 8-K included a press release that reported that Spartan Stores had signed a definitive agreement to purchase Prevo's Family Markets, Inc. No financial statements were included or required to be included in this Form 8-K.
January 23, 2001	January 23, 2001	This Form 8-K reported that, on January 23, 2001, Spartan Stores planned to furnish to analysts and other interested persons a fact sheet entitled "Building a New Spartan" that was attached as Exhibit 99.1 to this Form 8-K. The fact sheet contained summary consolidated financial data for the quarters ended September 9, 2000 and September 11, 1999, and as of the quarter ended September 9, 2000.
January 25, 2001	January 25, 2001	This Form 8-K reported that presentation materials attached as Exhibit 99.1 to this Form 8-K were for use by Spartan Stores in presentations to analysts and other interested persons. The presentation materials contained certain information concerning Spartan Stores' sales and earnings during various periods, as well as selected balance sheet information as of September 9, 2000 and as of March 25, 2000.
January 31, 2001	January 31, 2001	This Form 8-K included a press release that reported Spartan Stores' financial results for its fiscal 2001 third quarter, which ended December 30, 2000. The press release included summary consolidated financial data for the quarters ended December 30, 2000 and January 1, 2000 and the year-to-date periods ended December 30, 2000 and January 1, 2000. The press release also contained balance sheet information as of December 30, 2000 and as of January 1, 2000.

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Date of Report	Filing Date	Item(s) Reported
February 5, 2001	February 5, 2001	This Form 8-K reported that presentation materials attached as Exhibit 99.1 to this Form 8-K were for use by Spartan Stores in presentations to analysts and other interested persons. It also reported that Spartan Stores intended to use these presentation materials at the Food & Drug Retailing Conference sponsored by Credit Suisse First Boston held in New York, New York on February 7 and 8, 2001. The presentation materials contained certain information concerning Spartan Stores' sales and earnings during various periods, as well as selected balance sheet information as of December 30, 2000 and as of January 1, 2000.
March 2, 2001	March 2, 2001	This Form 8-K included a press release that reported that Spartan Stores had completed its acquisition of Prevo's Family Markets, Inc. No financial statements were included or required to be included in this Form 8-K.

          Other than the Form 8-K filed on January 18, 2001, all of the foregoing Forms 8-K were furnished pursuant to Regulation FD and are considered to have been "furnished" but not "filed" with the Securities and Exchange Commission.

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SIGNATURES

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

	SPARTAN STORES, INC. (Registrant)
Date: June 20, 2001	By /s/ James B. Meyer
	James B. Meyer           President, Chief Executive Officer and           Chairman of the Board

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

June 20, 2001	By:/s/ Alex J. DeYonker*
	Alex J. DeYonker           Director
June 20, 2001	By:/s/ Elson S. Floyd, Ph.D.*
	Elson S. Floyd, Ph.D.           Director
June 20, 2001	By:/s/ Richard B. Iott*
	Richard B. Iott           Director
June 20, 2001	By:/s/ Joel A. Levine*
	Joel A. Levine           Director
June 20, 2001	By:/s/ James B. Meyer*
	James B. Meyer           Director
June 20, 2000	By:/s/ Elizabeth A. Nickels*
	Elizabeth A. Nickels           Director
June 20, 2001	By:/s/ Russell H. VanGilder, Jr.*
	Russell H. VanGilder, Jr.           Director
June 20, 2001	By:/s/ David M. Staples
	David M. Staples           Executive Vice President and Chief Financial Officer
June 20, 2001	By:/s/ James B. Meyer
	James B. Meyer           Attorney-in-Fact

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SCHEDULE II

SPARTAN STORES, INC. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

COLUMN A       DESCRIPTION	COLUMN B BALANCE AT BEGINNING OF YEAR		COLUMN C CHARGED TO COSTS AND EXPENSES		ADDITIONS CHARGED TO OTHER ACCOUNTS(A)		COLUMN D       DEDUCTIONS(B)		COLUMN E BALANCE AT END OF YEAR
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
Year ended 3/27/99	$	1,810,000	$	1,534,842			$	1,009,842	$	2,335,000
Year ended 3/25/00	$	2,335,000	$	1,484,094			$	1,405,094	$	2,414,000
Year ended 3/31/01	$	2,414,000	$	789,526	$	613,652	$	1,057,178	$	2,760,000

^(A)          Represents the allowances acquired through acquisitions
^(B)          Represents the write-off of uncollectible accounts

EXHIBIT INDEX

Exhibit Number	Document
2.1	Agreement and Plan of Merger dated as of April 6, 2000, by and between Spartan Stores, Inc., Spartan Acquisition Corp. and Seaway Food Town, Inc. Previously filed as Annex A to the prospectus and joint proxy statement contained in Spartan Stores' Pre-effective Amendment No. 1 to Registration Statement on Form S-4, filed June 5, 2000. Here incorporated by reference.
2.2	Asset Purchase Agreement dated March 5, 1999 by and between Glen's Market, Inc., Catt's Realty Co. and Glen's Pharmacy, Inc. as Sellers and Valuland, Inc. as Buyer and joined in by certain shareholders of Sellers as the Shareholders and by Universal Land Company as the Real Estate Company and by Spartan Stores, Inc. as the Parent of the Buyer. Previously filed as an exhibit to Spartan Stores' Current Report on Form 8-K dated June 3, 1999. Here incorporated by reference.
2.3	Amendment to Asset Purchase Agreement made as of May 19, 1999, by and between Valuland, Inc. and Glen's Market, Inc., Catt's Realty Co. and Glen's Pharmacy, Inc. Previously filed as an exhibit to Spartan Stores' Current Report on Form 8-K dated June 3, 1999. Here incorporated by reference.
3.1	Amended and Restated Articles of Incorporation of Spartan Stores, Inc. Previously filed as Annex B to the prospectus and joint proxy statement contained in Spartan Stores' Pre-effective Amendment No. 1 to Registration Statement on Form S-4 filed June 5, 2000. Here incorporated by reference.
3.2	Amended and Restated Bylaws of Spartan Stores, Inc. Previously filed as Annex B to the prospectus and joint proxy statement contained in Spartan Stores' Pre-effective Amendment No. 1 to Registration Statement on Form S-4 filed June 5, 2000. Here incorporated by reference.
4.1	Articles IV, V, VIII, IX, X, XII and XIII of the Amended and Restated Articles of Incorporation of Spartan Stores, Inc. Previously filed as Annex B to the prospectus and joint proxy statement contained in Spartan Stores' Pre-effective Amendment No. 1 to Registration Statement on Form S-4 filed June 5, 2000. Here incorporated by reference.
4.2	Articles II, III and X of the Amended and Restated Bylaws of Spartan Stores, Inc. Previously filed as Annex B to the prospectus and joint proxy statement contained in Spartan Stores' Pre-effective Amendment No. 1 to Registration Statement on Form S-4 filed June 5, 2000. Here incorporated by reference.

Exhibit Number	Document
4.3	Non-Subordinated Indenture dated January 12, 2001 between Spartan Stores, Inc. and Chase Manhattan Trust Company, National Association. Previously filed as an exhibit to Spartan Stores' Registration Statement on Form S-3 filed January 12, 2001. Here incorporated by reference.
4.4	Form of Subordinated Indenture. Previously filed as an exhibit to Spartan Stores' Registration Statement on Form S-3 filed January 12, 2001. Here incorporated by reference.
4.5	Form of Spartan Stores, Inc. Non-Subordinated Variable Rate Promissory Notes due March 31, 2003. Previously filed as an exhibit to Pre-effective Amendment No. 2 to Spartan Stores' Registration Statement on Form S-3 filed February 21, 2001. Here incorporated by reference.
10.1	Amended and Restated Lease, dated as of January 26, 2000, between Plymouth Investors Limited Liability Company and Spartan Stores, Inc.
10.2*	Spartan Stores, Inc. 1991 Stock Bonus Plan, as amended. Previously filed as an exhibit to Spartan Stores' Registration Statement on Form S-3 filed January 12, 2001. Here incorporated by reference.
10.3*	Spartan Stores, Inc. 1991 Stock Option Plan, as amended. Previously filed as an exhibit to Spartan Stores' Registration Statement on Form S-3 filed January 12, 2001. Here incorporated by reference.
10.4*	Spartan Stores, Inc. 1991 Associate Stock Purchase Plan, as amended. Previously filed as an exhibit to Spartan Stores' Registration Statement on Form S-3 filed January 12, 2001. Here incorporated by reference.
10.5*	Spartan Stores, Inc. Supplemental Executive Retirement Plan. Previously filed as an exhibit to Spartan Stores' Annual Report on Form 10-K for the fiscal year ended March 27, 1999. Here incorporated by reference.
10.6*	Employment Agreement, dated August 14, 1996, between Spartan Stores, Inc. and James B. Meyer. Previously filed as an exhibit to Spartan Stores' Annual Report on Form 10-K for the fiscal year ended March 29, 1997. Here incorporated by reference.
10.7*	Spartan Stores, Inc. Long-Term Incentive Plan, as amended. Previously filed as an exhibit to Spartan Stores' Registration Statement on Form S-3 filed January 12, 2001. Here incorporated by reference.
10.8*	Spartan Stores, Inc. 2000 Annual Incentive Plan.

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Exhibit Number	Document
10.9	Credit Agreement dated as of March 18, 1999 among Spartan Stores, Inc., ABN AMRO Bank N.V., as Arranger, Syndication Agent and Collateral Agent, Michigan National Bank, as Co-Arranger and Administrative Agent, NBD Bank, as Document Agent, and certain other financial institutions as Lenders. Previously filed as an exhibit to Spartan Stores' Current Report on Form 8-K dated June 3, 1999. Here incorporated by reference.
10.10	Amendment No. 1 to Credit Agreement dated as of May 10, 1999 among Spartan Stores, Inc., ABN AMRO Bank N.V., as Arranger, Syndication Agent and Collateral Agent, Michigan National Bank, as Co-Arranger and Administrative Agent, and certain other financial institutions as Lenders.
10.11	Amendment No. 2 to Credit Agreement dated as of June 20, 2000 among Spartan Stores, Inc., ABN AMRO Bank N.V., as Arranger, Syndication Agent and Collateral Agent, Michigan National Bank, as Co-Arranger and Administrative Agent, and certain other financial institutions as Lenders.
10.12	Amendment No. 3 to Credit Agreement dated as of February 23, 2001 among Spartan Stores, Inc., ABN AMRO Bank N.V., as Arranger, Syndication Agent and Collateral Agent, Michigan National Bank, as Co-Arranger and Administrative Agent, and certain other financial institutions as Lenders.
10.13	Amendment No. 4 to Credit Agreement dated as of April 23, 2001 among Spartan Stores, Inc., ABN AMRO Bank N.V., as Arranger, Syndication Agent and Collateral Agent, Michigan National Bank, as Co-Arranger and Administrative Agent and certain other financial institutions as Lenders.
10.14*	Form of Executive Severance Agreement between Spartan Stores, Inc. and certain executive officers. Previously filed as an exhibit to Spartan Stores' Annual Report on Form 10-K for the fiscal year ended March 27, 1999. Here incorporated by reference.
10.15*	Executive Severance Agreement dated February 23, 1999 between Spartan Stores, Inc. and James B. Meyer. Previously filed as an exhibit to Spartan Stores' Annual Report on Form 10-K for the fiscal year ended March 27, 1999. Here incorporated by reference.
10.16*	Spartan Stores, Inc. Directors' Stock Purchase Plan. Previously filed as an exhibit to Spartan Stores' Registration Statement on Form S-3 filed January 12, 2001. Here incorporated by reference.
21	Subsidiaries of Spartan Stores, Inc.
23	Consent of Deloitte & Touche LLP.
24	Powers of Attorney

*          These documents are management contracts or compensation plans or arrangements required to be filed as exhibits to this Form 10-K.

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EX-10

Exhibit 10.1

AMENDED AND RESTATED
LEASE

OF SPARTAN WAREHOUSE

at 9075 Haggerty Road, Plymouth, Michigan

Between:

PLYMOUTH INVESTORS LIMITED LIABILITY
COMPANY, an Illinois limited liability company

as Lessor

SPARTAN STORES, INC.

as Lessee

AMENDED AND RESTATED
LEASE

          THIS AMENDED AND RESTATED LEASE is made and entered into as of January 26, 2000, by and between:

PLYMOUTH INVESTORS LIMITED LIABILITY COMPANY, an Illinois limited liability company ("LESSOR"),

and

SPARTAN STORES, INC., a Michigan corporation, 1111 - 44^th Street, SE, Grand Rapids, Michigan ("LESSEE").

          WHEREAS, Connecticut Mutual Life Insurance Company, a Connecticut corporation ("Original Lessor") and Lessee have entered into a Lease Agreement dated October 14, 1975 and First Amendment thereto dated March 23, 1977 and Second Amendment thereto dated April 30, 1979 (the "Lease") pertaining to certain real estate located in the Township of Plymouth, County of Wayne, State of Michigan and certain buildings, improvements, fixtures, machinery, equipment and personal property located thereon or therein; and

          WHEREAS, Lessor has succeeded to the interest of Original Lessor with respect to the Lease; and

          WHEREAS, Lessor and Lessee desire to amend and restate the Lease as hereinafter provided.

          NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained and for other good and valuable consideration, the receipt whereof is hereby acknowledged, Lessor and Lessee do hereby covenant and agree that the Lease shall be amended and restated as hereinafter set forth.

Article 1 - PROPERTY TO BE LEASED

                    1.1          Lessor hereby leases to Lessee, and Lessee hereby hires from Lessor, the real property described in Exhibit "A" attached hereto and made a part hereof, together with the buildings, improvements, and fixtures now erected thereon (sometimes hereinafter referred to as the "Improvements") including but not limited to the truck repair garage, storage shed, fuel island and asphalt parking areas upon that portion of said premises outlined in red on Exhibit "A-1" attached hereto and made a part hereof and the warehouse facility and asphalt parking area upon that portion of said premises outlined in red on Exhibit "A-2" attached hereto, herein collectively referred to as the "leased premises", and together with easements or other rights which may now exist or may be hereafter created for the benefit of such property, and the machinery, equipment and personal property located on the leased premises listed in Exhibit "B attached hereto and made a part hereof and the machinery, equipment and personal property

1
located in the leased premises listed in Exhibit "B-2" attached hereto and made a part hereof which in combination with the "leased premises" are referred to herein as the "leased property". Wherever reference is made to the "leased property" in this lease, as amended, such reference shall mean the "leased property" as defined herein, subject to the following:

                              1.1.1          The Lessee represents that the leased property, the title thereto, the possession and occupancy thereof, the buildings and improvements thereon, the adjoining sidewalks and structures, any surface and any subsurface thereof, and the present uses thereof, have been examined by it and that it accepts the same in the condition or state in which they now are, without representation, covenant, or warranty, express or implied, in fact or in law, by the Lessor, and without recourse to the Lessor as to the title thereto, possession or occupancy thereto, possession or occupancy thereof, encumbrances thereon, appurtenances, nature, condition, or usability thereof, or uses to which the leased property may be put.

                              1.1.2          Rights, if any, of others relating to streets, water, gas, electric and other utility lines, wires, pipes and conduits and maintenance thereof, easements of record and the agreement between Chesapeake and Ohio Railway Company and Lessee dated September 5, 1967, involving side tracks.

                              1.1.3          Any reciprocal easement agreements involving adjacent lands.

                              1.1.4          Rights of parties in possession and any leases or subleases involving said leased property.

                              1.1.5          If, by law, or in consequence of the action of any authority or by title paramount, the possession or use of any easement or appurtenance to any buildings now or hereafter erected on the leased premises outside the boundaries of the land owned by the Lessor shall be discontinued, such discontinuance shall in no way affect the liability of the Lessee to pay the full rent and perform all of the covenants contained in this Lease.

                              1.1.6          The mortgage from Lessor, as mortgagor to American National Bank and Trust Company of Chicago, or Mortgagee, recorded 5-30-91 as document No. 97121528 LS in the Wayne County Register of Deeds Office (which mortgage is hereinafter referred to as the "First Mortgage"). The term "First Mortgage" shall also mean any first mortgage encumbering Landlord's interest in the leased property together with any assignment of rents and leases given to secure the repayment of the indebtedness secured by any First Mortgage. Further, the term "First Mortgagee" shall mean the owner and holder of any First Mortgage.

Article 2 - TERM

                    2.1          The term of the Lease shall commence on the date hereof and shall end on October 31, 2005, unless sooner terminated or extended as herein set forth.

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Article 3 - USE OF LEASED PREMISES.

                    3.1          Lessee shall use and occupy the leased premises as and for a warehouse and office and shall not use the leased premises for any other purpose without the prior written consent of Lessor, which consent shall not be unreasonably withheld.

                    3.2          Lessee shall not use or allow the property or any part thereof to be used or occupied for any unlawful purpose or in violation of any certificate of occupancy or certificate of compliance covering or affecting the use of the leased premises or any part thereof. Lessee shall not suffer any act to be done or any condition to exist on the leased premises or any part thereof which may in law constitute a nuisance, public or private, or which may make void or voidable any insurance with respect thereto. Lessee shall not use, treat, store, or dispose of hazardous or toxic materials in the leased premises except: (a) the storage of inventory; (b) the use and storage of customary quantities of routine cleaning, maintenance, and repair supplies; (c) the use and storage of vehicle fuels, lubricants, and supplies; (d) the use and storage of lift truck batteries and other equipment or supplies used in the ordinary course of Lessee's business; and (e) as otherwise disclosed to Lessor in writing; provided, however, that Lessee shall comply with applicable law with respect to items (a) through (e) above.

                    3.3          Lessee may use and occupy the leased premises incidentally as and for a truck repair garage and automatic truck wash.

Article 4 - RENT

                    4.1          Lessee agrees to pay Lessor as rent for the leased property at such place or places as Lessor may designate from time to time, without notice or demand and without abatement, deduction or setoff, fixed rent of $793,875.00 per annum to November 1, 2000, which sum shall be payable in equal consecutive monthly installments of $66,156.25 each, on or before the first day of each month in advance. Commencing on November 1, 2000, Lessee agrees to pay to Lessor as rent for the leased property at such place or places as Lessor may designate from time to time, without notice or demand and without abatement, deduction or setoff, fixed rent payable in equal, consecutive monthly installments on or before the first day of each month. The annual amount of fixed rent and each monthly installment thereof, commencing on November 1, 2000, shall be as follows:

Period	Annual Fixed Rent	Monthly Installments
November 1, 2000 to and including October 31, 2001	$1,451,450.00	$120,954.17
November 1, 2001 to and including October 31, 2002	$1,480,479.00	$123,373.25

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November 1, 2002 to and including October 31, 2003	$1,510,088.58	$125,840.72
November 1, 2003 to and including October 31, 2004	$1,540,290.35	$128,353.53
November 1, 2004 to and including October 31, 2005	$1,571,096.16	$130,924.68

Lessor and Lessee stipulate and agree that for the purpose of annual fixed rent, the buildings and other improvements contain 414,700 square feet. Should the term of this Lease commence on a day other than the first day of a calendar month or end on a day other than the last day of a calendar month, then the fixed rent for such partial month shall be prorated on a daily basis based upon a thirty (30) day calendar month and shall be payable upon the date hereof or thereof.

                    4.2          It is intended that the rent provided for in this Lease shall be an absolute net return to Lessor for the term of this Lease, free from any loss, expenses or charges with respect to the leased property, including maintenance, repairs, cost of replacement of buildings or improvements, insurance, taxes and assessments now imposed upon or related to the leased property, or with respect to any easements or rights appurtenant thereto, except Lessor's income taxes and except the mortgage payments under any First Mortgage or subordinate mortgage.

                    4.3          All taxes, charges, costs and expenses which the Lessee is required to pay hereunder, together with all interest and penalties that may accrue thereon in the event of the Lessee's failure to pay such amounts, and all damages, costs and expenses which the Lessor may incur by reason of any default of the Lessee or failure on the Lessee's part to comply with the terms of this lease shall be deemed to be "additional rent" and in the event of nonpayment by the Lessee the Lessor shall have all of the rights and remedies with respect thereto as the Lessor has for the nonpayment of the fixed rent. "Fixed rent" and "additional rent" are hereinafter sometimes referred to as "rent".

                    4.4          If Lessee shall fail to pay any rent or other sums or charges payable by Lessee under this Lease when and as the same become due and payable, and such failure shall continue for a period of ten (10) days thereafter, such unpaid amounts shall bear interest at a rate per annum equal to two (2%) percent in excess of the announced base rate of interest of American National Bank and Trust Company of Chicago in effect on the due date of such payment, from the date when the same is payable under the terms of this Lease until the same shall be paid.

Article 5 - TAXES AND ASSESSMENTS

                    5.1          Lessee will pay when due, before any penalties or interest accrue, all taxes, assessments and other charges of any kind levied or assessed prior to or during the continuance of this Lease against the leased property or any part thereof, including any and all taxes imposed by the United States of America, any state or municipality or any political subdivision thereof.

4
Should the State of Michigan or any political subdivision thereof or any governmental authority having any jurisdiction there over impose a tax and/or assessment (other than an income or franchise tax) upon or against the rentals payable hereunder by Lessee to Lessor, either by way of substitution for the taxes and assessments levied or assessed against such land and such buildings, or in addition thereto, such tax and/or assessments shall be deemed to constitute a tax and/or assessment against such land and improvements for the purpose of this Section.

                    5.2          Lessee will pay when due all of Lessee's franchise and other corporate taxes, and within thirty (30) days after request therefor by Lessor, Lessee shall furnish to Lessor official receipts or other satisfactory proof of payment thereof.

                    5.3          Lessee shall have the right upon the prior written approval of the First Mortgagee, at Lessee's own expense, to contest by legal proceedings, or otherwise, the validity of any such tax, assessment or other charge payable by it which it deems to have been unlawfully or excessively levied, and for such purpose shall have the right to institute such contest or proceedings in its own name, or in the name of Lessor, or in both names, as Lessee shall deem necessary, provided however that Lessee must still either make timely payment of such contested taxes and/or assessments and seek a refund thereof, or Lessee, at its election may postpone or defer payment of the same if Lessee, shall deposit with Lessor the amount so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed but become a charge on the leased property or any part thereof, or in lieu thereof, shall have furnished security reasonably satisfactory to Lessor.

                    5.4          If by law any such taxes or assessments may at the option of the taxpayer be paid in installments, Lessee may, provided no event of default shall then exist, exercise the option to pay the same in installments, and in such event shall pay such installments as may become due during the term before any fine, penalty, further interest or cost may be added thereto, so long as Lessee is not in default under this Lease, but if Lessee does default under this Lease, then Lessor shall have the right to thereupon demand that Lessee shall pay in full any or all outstanding taxes and/or assessments. Notwithstanding the aforesaid, Lessee shall be required to pay such taxes and/or assessments in full at least one (1) year before the expiration of the term or in the event of earlier termination hereof Lessee shall pay such taxes and/or assessments in full prior to such termination.

                    5.5          Any taxes or assessments (except those which have been converted into installment payments by Lessee) relating to a fiscal period of a taxing authority, a part of which is included in a period of time after the expiration of the term, shall (whether or not such tax shall be assessed, levied, confirmed, imposed upon or in respect of or become a lien upon the property or shall become due and payable during the term) be pro-rated between Lessor and Lessee as of the expiration of the term, based upon the taxable year. This clause shall not apply in the event of an early termination of this Lease due to default by Lessee.

                    5.6          The Lessee shall furnish to the Lessor official receipts or other satisfactory proof of payment upon receipt thereof by Lessee.

5

                    5.7          In the event of any of the following:

                              5.7.1.          The Lessee defaults under any of the terms of this Lease and fails to cure such default within the period after notice is herein provided; or

                              5.7.2          Lessee defaults under any of the terms of this Lease and as a result thereof the Lessor gives written notice of such defaults to the Lessee twice within any period of twelve (12) consecutive months during the term of this Lease (notwithstanding that such defaults shall have been cured within the period after notice as herein provided); or

                              5.7.3          Lessee fails to pay any taxes or assessments levied against the leased property within thirty (30) days after the due date for payment; or

                              5.7.4          In accordance with the provisions of the First Mortgage, in the event that the First Mortgagee requests that the Lessee make the following payments;

then Lessor shall have the right to thereupon demand that Lessee shall pay in addition to each monthly payment of rent to be paid hereunder, a sum equivalent to one-twelfth of the amount estimated by Lessor to be sufficient to enable Lessor to pay at least thirty (30) days before they become due, all such taxes, assessments and other charges. Such additional payments may be commingled with the general funds of Lessor and no interest shall be payable in respect thereof. Upon demand by Lessor, Lessee will deliver and pay over to Lessor such additional sums as are necessary to make up any deficiency in the amount necessary to enable Lessor to fully pay such taxes, assessments and other charges.

Article 6 - RISK ALLOCATION AND INSURANCE

                    6.1          Allocation of Risks. The parties desire, to the extent permitted by law, to allocate certain risks of personal injury, bodily injury and property damage, and risks of loss of real or personal property by reason of fire, explosion or other casualty, and to provide for the responsibility for insuring those risks. It is the intent of the parties that, to the extent any event is insured for or required herein to be insured for, any loss, cost, damage or expense arising from such event, including, without limitation, the expense of defense against claims or suits, be covered by insurance, without regard to the fault of Lessee, its officers, employees or agents ('Lessee Protected Parties'), and without regard to the fault of Lessor, its respective partners, shareholders, members, agents, directors, officers and employees ('Lessor Protected Parties'). As between Lessor Protected Parties and Lessee Protected Parties, such risks are allocated as follows:

                                        (a)          Lessee shall bear the risk of bodily injury, personal injury or death, or damage to the property, of third persons, occasioned by events occurring on or about the leased premises, regardless of the party at fault. Said risks shall be insured as provided in Section 6.2(a); and

6

                                        (b)          Lessee shall bear the risk of damage to the improvements on the leased premises and to Lessee's contents, trade fixtures, machinery, equipment, furniture and furnishings in the leased premises arising out of loss by the events required to be insured against pursuant to Sections 6.2(b), (d) and (e).

Notwithstanding the foregoing, provided Lessee does not default in its obligation to carry insurance under Section 6.2(a), if and to the extent that any loss occasioned by any event of the type described in Section 6.1(a) exceeds the coverage or the amount of insurance required to be carried under said Section or such greater coverage or amount of insurance as is actually carried, or results from an event not required to be insured against or not actually insured against, the party at fault shall pay the amount not actually covered.

                    6.2          Lessee's Insurance. Lessee shall procure and maintain policies of insurance, at its own cost and expense, insuring:

                                        (a)          The Lessor Protected Parties (as "named insureds"), and the First Mortgagee, and Lessee Protected Parties, from all claims, demands or actions made by or on behalf of any person or persons, firm or corporation and arising from, related to or connected with the leased premises, for bodily injury to or personal injury to or death of any person, or more than one (1) person, or for damage to property in an amount of not less than $2,000,000.00 combined single limit per occurrence/aggregate. Said insurance shall be written on an "occurrence" basis and not on a "claims made" basis. If at any time during the term of this Lease, Lessee owns or rents more than one location, the policy shall provide that the aggregate limit in the policy shall apply separately to each location owned or rented by Lessee. Lessor shall have the right, exercisable by giving written notice thereof to Lessee, to require Lessee to increase such limit if, in Lessor's reasonable judgment, the amount thereof is insufficient to protect the Lessor Protected Parties and Lessee Protected Parties from judgments which might result from such claims, demands or actions;

                                        (b)          The Improvements at any time situated upon the leased premises ("Improvements") against loss or damage by fire, lightning, wind, storm, hail storm, aircraft, vehicles, smoke, explosion, sewer back-up, riot or civil commotion as provided by the Standard Fire and Extended Coverage Policy and all other risks of direct physical loss as insured against under Special Form ('all risk" coverage). Such coverage shall be provided under the blanket policy maintained by Lessee. The insurance coverage shall be for not less than 100% of the full replacement cost of such Improvements and will include building ordinance coverage to include demolition and increased loss of construction, which building ordinance coverage endorsement shall be in an amount as Lessor shall reasonably require, all subject only to such deductibles as Lessor shall reasonably approve in writing. If, in Lessor's reasonable judgment, the amount thereof is insufficient to protect the Improvements, by an agreed amount endorsement covering the Improvements, the full replacement cost of the Improvements shall be designated annually by Lessor, in the good faith exercise of Lessor's judgment. In the event that Lessee does not agree with Lessor's designation, Lessee shall have the right to submit the matter to an insurance appraiser reasonably selected by Lessor and paid for by Lessee. The insurance appraiser shall submit a written report of his appraisal and if said report discloses that the

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Improvements are not insured as therein required, Lessee shall promptly obtain the insurance required. Lessor shall be named as an additional insured and Lessee shall direct its insurer to pay all proceeds for loss or damage to the Improvements only to Lessor. Said insurance shall contain a policy provision waiving the insurer's right of subrogation against any Lessor Protected Party or any Lessee Protected party, provided that such waiver of the right of subrogation shall not be operative in any case where the effect thereof is to invalidate such insurance coverage or increase the cost thereof (except that either party shall have the right, within thirty (30) days following written notice, to pay such increased cost, thereby keeping such waiver in full force and effect);

                                        (c)          Lessor's business income, protecting Lessor from loss of rents and other charges during the period while the leased premises are unleaseable due to fire or other casualty (for a twelve (12) month period);

                                        (d)          Intentionally Omitted;

                                        (e)          All contents and Lessee's trade fixtures, machinery, equipment, furniture and furnishings in the leased premises to the extent of at least ninety percent (90%) of their replacement cost under Standard Fire and Extended Coverage Policy and all other risks of direct physical loss as insured against under Special Form ("all risk" coverage). Said insurance shall contain an endorsement waiving the insurer's right of subrogation against any Lessor Protected Party, provided that such waiver of the right of subrogation shall not be operative in any case where the effect thereof is to invalidate such insurance coverage or increase the cost thereof (except that Lessor shall have the right, within thirty (30) days following written notice, to pay such increased cost, thereby keeping such waiver in full force and effect);

                                        (f)          Lessee Protected Parties from all worker's compensation claims;

                                        (g)          Intentionally Omitted; and

                                        (h)          Insurance against loss or damage to the Improvements from external explosion of boilers, air conditioning equipment and miscellaneous electrical apparatus, if any, in the leased premises. Lessor shall be named as an additional insured and Lessee shall direct its insurer to pay all proceeds for loss or damage to the Improvements only to Lessor. Said insurance shall contain an endorsement waiving the insurer's right of subrogation against any Lessor Protected Party or any Lessee Protected Party, provided that such waiver or right of subrogation shall not be operative in any case where the effect thereof is to invalidate such insurance coverage or increase the cost thereof (except that either party shall have the right, within thirty (30) days following written notice, to pay such increased costs, thereby keeping such waiver in full force and effect.

                    6.3          Form of Insurance. All of the aforesaid insurance shall be in responsible companies. The insurer and the form, substance and amount (where not stated above) shall be satisfactory from time to time to Lessor and the First Mortgagee, and shall unconditionally provide that it is not subject to cancellation or non-renewal except after at least thirty (30) days

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prior written notice to Lessor and the First Mortgagee (except that such period shall be reduced to ten (10) days in the event of cancellation for nonpayment of premiums). The insurance specified in Section 6.2(b) shall contain a mortgage clause satisfactory to the First Mortgagee and the insurance specified in Sections 6.2(c), (d) and (h) shall also insure the First Mortgagee as required by the First Mortgagee. Originals of Lessee's insurance policies (or certificates thereof satisfactory to Lessor), together with satisfactory evidence of payment of the premiums thereon, shall be deposited with Lessor not less than thirty (30) days prior to the end of the term of such coverage.

                    6.4          Fire Protection. Lessee shall conform with all applicable fire codes of any governmental authority, and with the rules and regulations of Lessor's fire underwriters and their fire protection engineers, including, without limitation, the installation of adequate fire extinguishers. In the event that the leased premises are served by a sprinkler system, Lessee will, at all times during the entire Lease term, cause the same to be served by a sprinkler monitoring system connected to the local Fire department or to a qualified monitoring service approved by Lessor; provided, however, that Lessee may self monitor such systems if it certifies to Lessor that its systems meet NFPA 72 Standard for Proprietary Protective Signaling System.

Article 7 - COMPLIANCE WITH LAWS

                    7.1          Lessee will, in its use and occupancy of the leased premises, at its sole cost and expense, comply with, and shall cause all subtenants and other occupants of the leased property to comply with, all Federal, State, county, municipal and other governmental statutes, laws, rules, orders, regulations and ordinances affecting the leased premises or any part thereof or the use thereof. This shall include without limitation obtaining and paying for any and all permits in connection with the use and occupation of the property and shall also pertain to any required structural changes, subject however to Article 10, "Alterations and Additions".

                    7.2          After first having obtained the Lessors' prior written approval, which shall not be unreasonably withheld, and also first having obtained the First Mortgagee's prior written approval, and also having first provided the Lessor with whatever security Lessor may deem necessary under the circumstances, Lessee may thereafter have the right, at its own expense, to contest or review by legal proceedings, or otherwise, any such statutes, laws, rules, orders, regulations, or ordinances, in its own name, or in the name of Lessor or in both names as Lessee shall deem necessary. During the period of any such contest or review, Lessee shall not be deemed in default under this lease for noncompliance with any such statutes, laws, rules, orders, regulations or ordinances.

Article 8 - MECHANIC'S LIENS

                    8.1          Lessee will not create or permit to be created, or to remain, and will promptly discharge, at its sole cost and expense, any lien, encumbrance or charge upon the leased property or any part thereof, or upon Lessee's leasehold interest therein, except such as are created by the Lessor or the First Mortgagee. Provided however that, after first having obtained First Mortgagee's prior written approval, Lessee shall have the right, at its own expense, to

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contest by legal proceedings or otherwise, any such lien, encumbrance or charge upon the leased premises, or the underlying claim giving rise to any such lien, encumbrance or charge, in its own name, or in the name of Lessor or in both names, as Lessee shall deem necessary. During the period of any such contest or proceedings, Lessee shall not be deemed in default under this Lease solely because of the existence of any such lien, encumbrance or charge upon the leased premises. Nothing in this lease contained shall be construed as constituting the consent or request of Lessor, expressed or implied, to any contractor, subcontractor, laborer, materialman or vendor to or for the performance of any labor or construction, alteration, addition, repair or demolition of or to the leased premises or any part thereof. Notice is hereby given that Lessor will not be liable for any labor, services or materials furnished or to be furnished to Lessee, or to anyone holding the leased premises or any part thereof through or under Lessee, and that no mechanic's or other liens for any such labor or materials shall attach to or affect the interest of Lessor or the First Mortgagee in and to the leased premises. Lessor shall have the right to require Lessee to remove any mechanic's lien, on twenty (20) days notice, by providing a bond at Lessee's expense.

Article 9 - REPAIRS AND MAINTENANCE

                    9.1          Lessee shall keep the leased property, including pipes, heating systems, plumbing systems, sprinkler systems, window glass, fixtures and all other appliances and appurtenances, all equipment and other property located thereon, and all alleyways, passageways, sidewalks, curbs and vaults adjoining the leased property in good and clean order and condition, ordinary wear and tear excepted, shall not make or suffer any waste or damage thereto, and shall make all necessary repairs, replacements and renewals thereof, interior and exterior, structural and non-structural, ordinary and extraordinary and foreseen and unforseen. The Lessee shall also maintain all portions of the leased property and adjoining areas, in a clean and orderly condition, free of dirt, rubbish, snow, ice and unlawful obstructions. The necessity for and adequacy of the maintenance, repairs and replacements to the property made or required to be made pursuant to this Section shall be measured by the standards which are appropriate for first-class buildings of similar construction containing similar facilities and which are necessary to maintain the property at all times as a first-class project in a good state of repair.

Article 10 - ALTERATIONS AND ADDITIONS

                    10.1          Lessee, may, at any time, at its sole cost and expense, make all alterations and additions to existing structures and may make other improvements to the leased property, provided that Lessee is not in default under any of the terms or provisions of this Lease, subject to the further provisions of this Article and to all other applicable provisions of this Lease.

                    10.2          No alteration or addition shall be made without Lessor's prior written consent (which consent shall not be unreasonably withheld) if:

                              10.2.1          The proposed alteration or addition would change the type or character of the Improvements; or

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                              10.2.2          The proposed alteration or addition would reduce the size of the Improvements or diminish the area thereof; or

                              10.2.3          If, in any single instance, the estimated cost of any proposed alteration or addition is $50,000.00 or more .

                    10.3          In the event the Lessee should at any time intend to make an addition to the Improvements and if the Lessee intends to obtain a loan to finance the same, then the Lessee shall deliver to the Lessor a written notice to that effect including: (i) plans and specifications; (ii) an itemization of all costs involving such construction; (iii) a copy of the construction contract, if any; and (iv) a copy of any bona fide loan commitment which Lessee has received, and/or a copy of any offer of proposed financing which Lessee has received, if any. The Lessor shall have the right and option for a period of sixty (60) days after receipt of such notice and data to elect to finance such construction upon the same terms as were stated in such prior loan commitment, if any, or in such offer of proposed financing (iv above) by written notice by Lessor to Lessee, or upon any other mutually agreeable terms. If Lessor does not elect to exercise such option and if such proposed loan is effected within ninety (90) days after the termination of such option in the manner and upon the terms set forth in said prior loan commitment, or said prior offer or proposed financing, as the case may be, then the said loan may be consummated, provided however the terms of this Section shall have equal application to any new such lender. If the Lessor does not elect to exercise such option and if the proposed loan is not effected within ninety (90) days after the termination of such option, then such construction may not be financed by a party other than Lessor without again giving the notice to Lessor and the Lessor again shall have the option to loan as herein provided.

                    10.4          Except for alterations and additions not requiring Lessor's prior consent, each alteration or addition shall be made under the supervision of an architect or engineer selected by Lessee and approved by Lessor, which approval shall not be unreasonably withheld; and shall be made in accordance with detailed plans and specifications prepared by such architect or engineer. Copies of all such plans and specifications shall be delivered by Lessee to Lessor, and shall be subject to Lessor's prior approval.

                    10.5          No alteration or addition shall be made except in compliance by Lessee with each of the following provisions:

                              10.5.1          All alterations and additions shall be made with reasonable diligence and dispatch (subject to unavoidable delays) in a first-class manner and with first-class workmanship and materials comparable to or better than those existing.

                              10.5.2          Before any changes or alterations are begun, Lessee shall procure, at its expense, all necessary licenses, permits, approvals and authorizations from all governmental authorities and shall upon demand deliver photocopies thereof to Lessor. Upon Lessee's request, Lessor shall join in the application for such license, permits, approvals and authorizations whenever such action is necessary and Lessee covenants that Lessor will not suffer, sustain or incur any cost, expense or liability by reason thereof.

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                              10.5.3          Promptly after the completion of any change or alteration, Lessee shall procure at Lessee's expense all such approvals by governmental authorities, if any, of the completed change or alteration as may be required by any applicable law or ordinance or any applicable rule or regulation of governmental authorities and all such insurance organizations' approvals, if any, as may be required or customary in connection therewith, and on written demand shall promptly deliver photocopies thereof to Lessor.

                              10.5.4          No alteration or addition shall create any encroachment upon any street or upon any adjacent premises.

                              10.5.5          Unless performed entirely within the enclosure walls of any building then existing on the premises, Lessee shall on written demand promptly deliver to Lessor a copy of a final survey of the premises showing the completed alteration or addition.

                              10.5.6          No alteration or addition shall be made which would render title to the leased premises or any part thereof unmarketable or objectionable to Lessor.

                              10.5.7          No alteration or addition shall be made which would tie-in or connect any building or structure on the premises with any other building or structure located outside of the boundary lines of the premises without the written consent of Lessor, which consent shall not be unreasonably withheld.

                              10.5.8          At all times when any alteration or addition is in progress there shall be maintained, at the Lessee's expense, workmen's compensation insurance in accordance with the law covering all persons employed in connection with the alteration or addition and general liability insurance for the mutual benefit of and insuring the Lessee, Lessor and First Mortgagee, expressly covering the additional hazards due to the addition or alteration, and the Lessee shall provide the Lessor with a copy of such insurance policies upon demand.

                    10.6          The Lessor shall in no event be required to maintain or make any alteration, rebuilding, replacement, change, addition, improvement or repair upon the leased property during the term.

                    10.7          All buildings, alterations, rebuildings, replacements, changes, additions, improvements, equipment and appurtenances on or in the leased property which were placed thereon after December 31, 1975 or which may hereafter be placed thereon shall immediately become the sole and absolute property of the Lessor and shall be deemed to be part of the leased property except that all moveable equipment and trade fixtures installed by the Lessee or others holding under or through the Lessee, shall be and remain the property of the Lessee or such other parties. The Lessor may designate by written notice to Lessee those alterations and additions which shall be removed by Lessee at the expiration or termination of the Lease and Lessee shall promptly remove the same and repair any damage to the leased premises caused by such removal, except as to such alterations and/or additions to which the Lessor (or the Original Lessor) has previously given the Lessee its written consent that the same need not be removed by Lessee at the expiration or termination of this Lease.

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Article 11 - INDEMNITY

                    11.1          Indemnity. Lessee will protect, indemnify and save harmless Lessor (for the purpose of this Article 11 only, the term "Lessor" shall also include the First Mortgagee and the agents of the First Mortgagee and any purchaser of the leased property) Protected Parties (as defined in Section 6.1) from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including without limitation, reasonable attorneys' fees and expenses) imposed upon or incurred by or asserted against the Lessor Protected Parties or any of them of which Lessee is given written notice by reason of (i) any failure on the part of Lessee to perform or comply with any of the terms of this Lease; or (ii) performance of any labor or services or the furnishing of any materials or other property in respect of the leased premises or any part thereof. In case any action, suit or proceeding is brought against the Lessor Protected Parties, of which Lessee is given written notice by reason of any occurrence described in this Section 11.1, Lessee will, at Lessee's expense, by counsel approved by Lessor, resist and defend such action, suit or proceeding, or cause the same to be resisted and defended. The obligations of Lessee under this Section 11.1 shall survive the expiration or earlier termination of this Lease. Lessee warrants, covenants and represents to Lessor that Lessee will perform, in a timely and proper manner, all of Lessee's obligations under the agreement between Buckeye Pipeline Company and Lessee recorded in Liber 16467, page 203 and under the agreement between Chesapeake and Ohio Railway Company and Lessee dated September 5, 1967, involving side tracks.

Article 12 - UTILITIES

                    12.1          Charges for utilities, including without limitation gas, electricity, light, heat, power, water, sewage and telephone or other communication services, shall be paid by Lessee as they are incurred. The Lessee shall furnish to the Lessor receipts or other satisfactory proof of payment of such premiums within a reasonable time after demand by the Lessor.

                    12.2          Lessee shall have the right to use the utility facilities which are presently existing on the leased premises, however, Lessor shall not be required to furnish any service to the leased premises, including, but not limited to, heat, water and power. The Lessor shall not be liable for any failure of water supply or electric current or any service by any utility, for injury to persons (including death) or damage to property resulting from steam, gas, electricity, water, rain or snow which may flow or leak from any part of the leased property or from any pipes, appliances or plumbing works from the street or subsurface or from any other place, or for interference with light or other easements, however caused, except if due to the affirmative negligence of the Lessor.

                    12.3          If the existing facilities are required to be modified or replaced for any reason by any utility company or authorized agency, governmental or otherwise, then Lessee shall comply with the same at its own cost and shall save Lessor harmless therefrom, all subject to Article 10, "Alterations and additions".

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Article 13 - RESTORATION

                    13.1          In case of any damage to or destruction of the leased property or any part thereof, Lessee shall give immediate notice thereof to Lessor and First Mortgagee, and Lessee shall, at Lessee's expense, repair, restore, or rebuild the leased premises or the part thereof so damaged, as nearly as possible to the value, condition and character the same was in immediately prior to such damage or destruction, with such changes or alterations as may be made at Lessee's election pursuant to and subject to the conditions of Article 10, Alterations and Additions, (such repair, restoration, rebuilding, changes and alterations, together with any temporary repairs and property protecting pending completion of the work being herein called "restoration") all in accordance with plans and specifications therefor first approved by Lessor, unless Lessor shall have waived its right of approval in writing.

                    13.2          If, by reason of any damage or destruction mentioned in Sec. 13.1, any sums are to be paid under any insurance policy mentioned in Article 6 hereof, after receiving First Mortgagee's prior written approval, such sum shall be paid as follows:

                              13.2.1          Such sums, other than rent insurance proceeds paid pursuant to Section 6.2(c), shall be paid as provided in Sec. 13.3 except that if the aggregate insurance proceeds received by reason of any single instance of damage or destruction shall be less than $50,000 Dollars, such insurance proceeds (all of Lessor's right, title and interest to which proceeds are hereby assigned to Lessee) shall be paid over to Lessee, and Lessee shall hold the same as a trust fund to be used first for the payment of the entire cost of restoration before using the same for any other purpose; provided however, that if any event of default by Lessee shall exist hereunder at the time such proceeds are so to be paid over to Lessee, such proceeds shall be held and applied as provided for in Sec. 13.3.

                              13.2.2          Rent insurance proceeds paid pursuant to Section 6.2(c), if payable, shall be applied to the payment of, when and as due and payable, the installments of rent and other payments due under this Lease until restoration has been completed. The balance, if any, of such proceeds shall be paid to Lessee or as Lessee may direct. Furthermore, if Lessee shall have escrowed funds with Lessor to be used for the payment of future taxes (under Sec. 5.6 hereof) and/or to be used for the payment of future insurance premiums (under Sec. 6.5 hereof) such insurance proceeds pertaining to taxes and/or insurance shall belong to the Lessee to the extent of such prepaid escrowed funds.

                    13.3          If the aggregate insurance proceeds (other than rent insurance proceeds paid pursuant to Section 6.2(c)) received by reason of any single instance of damage or destruction shall be $50,000 Dollars or more, such insurance proceeds shall be paid over to the Lessor or the First Mortgagee as a Depositary, which shall hold the same as a trust fund to be used for the payment of the cost of restoration as hereinafter provided. Upon receipt by the Depositary of:

                              13.3.1          A certificate of Lessee dated not more than thirty (30) days prior to the date of such receipt (i) requesting the payment of a specified amount of such money; (ii)

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describing in reasonable detail the work and materials applied to the restoration since the date of the last certificate of Lessee; (iii) stating that such specified amount does not exceed the cost of such work and material; (iv) stating that such work and materials have not previously been made the basis of any request for any withdrawal of money;

                              13.3.2          A certificate of an independent engineer or independent architect designated by Lessee, who shall be approved by Lessor (which approval shall not be unreasonably withheld) stating (i) that the work and materials described in the accompanying certificate of Lessee were satisfactorily performed and furnished and were necessary, appropriate and desirable to the restoration in accordance with the plans and specifications therefor approved by Lessor, unless Lessor shall have waived its right of approval in writing; (ii) that the amount specified in such certificate of Lessee is not in excess of the cost of such work and materials; (iii) the additional amount, if any, required to complete the restoration;

                              13.3.3          Evidence satisfactory to the First Mortgagee, and Lessor, that the cost of such work and materials have been paid in full or will be paid in full out of such advance; and

                              13.3.4          Either (i) a written opinion of counsel satisfactory to Lessor, or (ii) the certification of a title company satisfactory to Lessor, in either case that as of a date not more than two (2) days prior to the date of payment described below there exists no filed or recorded lien, encumbrance or change prior to or on a parity with the estate, rights and interest of Lessor (except for the First Mortgage and permitted exceptions); that the leased premises are not subject to any filed or recorded mechanic's, laborer's, materialmen's or other similar lien, encumbrance or charge, and that the fixtures and equipment are not subject to any title retention agreement, security agreement, lien or other encumbrance except those permitted herein; and

                              13.3.5          First Mortgagee's prior written consent to make the following payments in the manner and sums as provided for herein;

Then the Depositary shall pay to the Lessee the amount of such insurance monies specified in such certificate of Lessee, provided that the balance of funds then held by the Depositary will be sufficient for the completion of the restoration as determined by the certificate required by Subsection 13.3.2. Any balance of insurance proceeds after the completion of restoration, as evidenced by a certificate of such independent engineer or independent architect shall be paid to Lessee.

                    13.4          Except in the event of a default by Lessee hereunder, upon the completion of the term of this Lease as specified by Sec. 2.1, or sooner termination of this Lease by condemnation, and so long as Lessee is not in default hereunder, after receiving First Mortgagee's prior written approval, any insurance proceeds not theretofore applied to the cost of restoration, but required therefor, shall be paid to Lessor, and any excess insurance proceeds shall be paid to Lessee; provided however, that if such termination occurs pursuant to Article 14, "Condemnation", such insurance proceeds shall be deemed to be part of the condemnation award and shall be disposed of as provided in said Article.

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                    13.5          Notwithstanding the foregoing provisions of this Article 13, if, within eighteen (18) months prior to the expiration of the term, the Improvements shall be damaged or destroyed to any extent greater than fifty (50%) percent of then full replacement cost thereof (as determined pursuant to Section 6.2(b) hereof), either party shall have the option within sixty (60) days from the date of said damage or destruction to terminate this Lease by giving notice to the other party, which termination shall be effective not less than thirty (30) days after the giving of such notice and thereupon this Lease shall expire and terminate on the date specified in such notice, and Lessee shall thereupon make payment of all net rent and other sums and charges payable by Lessee hereunder as justly apportioned to the date of such termination, except for any then unpaid installments of the assessments which Lessee has elected to pay in installments pursuant to Subsection 5.3 hereof, all of which installments shall forthwith be paid in full by Lessee to Lessor or the taxing authority. In the event of such termination Lessee shall not be required to repair the damage and all insurance monies payable as a result of such damage or destruction shall belong and be paid to Lessor. Notwithstanding the foregoing, Lessee shall not be entitled to exercise its aforesaid "option to terminate" (and any purported exercise thereof shall be void) if at the time:

                              13.5.1          Lessee shall then be in default hereunder; or

                              13.5.2          Any First Mortgage is in effect. In the event all conditions precedent to Lessee's right to exercise its option are satisfied, except the condition in this Subsection 13.5.2, Lessee may exercise its option, provided the hazard insurance proceeds are sufficient to pay off the First Mortgage in full.

                    13.6          Except as otherwise expressly provided in Section 13.5 hereof, no destruction of or damage to the leased premises or any part thereof, whether such damage or destruction be partial or total or otherwise, shall entitle or permit Lessee to surrender or terminate this Lease or shall relieve Lessee from its liability to pay in full the rent and other sums and charges payable by Lessee hereunder or from any of its other obligations under this Lease and Lessee waives any rights now or hereafter conferred upon it by statute or otherwise to surrender this Lease or quit or surrender the leased premises or any part thereof or to receive any suspension, diminution, abatement or reduction of the rent or other sums and charges payable by Lessee hereunder on account of any such destruction or damage except that to the extent to which the Lessor shall have received and retained a sum as proceeds of any rent insurance pursuant to Subsection 13.2.2 hereof, Lessee shall be entitled to a credit therefor against its obligations under this Lease to pay the rent and such other sums and charges.

Article 14 - CONDEMNATION

                    14.1          Taking of Whole. If the whole of the leased premises shall be taken or condemned for a public or quasi public use or purpose by a competent authority, or if such a portion of the leased premises shall be so taken that as a result thereof the balance cannot be used for the same purpose and with substantially the same utility to Lessee as immediately prior to such taking (including a taking of any portion of the parking area such that the remaining land will not reasonably permit a relocation and reconstruction of the parking area which will permit

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the building located on the leased premises to be used as a warehouse), and Lessee elects to terminate this Lease, which election shall be made by giving written notice thereof to Lessor within thirty (30) days after Lessee receives notice of such taking from Lessor or the condemning authority, then in such event, this Lease shall terminate upon delivery of possession to the condemning authority, and any award, compensation or damages hereinafter sometimes called the "Award") shall be paid to and be the sole property of Lessor whether the Award shall be made as compensation for diminution of the value of the leasehold estate or the fee of the leased premises or otherwise and Lessee hereby assigns to Lessor all of Lessee's right, title and interest in and to any and all of the Award. Notwithstanding the foregoing, Lessee shall be entitled to participate in such proceedings at Lessee's expense, and shall have the right to claim and recover from the condemning authority, but not from Lessor, such compensation as may be separately awarded or recoverable by Lessee in Lessee's own right on account of any and all damage to Lessee's business by reason of the condemnation and for or on account of any cost or loss to which Lessee might be put in removing Lessee's merchandise, furniture, trade fixtures, equipment, and personal property, but in no event shall Lessee be entitled to any claim or payment based upon the value of any expired term of this Lease. Lessee shall continue to pay rent until the Lease is terminated and any impositions under Article 5 (Taxes and Assessments) and insurance premiums prepaid by Lessee or any unpaid impositions or other charges which accrue prior to the termination, shall be adjusted between the parties.

                    14.2          Partial Taking. If only a part of the leased premises shall be so taken or condemned, but the Lease is not terminated pursuant to Section 14.1 hereof, Lessee, at its sole cost and expense (subject to Lessee's right to use the Award for such purpose as described below), shall repair and restore the leased premises and all Improvements thereon. Should the building which forms a part of the leased premises be reduced, then the annual fixed rent to be paid by Lessee to Lessor in accordance with Article 4 of this Lease shall be reduced by an amount equal to 10.875% percent of the "Net Award" actually received by Lessor (after payment of reasonable expenses of collection, including attorneys' fees, and deducting therefrom any other amounts paid by Lessor to Lessee in accordance with this Article and further deducting any amount the First Mortgagee requires to be paid against the mortgage indebtedness), provided, however, that the annual fixed rent shall not be reduced as herein provided unless the "Net Award" as herein defined exceeds the sum of $25,000.00. Lessee shall promptly and diligently proceed to make a complete architectural unit of the remainder of the improvements, complying with the procedure set forth in Article 13 for such purpose, and provided Lessee is not then in default hereunder, the amount of the Award relating to the improvements shall be deposited with the Depositary (as defined in Article 13 hereof) which shall disburse the Award to apply on the cost of said repairing or restoration in accordance with the procedure set forth in Section 13.3. If Lessee does not make a complete architectural unit of the remainder of the improvements within a reasonable period after such taking or condemnation, not to exceed one hundred eighty (180) days, then, in addition to whatever other remedies Lessor may have either under this Lease, at law or in equity, the money received by and then remaining in the custody of the Depositary shall, at Lessor's election be paid to and retained by Lessor, as liquidated damages resulting from failure of Lessee to comply with the provisions of this Section. Any portion of the Award as may not have to be expended for such repairing or restoration shall be paid to Lessor."

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Article 15 ASSIGNMENT AND SUBLETTING

                    15.1          Consent Required

                                        (a)          Lessee shall not, without Lessor's prior written consent, (i) assign or convey this Lease or any interest under it; (ii) sublet the leased premises or any part thereof; (iii) amend a sublease previously consented to by Lessor; or (iv) permit the use or occupancy of the leased premises or any part thereof by anyone other than Lessee. If Lessee proposes to assign the Lease or enter into any sublease of the leased premises, Lessee shall deliver written notice thereof to Lessor, together with a copy of the proposed assignment or sublease agreement at least thirty (30) days prior to the effective date of the proposed assignment, or the commencement date of the term of the proposed sublease. Any proposed assignment or sublease shall be expressly subject to all of the terms, conditions and covenants of this Lease. Any proposed assignment shall contain an express written assumption by assignee of all of Lessee's obligations under this Lease. Any proposed sublease shall (i) provide that the sublessee shall procure and maintain policies of insurance as required of Lessee under the terms of Section 6.2 hereof, (ii) provide for a copy to Lessor of notice of default by either party, and (iii) otherwise be reasonably acceptable in form to Lessor.

                                        (b)          Lessor's consent to any assignment or subletting shall not unreasonably be withheld. In making its determination as to whether to consent to any proposed assignment or sublease, Lessor may consider, among other things, the creditworthiness and business reputation of the proposed assignee or sublessee, the intended manner of use of the leased premises by the proposed assignee or sublessee, the estimated vehicular traffic on or about the leased premises which would be generated by the proposed assignee or sublessee or by its manner of use of the leased premises, and any other factors which Lessor may reasonably deem relevant. Lessee's remedy, in the event that Lessor shall unreasonably withhold its consent to an assignment or subletting, shall be limited to injunctive relief or declaratory judgment and in no event shall Lessor be liable for damages resulting therefrom. Lessor agrees to promptly stipulate to the facts in any such proceedings for injunctive relief or declaratory judgment. No consent by Lessor to any assignment or subletting shall be deemed to be a consent to any further assignment or subletting or to any sub-subletting.

                                        (c)          In the event that Lessee proposes to assign the Lease or to enter into a sublease of all or substantially all of the leased premises, Lessor shall have the right, so long as the First Mortgagee shall consent in writing thereof, in lieu of consenting thereto, to terminate this Lease, effective as of the effective date of the proposed assignment or the commencement date of the proposed sublease, as the case may be. Lessor may exercise said right by giving Lessee written notice thereof within twenty (20) days after receipt by Lessor of Lessee's notice, given in compliance with Article 20 hereof, of the proposed assignment or sublease. In the event that Lessor exercises such right, Lessee shall surrender the leased premises on the effective date of the termination and this Lease shall thereupon terminate. Lessor may, in the event of such termination, enter into a lease with any proposed assignee or sublessee for the leased premises.

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                                        (d)          In the event that Lessee subleases only a portion of the leased premises, Lessee shall pay to Lessor monthly, as additional rent hereunder, fifty percent (50%) of the amount calculated by subtracting from the rent and other charges and consideration payable from time to time by the sublessee to Lessee for said space, the amount of rent payable by Lessee to Lessor under this Lease, allocated (based on the relative rentable square foot area of the total leased premises and of that portion of the leased premises so subleased by Lessee) to the subleased portion of the leased premises.

                                        (e)          No permitted assignment shall be effective and no permitted sublease shall commence unless and until any default by Lessee hereunder shall have been cured. No permitted assignment or subletting shall relieve Lessee from Lessee's obligations and agreements hereunder and Lessee shall continue to be liable as a principal and not as a guarantor or surety to the same extent as though no assignment or subletting had been made.

                    15.2          Permitted Assignments. Notwithstanding anything to the contrary contained in this Lease, Lessee may, without Lessor's consent, grant a mortgage or security interest in this Lease, provided that such mortgage or security interest shall apply only to Lessee's leasehold interest in the leased premises. Notwithstanding anything to the contrary contained in this Lease, Lessee may, without Lessor's consent, assign this Lease to any corporation resulting from a merger or consolidation of the Lessee or to any corporation or other entity that acquires all or substantially all of the assets of Lessee upon the following conditions: (a) that the tangible net worth of such assignee after such consolidation or merger shall be equal to or more than that of Lessee immediately prior to such consolidation or merger; (b) that Lessee is not at such time in default hereunder; and (c) that such assignee or successor shall execute an instrument in writing fully assuming all of the obligations and liabilities imposed upon Lessee hereunder and deliver the same to Lessor prior to the effective date of such assignment. Lessor's right to terminate this Lease as provided in Section 15.1(c) above shall not apply to any permitted assignment under this Section 15.2.

                    15.3          Other Transfer of Lease. Lessee shall not allow or permit any transfer of this Lease, or any interest hereunder, by operation of law, or mortgage, pledge, encumber or permit a lien on this Lease or any interest herein.

                    15.4          Lessor's Rights. The Lessor may assign, mortgage, sell or otherwise transfer its right, title and interest in the leased property without Lessee's consent.

                    15.5          Assignment of Rents. Should Lessee sublet all or any portion of the leased premises, the interest of the Lessee in any such subleases and all rents from any such sublessees and all other rents and profits of and from the leased premises are hereby collaterally assigned to Lessor effective upon default by Lessee hereunder and shall be payable under such assignment to Lessor. Each sublease hereinafter executed by Lessee will include provisions and forms satisfactory to Lessor, (a) in which the sublessee acknowledges the superior rights of Lessor under the terms of this Lease and (b) the sublessee, upon request of Lessor, shall agree that in the event of the termination of the leasehold estate created by this Lease, its sublease shall

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continue in full force and effect and the sublessee shall upon request from Lessor attorn to and acknowledge Lessor, its successors and assigns, as Lessor under the sublease."

Article 16 - CURING OF LESSEE'S DEFAULT

                    16.1          If Lessee shall at any time fail to make any payment or perform any act on its part to be made or performed hereunder, then Lessor, after ten (10) days' notice to Lessee, except when other notice is expressly provided for in this Lease (or upon such shorter or immediate notice as may be reasonable in case of an emergency situation which physically threatens the leased property), and without waiving or releasing Lessee from the obligations of Lessee contained in this Lease, may (but shall be under no obligation to) make such payment or perform such act, and may enter upon the leased premises for any such purpose, and take all such action thereon as may be necessary therefor.

                    16.2          All sums paid by Lessor and all costs and expenses incurred by Lessor in connection with the performance of any such act, together with interest thereon at a rate per annum equal to two (2%) percent in excess of the announced base rate of interest of American National Bank and Trust Company of Chicago in effect on the respective dates of Lessor's making of such payment or incurring of such cost and expense until the same shall be paid, together with any consequential damages Lessor may suffer by reason of the failure of Lessee to make such payment or perform such act, and counsel fees incurred by Lessor in connection therewith or in enforcing its rights hereunder, shall be paid by Lessee to Lessor on demand as addition rent hereunder.

                    16.3          Lessee agrees to hold Lessor harmless from any inconvenience or interference with Lessee's operation of its business as a result of Lessor having to cure a default of Lessee hereunder.

Article 17 - REMEDIES

                    17.1          Defaults. Lessee agrees that any one or more of the following events shall be considered Events of Default as said term is used herein:

                              (a)          Lessee shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Lessee asking reorganization of Lessee under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any state, shall be entered, and any such decree or judgment or order shall not have been vacated or set aside within sixty (60) days from the date of the entry or granting thereof; or

                              (b)          Lessee shall file or admit the jurisdiction of the court and the material allegations contained in any petition in bankruptcy or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws as now or hereafter amended, or Lessee shall institute any proceeding or shall give its consent to the institution of any proceedings for any relief of Lessee under any bankruptcy or insolvency laws or any laws relating to the relief of

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debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or

                              (c)          Lessee shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Lessee or any of the property of Lessee; or

                              (d)          The leased premises are levied upon by any revenue officer or similar officer; or

                              (e)          A decree or order appointing a receiver of the property of Lessee shall be made and such decree or order shall not have been vacated or set aside within sixty (60) days from the date of entry or granting thereof; or

                              (f)          Lessee shall abandon the leased premises during the term hereof; or

                              (g)          Lessee shall default in any payment of Rent or in any other payment required to be made by Lessee hereunder when due as herein provided (all of which other payments shall be deemed 'additional rent' payable hereunder), or shall default under Section 6.2 hereof, and any such default shall continue for five (5) days after notice thereof in writing to Lessee; or

                              (h)          Lessee shall fail to contest the validity of any lien or claimed lien and give security to Lessor to assure payment thereof, or, having commenced to contest the same and having given such security, shall fail to prosecute such contest with diligence, or shall fail to have the same released and satisfy any judgment rendered thereon, and such default continues for ten (10) days after notice thereof in writing to Lessee; or

                              (i)          Lessee shall default in keeping, observing or performing any of the other covenants or agreements herein contained to be kept, observed and performed by Lessee, and such default shall continue for thirty (30) days after notice thereof in writing to Lessee or shall exist at the expiration of the Lease term; or

                              (j)          Lessee shall default in keeping, observing or performing any covenant or agreement herein contained to be kept, observed and performed by Lessee, which default may result in an imminent risk of damage to property (including without limitation the leased premises or the Improvements thereon) or injury to or death of persons, and such default shall not be cured immediately upon notice thereof to Lessee (which notice may be oral); or

                              (k)          Intentionally Omitted; or

                              (l)          Lessee shall repeatedly be late in the payment of rent or other charges required to be paid hereunder or shall repeatedly default in the keeping, observing, or performing of any other covenants or agreements herein contained to be kept, observed or

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performed by Lessee (provided notice of such payment or other defaults shall have been given to Lessee, but whether or not Lessee shall have timely cured any such payment or other defaults of which notice was given). For purposes of this subsection, the term "repeatedly" shall mean that a late payment or default occurs at least three (3) times during a twelve (12) month period.

                    17.2          Remedies. Upon the occurrence of any one or more Events of Default, Lessor may at its election terminate this Lease or terminate Lessee's right to possession only, without terminating the Lease. Upon termination of the Lease, or upon any termination of Lessee's right to possession without termination of the Lease, Lessee shall surrender possession and vacate the leased property immediately, and deliver possession thereof to Lessor, and hereby grants to Lessor the full and free right, without demand or notice of any kind to Lessee (except as hereinabove expressly provided for), to enter into and upon the leased property in such event with process of law and to repossess the leased property as Lessor's former estate and to expel or remove Lessee and any others who may be occupying or within the leased property without being deemed in any manner guilty of trespass, eviction, or forcible entry or detainer, without incurring any liability for any damage resulting therefrom and without relinquishing Lessor's rights to rent or any other right given to Lessor hereunder or by operation of law. Upon termination of the Lease, Lessor shall be entitled to recover as damages all rent and other sums due and payable by Lessee on the date of termination, plus (a) an amount equal to the value, on an annual basis, of the excess (discounted to present value at eight percent (8%) annually) of (i) the rent and other sums provided herein to be paid by Lessee for the residue of the stated term hereof over (ii) the fair rental value of the leased property for the residue of the stated term taking into account the time and expenses necessary to obtain a replacement lessee or lessees, including expenses hereinafter described relating to recovery of the leased property, preparation for reletting and for reletting itself), and (b) the cost of performing any other covenants to be performed by Lessee. If Lessor elects to terminate Lessee's right to possession only without terminating the Lease, Lessor may, at Lessor's option, enter on to the leased property, remove Lessee's signs and other evidences of tenancy, and take and hold possession thereof as hereinafter provided, without such entry and possession terminating the Lease or releasing Lessee, in whole or in part, from Lessee's obligations to pay the rent and other sums provided herein to be paid by Lessee for the full term or from any other of its obligations under this Lease. Lessor may relet all or any part of the leased property for such rent and upon such terms as shall be satisfactory to Lessor (including the right to relet the leased property as a part of a larger area the right to change the character or use made of the leased property). For the purpose of such reletting, Lessor may decorate or make any repairs, changes, alterations or additions in or to the leased property that may be necessary or convenient. If Lessor does not relet the leased property, Lessee shall pay to Lessor on demand damages equal to the amount of the rent, and other sums provided herein to be paid by Lessee for the remainder of the Lease term. If the leased property is relet and a sufficient sum shall not be realized from such reletting after paying all of the expenses of such decorations, repairs, changes, alterations, additions, the expenses of such reletting and the collection of the rent accruing therefrom (including, but not by way of limitation, attorneys' fees and brokers' commissions), to satisfy the rent and other sums herein provided to be paid for the remainder of the Lease term, Lessee shall pay to Lessor on demand any deficiency and Lessee agrees that Lessor may file suit to recover any rent or other sums falling due under the terms of this Section from time to time. Lessor shall use reasonable efforts

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to mitigate defaults; Lessor shall not be deemed to have failed to use such reasonable efforts by reason of the fact that Lessor has sought to relet the leased property at a rental rate higher than that payable by Lessee under this Lease (but not in excess of the then current market rental rate).

                    17.3          Lessee's Opportunity to Cure. If Lessee defaults under Section 19.1(i), and such default cannot with due diligence be cured within a period of thirty (30) days, and if notice thereof in writing shall have been given to Lessee, and if Lessee, prior to the expiration of thirty (30) days from and after the giving of such notice, commences to eliminate the cause of such default and proceeds diligently and with reasonable dispatch to take all steps and do all work required to cure such default and does so cure such default, then an Event of Default shall not be deemed to have occurred; provided, however, that Lessee's right to cure hereunder shall not extend beyond the expiration of the Lease term, and provided further that the curing of any default in such manner shall not be construed to limit or restrict Lessor's remedies for any other default which becomes an Event of Default .

                    17.4          Intentionally Omitted.

                    17.5          Remedies Cumulative. No remedy herein or otherwise conferred upon or reserved to Lessor shall be considered to exclude or suspend any other remedy but the same shall be cumulative and shall be in addition to every other remedy given hereunder, or now or hereafter existing at law or in equity or by statute, and every power and remedy given by this Lease to Lessor may be exercised from time to time and so often as occasion may arise or as may be deemed expedient.

                    17.6          No Waiver. No delay or omission of Lessor to exercise any right or power arising from any default shall impair any such right or power or be construed to be a waiver of any such default or any acquiescence therein. No waiver of any breach of any of the covenants of this Lease shall be construed, taken or held to be a waiver of any other breach, or as a waiver, acquiescence in or consent to any further or succeeding breach of the same covenant. The acceptance by Lessor of any payment of Rent after the termination by Lessor of this Lease or of Lessee's right to possession hereunder shall not, in the absence of agreement in writing to the contrary by Lessor, be deemed to restore this Lease or Lessee's right to possession hereunder, as the case may be, but shall be construed as a payment on account, and not in satisfaction of damages due from Lessee to Lessor.

Article 18 - SUBORDINATION OR SUPERIORITY

                    18.1          Subordination or Superiority. If any First Mortgagee shall agree that, if it becomes the owner of the leased premises by foreclosure or deed in lieu of foreclosure, it will recognize the rights and interest of Lessee under the Lease and not disturb Lessee's use and occupancy of the leased premises if and so long as no Event of Default of Lessee has occurred (which agreement may, at such mortgagee's option, require attornment by Lessee), then all or a portion of the rights and interests of Lessee under this Lease shall be subject and subordinate to the First Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof. Any First Mortgagee may elect that,

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instead of making this Lease subject and subordinate to its first mortgage or first trust deed, the rights and interest of Lessee under this Lease shall have priority over the lien of the First Mortgage. Lessee agrees that it will, within ten (10) days after demand in writing, execute and deliver whatever instruments may be reasonably required, either to make this Lease subject and subordinate to the First Mortgage, or to give the Lease priority over the lien of the First Mortgage, whichever alternative may be elected by the First Mortgagee. Should Lessor request that Lessee execute any document in accordance with this Section 18.1 more than one time during a twelve (12) month period, Lessor shall pay the reasonable costs and expenses of Lessee resulting therefrom.

Article 19 - QUIET ENJOYMENT & RIGHT OF ENTRY

                    19.1          Lessee, upon performing the covenants herein on Lessee's part to be performed, shall and may peaceably and quietly have, hold and enjoy the leased premises during the term hereof free of any claim or other action by Lessor or First Mortgagee or anyone claiming by, through, or under Lessor or First Mortgagee. Lessor warrants that Lessor has the full right to lease the leased premises for the term and in the manner herein provided.

                    19.2          Upon twenty-four (24) hour prior written notice to Lessee (or upon such shorter or immediate notice as may be reasonable in case of an emergency situation which physically threatens the leased property), Lessor or its agents shall have the right to enter the leased premises at all reasonable times to examine the same and to show them to prospective purchasers.

Article 20 - NOTICES

                    20.1          All notices and communications by either party to the other shall be in writing. All notices shall be sent by United States registered or certified mail, postage prepaid, addressed to Lessee at the address of the leased premises or at such other place as Lessee may from time-to-time designate in a written notice to Lessor; and addressed to Lessor at c/o Cohen Financial, 2 North LaSalle Street, Suite 800, Chicago, Illinois 60602 Attention: Legal Department, or at such other place that may from time-to-time be designated in a written notice to Lessee. In addition, Lessee shall be required to furnish the First Mortgagee with a copy of any notice to Lessor which specifies a default by Lessor of any of its obligations hereunder, which notice shall be addressed to First Mortgagee at Bank One, 200 S. Wacker Dr., 6^th Floor, Mail Code IL-1-0950, Chicago, IL 60606, or at such other place as may from time-to-time be designated in a written notice to Lessee. Notice shall be deemed to be given when deposited in United States mail, with postage fully prepaid.

Article 21 - ESTOPPEL CERTIFICATES

                    21.1          Each party agrees that from time-to-time upon not less than ten (10) days' prior notice from the other to execute, acknowledge and deliver without charge to the other party or to any person designated by the other party a statement (but not more than one in any thirty (30) day period) in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications identifying the same by the date thereof and specifying the

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nature thereof), that to the knowledge of such party no uncured event of default exists hereunder (or if any such uncured event of default does exist, specifying the same), the dates to which the rent and other sums and charges payable hereunder have been paid, and with respect to Lessee that Lessee to its knowledge has no claims against Lessor hereunder (or if Lessee has any such claims, specifying the same). Should Lessor request that Lessee execute any document in accordance with this Section 21.1 more than one time during a twelve (12) month period, Lessor shall pay the reasonable costs and expenses of Lessee resulting therefrom.

Article 22 - SURRENDER OF THE PROPERTY

                    22.1          Upon the termination of this Lease, Lessee shall quit and surrender the leased premises, broom-clean, to Lessor without delay and in good order, condition and repair, ordinary wear and tear excepted, free and clear of all lettings and occupancies, and free and clear of all liens and encumbrances, except that part of the premises which have been taken through eminent domain, if any, after the delivery hereof, without any payment therefor by Lessor. Upon such termination, title to (1) all the "leased property" as defined in Sec. 1.1 hereof, and (2) title to all buildings, alterations, rebuildings, replacements, changes, additions, improvements, fixtures, equipment and appurtenances which have been erected, installed or fixed on or in the leased property during the term of this Lease (not including moveable equipment and trade fixtures owned by Lessee), shall automatically vest in Lessor without the execution of any further instrument and this instrument shall be a conveyance of Lessee's interest in said properties as of such date of termination. Lessee shall, however, on demand execute, acknowledge and deliver to Lessor any further assurances of title to said improvements and properties as Lessor may request, and Lessee hereby irrevocably constitutes and appoints Lessor as Lessee's attorney-in-fact, coupled with an interest, to execute, acknowledge and deliver any such instrument in the name and on behalf of Lessee in the event Lessee shall for any reason fail to execute, acknowledge and deliver the same promptly after demand is made therefore by Lessor. Any personal property owned by Lessee or other occupant of the property which shall remain on the property after the termination of this Lease, and the removal of Lessee or other occupant from the property, may at the option of Lessor, be deemed to have been abandoned and may be disposed of without accountability, as Lessor may see fit, without prejudice to the rights of any such other occupant as against the Lessee.

          Lessor shall have the right to require Lessee to remove any alterations or additions constructed under Article 10 hereof that were constructed after 1978, subject to the terms of Section 10.7 above. Said rights shall be exercised by Lessor giving written notice to Lessee on or before ninety (90) days' after such termination. If Lessor requires removal of any such alterations or additions, and Lessee does not make such removal in accordance with this section at the time of such termination, or within ten (10) days after such request, whichever is later, Lessor may remove the same (and repair any damage occasioned thereby), and dispose thereof or, at its election, deliver the same to any other place of business of Lessee or warehouse the same. Lessee shall pay the costs of such removal, repair, delivery and warehousing to Lessor on demand. Upon termination of this Lease, whether by forfeiture, lapse of time or otherwise, or upon termination of Lessee's right to possession of the leased premises, Lessee shall remove articles of personal property incident to its business; "Trade Fixtures"; provided, however, that

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Lessee shall repair any injury or damage to the leased premises which may result from such removal. If Lessee does not remove Lessee's Trade Fixtures from the leased premises prior to the expiration or earlier termination of the lease term, Landlord may, at its option, remove the same (and repair any damage occasioned thereby) and dispose thereof or deliver the same to any other place of business of Lessee or warehouse the same and Lessee shall pay the cost of such removal, repair, delivery and warehousing to Lessor on demand or Lessor may treat such Trade Fixtures as having been conveyed to Lessor with this Lease being a bill of sale, without further payment or credit by Lessor to Lessee.

                    22.2          Holding Over. Lessee shall have no right to occupy the leased premises or any portion thereof after the expiration of the Lease or after termination of the Lease or of Lessee's right to possession pursuant to Section 17.2 hereof. In the event Lessee or any party claiming by, through or under Lessee holds over, Lessor may exercise any and all remedies available to it at law or in equity to recover possession of the leased premises, and for damages. For each and every month or partial month that Lessee or any party claiming by, through or under Lessee remains in occupancy of all or any portion of the leased premises after the expiration of the Lease or after termination of the Lease or Lessee's right to possession, Lessee shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to 150% the rate of rent payable by Lessee hereunder immediately prior to the expiration or other termination of the Lease or of Lessee's right to possession. The acceptance by Lessor of any lesser sum shall be construed as a payment on account and not in satisfaction of damages for such holding over. If the holding over occurs at the expiration of the Lease term or by reason of a termination by mutual agreement of the parties, Lessor may, as an alternative remedy, elect that such holding over shall constitute a renewal of this Lease on a month-to-month basis at a rental equal to 150% of the rate of annual fixed rent payable hereunder immediately prior to the expiration of the Lease, and upon all of the other covenants and agreements contained in this Lease.

Article 23 - INTENTIONALLY OMITTED.

Article 24 - ENVIRONMENTAL CONDITIONS

                    24.1          "Environmental Condition" Defined. As used in this Lease, the phrase "Environmental Condition" shall mean: (a) the presence of any substance in soil, groundwater, surface water, or other environmental medium in excess of applicable, legally binding criteria, and includes, without limitation, air, land and water pollution, noise, vibration, and odors, or (b) any condition which affords a basis for a claim of liability under the Comprehensive Environment Response Compensation and Liability Act, as amended ("CERCLA"), or the Resource Conservation and Recovery Act ("RCRA"), or any claim of violation of the Clean Air Act, the Clean Water Act, the Toxic Substance Control Act ("TSCA"), or any claim of liability or of violation under any federal statute hereafter enacted dealing with the protection of the environment or with the health and safety of employees or members of the general public, or under any rule, regulation, or permit under any of the foregoing, or under any law, rule or regulation now or hereafter promulgated by the state in which the leased premises are located, or any political subdivision thereof, relating to such matters (collectively "Environmental Laws").

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                    24.2          Compliance by Lessee. Lessee shall, at all times during the Lease term, comply with all Environmental Laws applicable to its use of the leased premises and shall not, in the use and occupancy of the leased premises, cause or contribute to any Environmental Condition on or about the leased premises. Without limiting the generality of the foregoing, Lessee shall not, without first notifying Lessor in writing, receive, keep, maintain or use on or about the leased premises any substance in a quantity as to which a filing with a local emergency planning committee, the State Emergency Response Commission or the fire department having jurisdiction over the leased premises is required pursuant to § 311 and/or § 312 of CERCLA, as amended by the Superfund Amendment and Reauthorization Act of 1986 ("SARA") (which latter Act includes the Emergency Planning and Community Right-to-Know Act of 1986).

                    24.3          Environmental Indemnity. Lessee will protect, indemnify and save harmless the Lessor Protected Parties (as defined in Article 6), and all of their respective agents, members, directors, officers and employees, and First Mortgagee, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) of whatever kind or nature, contingent or otherwise, known or unknown, incurred or imposed, based upon Lessee's noncompliance with any Environmental Laws or resulting from any Environmental Condition on or about the leased premises which is caused by Lessee prior to or during the Lease term, or which is contributed to by Lessee prior to or during the Lease term, but only to the extent of such contribution. In case any action, suit or proceeding is brought against any of the parties indemnified herein by reason of Lessee's noncompliance with any Environmental Laws or any Environmental Condition on or about the leased premises which is caused by Lessee prior to or during the Lease term, Lessee will, at Lessee's expense, by counsel approved by Lessor, resist and defend such action, suit or proceeding, or cause the same to be resisted and defended. The obligations of Lessee under this Section 24.3 shall survive the expiration or earlier termination of this Lease.

                    24.4          Testing and Remedial Work. In the event that Lessee experiences a spill or release of any hazardous substance or otherwise causes an Environmental Condition or about the leased premises, Lessee shall promptly notify Lessor of the event or condition and shall promptly and at its sole cost and expense, take any and all steps necessary to remedy the same, complying with all provisions of applicable law.

Article 25 - LAWS OF MICHIGAN TO GOVERN

                    25.1          This Lease shall be interpreted under and governed by the laws of the State of Michigan.

Article 26 - SECTION TITLES

                    26.1          The section titles as to contents as to particular sections herein are inserted for convenience only and are in no way to be construed as part of this Lease or as in limitation on the scope of the particular section to which they refer.

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Article 27 - WAIVER OF BREACH

                    27.1          No waiver by either party of any breach or default by the other party of any covenant or condition of this Lease shall be effective unless it is in writing and signed by the parties so waiving and any such waiver shall not constitute a waiver as to any future breach of default.

Article 28 - SEVERABILITY AND SAVINGS

                    28.1          Each covenant, term and condition of this Lease shall be severable from the remainder. If any provision shall be held illegal or unenforceable, the remainder shall be enforced according to its terms.

Article 29 - MODIFICATION AND AMENDMENT

                    29.1          This Lease may not be modified or amended except in writing signed by the parties hereto or their respective successors and heirs or assigns.

Article 30 - LESSEE'S STATEMENT

                              Lessee shall furnish to Lessor, within ten (10) days after written request therefore from Lessor, a copy of the then most recent annual report of Lessee. It is mutually agreed that Lessor may deliver a copy of such statement to any mortgagee or prospective mortgagee of Lessor, or any prospective purchaser of the leased premises, but otherwise Lessor shall treat such statements and information contained therein as confidential.

Article 31 - COVENANTS BINDING ON SUCCESSORS

                              All of the covenants, agreements, conditions and undertakings contained in this Lease shall extend and inure to and be binding upon the heirs, executors, administrators, successors and assigns of the respective parties hereto, the same as if they were in every case specifically named, and wherever in this Lease reference is made to either of the parties hereto, it shall be held to include and apply to, wherever applicable, the heirs, executors, administrators, successors and assigns of such party. Nothing herein contained shall be construed to grant or confer upon any person or persons, firm, corporation or governmental authority, other than the parties hereto, their heirs, executors, administrators, successors and assigns, any right, claim or privilege by virtue of any covenant, agreement, condition or undertaking in this Lease contained.

Article 32 - LANDLORD MEANS OWNERS

                              The term "Lessor" as used in this Lease, so far as covenants or obligations on the part of the Lessor are concerned, shall be limited to mean and include only the owner or owners at the time in question of the fee of the leased premises, and in the event of any transfer or transfers of the title to such fee, Lessor herein named (and in case of any subsequent transfer or conveyances, the then grantor) shall be automatically freed and relieved, from and after the

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date of such transfer or conveyance, of all liability as respects the performance of any covenants or obligations on the part of Lessor contained in this Lease thereafter to be performed; provided that any funds in the hands of such Lessor or the then grantor at the time of such transfer, in which Lessee has an interest, shall be turned over to the grantee, and any amount then due and payable to Lessee by Lessor or the then grantor under any provisions of this Lease shall be paid to Lessee.

Article 33 - EXCULPATION

                              Any obligation of Lessor under this Lease shall be enforceable against and payable out of Lessor's interest in the leased property, and Lessee hereby agrees that, with respect to any obligation of Lessor under this Lease, neither Lessee nor any other person shall have or may assert any right, recourse or remedy to or against Lessor or any assets of Lessor, except to the extent (if any) of their respective interests in the leased property and no officer, shareholder, director, employee, partner, trustee, beneficiary, member or manager of Lessor assumes or shall have any personal liability of any kind whatsoever hereunder.

Article 34 - OPTION TO EXTEND

                              Provided that no Event of Default shall have occurred which remains uncured and provided that Lessee shall be in possession of the leased property, Lessee shall have the right, exercisable by given written notice ("First Renewal Notice") thereof to Lessor at least nine (9) months but not before twelve (12) months prior to the expiration of the original term of this Lease, to extend the term of this Lease for an additional term of thirty-six (36) calendar months ("First Renewal Period") upon all of the terms, covenants and conditions contained in this Lease, except that the annual fixed rent shall be Market Rent.

                              Market Rent for the First Renewal Period shall be determined as follows:

                                        (i)          After timely receipt by Lessor of the First Renewal Notice, Lessor and Lessee shall have a period which will end sixty (60) days prior to the expiration of the original term of this Lease ("Initial Rent Determination Period") in which to agree on Market Rent for the First Renewal Period. If Lessor and Lessee agree on Market Rent for the First Renewal Period, then they shall immediately execute an amendment to this Lease stating and incorporating such agreed upon Market Rent.

                                        (ii)          If Lessor and Lessee are unable to agree on Market Rent for the First Renewal Period, subject to the limitation set forth in subsection (iv) below, Lessor and Lessee shall proceed as follows:

                                                  (1)          Not later than ten (10) days after the expiration of the Initial Rent Determination Period, each party shall appoint an appraiser ("Appraiser") and notify the other party of such appointment by identifying the appointee; provided, however, that if either party fails to give notice of its designation of an Appraiser within such ten (10) day period, the appraiser designated by the other party shall act as the sole Appraiser and shall

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determine Market Rent for the First Renewal Period. For purposes of this Lease, an "Appraiser" means a Michigan licensed MAI appraiser who (i) shall be an independent, disinterested party (i.e. the appraiser shall not be an affiliate of any party and the total fees paid to the appraiser by any party and affiliates of any party during the preceding five (5) years shall not exceed one (1%) percent of the appraiser's gross income for such period), and (ii) shall have not less than five (5) years experience in appraising properties comparable to the leased premises.

                                                  (2)          Not later than twenty (20) days after both Appraisers are appointed, the two appraisers shall determine, in accordance with standard appraisal practices and procedures and the requirement of this Lease, the Market Rent for the First Renewal Period, and their decision shall be final and binding upon the parties.

                                                  (3)          If the two Appraisers are unable to agree on Market Rent for the First Renewal Period within twenty (20) days after appointment, then the Appraisers shall inform the parties. Unless the parties shall both otherwise then direct, the appraisers shall select a third Appraiser, not later than ten (10) days after the expiration of said twenty(20) day period. If no third Appraiser is selected within such ten (10) day period, then either party may request the then president of the board of realtors for the Plymouth, Michigan, area (or any similar organization) to appoint the third appraiser. The third Appraiser shall have the qualifications set forth in subsection (ii) (1) above. Within twenty (20) days after appointment, the third appraiser shall determine Market Rent for the First Renewal Period in accordance with standard appraisal practices and procedures and the requirements of this Lease and the Market Rent shall be the average of the two closest appraisals.

                                                  (4)          Each party shall be responsible for the costs, charges and/or fees of its Appraiser and the parties shall share equally in the costs, charges and/or fees of the third Appraiser. The decision of the Appraiser(s) shall be stated and incorporated into an amendment to this Lease, which shall be executed by both parties.

                                        (iii)          The term "Market Rent" shall mean the annual amount of fixed rent that a willing, comparable, non-equity, non-expansion tenant would pay and a willing, comparable owner of an warehouse facility in Plymouth, Michigan comparable to the leased premises would accept, at arm's length, on a "net lease" basis, giving appropriate consideration to brokerage commissions, if any, length of lease term, size and location of the leased premises, and any other generally applicably terms and conditions for tenancy of industrial facilities similar to the leased premises.

                                        (iv)          The parties agree that the Market Rent for the First Renewal Period shall not be less than $1,571,096.16 per year.

                              Provided that no Event of Default shall have occurred which remains uncured provided that the term hereof has been extended for the First Renewal Period and provided that Lessee shall be in possession of the leased property, Lessee shall have the right, exercisable by given written notice ("Second Renewal Notice") thereof to Lessor at least nine (9) months but not before twelve (12) months prior to the expiration of the First Renewal Period, to

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extend the term of this Lease for an additional term of twenty-four (24) calendar months ("Second Renewal Period") upon all of the terms, covenants and conditions contained in this Lease, except that the annual fixed rent shall be Market Rent.

                              Market Rent for the Second Renewal Period shall be determined as follows:

                                        (i)          After timely receipt by Lessor of the Second Renewal Notice, Lessor and Lessee shall have a period which will end sixty (60) days prior to the expiration of the First Renewal Period ("Initial Rent Determination Period") in which to agree on Market Rent for the Second Renewal Period. If Lessor and Lessee agree on Market Rent for the Second Renewal Period, then they shall immediately execute an amendment to this Lease stating and incorporating such agreed upon Market Rent.

                                        (ii)          If Lessor and Lessee are unable to agree on Market Rent for the Second Renewal Period, subject to the limitation set forth in subsection (iv) below, Lessor and Lessee shall proceed as follows:

                                                  (1)          Not later than ten (10) days after the expiration of the Initial Rent Determination Period, each party shall appoint an appraiser ("Appraiser") and notify the other party of such appointment by identifying the appointee; provided, however, that if either party fails to give notice of its designation of an Appraiser within such ten (10) day period, the appraiser designated by the other party shall act as the sole Appraiser and shall determine Market Rent for the Second Renewal Period. For purposes of this Lease, an "Appraiser" means a Michigan licensed MAI appraiser who (i) shall be an independent, disinterested party (i.e. the appraiser shall not be an affiliate of any party and the total fees paid to the appraiser by any party and affiliates of any party during the preceding five (5) years shall not exceed one (1%) percent of the appraiser's gross income for such period), and (ii) shall have not less than five (5) years experience in appraising properties comparable to the leased premises.

                                                  (2)          Not later than twenty (20) days after both Appraisers are appointed, the two appraisers shall determine, in accordance with standard appraisal practices and procedures and the requirement of this Lease, the Market Rent for the Second Renewal Period, and their decision shall be final and binding upon the parties.

                                                  (3)          If the two Appraisers are unable to agree on Market Rent for the Second Renewal Period within twenty (20) days after appointment, then the Appraisers shall inform the parties. Unless the parties shall both otherwise then direct, the appraisers shall select a third Appraiser, not later than ten (10) days after the expiration of said twenty(20) day period. If no third Appraiser is selected within such ten (10) day period, then either party may request the then president of the board of realtors for the Plymouth, Michigan, area (or any similar organization) to appoint the third appraiser. The third Appraiser shall have the qualifications set forth in subsection (ii) (1) above. Within twenty (20) days after appointment, the third appraiser shall determine Market Rent for the Second Renewal Period in

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accordance with standard appraisal practices and procedures and the requirements of this Lease and the Market Rent shall be the average of the two closest appraisals.

                                                  (4)          Each party shall be responsible for the costs, charges and/or fees of its Appraiser and the parties shall share equally in the costs, charges and/or fees of the third Appraiser. The decision of the Appraiser(s) shall be stated and incorporated into an amendment to this Lease, which shall be executed by both parties.

                                        (iii)          The term "Market Rent" shall mean the annual amount of fixed rent that a willing, comparable, non-equity, non-expansion tenant would pay and a willing, comparable owner of an warehouse facility in Plymouth, Michigan comparable to the leased premises would accept, at arm's length, on a "net lease" basis, giving appropriate consideration to brokerage commissions, if any, length of lease term, size and location of the leased premises, and any other generally applicably terms and conditions for tenancy of industrial facilities similar to the leased premises.

                                        (iv)          The parties agree that the Market Rent for the Second Renewal Period shall not be less than the Market Rent for the First Renewal Period.

PLYMOUTH INVESTORS LIMITED LIABILITY COMPANY, an Illinois limited liability company
By:	Haggerty Road Limited Liability Company, an Illinois limited liability company, its managing member
	By:
		/s/ Benjamin B. Cohen
		Benjamin B. Cohen, as Trustee of the Benjamin B. Cohen Revocable Trust U/A/D 5/8/87

SPARTAN STORES, INC., a Michigan corporation
By:	/s/ Charles B. Fosnaugh
Its:	Vice President - Development

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EX-10

Exhibit 10.8

SPARTAN STORES, INC.
2000 ANNUAL INCENTIVE PLAN

Preamble

                    This SPARTAN STORES, INC. 2000 ANNUAL INCENTIVE PLAN (the "Plan") is a program for measuring the financial performance of Spartan Stores, Inc. and its subsidiaries and affiliates and providing Participants with incentive compensation based upon corporate and individual results. The objectives of the Plan are to motivate Participants to achieve the Company's annual financial and business objectives; to allow Participants to share appropriately in the financial success of the Company; to provide a highly competitive incentive compensation opportunity; to create a linkage between Participant contribution and the Company's business and financial objectives; and to assist in the attraction, retention and motivation of Associates. The Plan provides annual incentive compensation for Participants who are in a position to make substantial contributions toward achievement of the goals established pursuant to the Plan.

SECTION 1
ESTABLISHMENT AND PURPOSES OF PLAN

          1.1          Establishment of Plan. Spartan Stores, Inc., a Michigan corporation, hereby establishes its 2000 Annual Incentive Plan for its Company and Subsidiary officers, employee directors and other key Associates. The Plan permits the award of incentive compensation in the form of performance-based incentive awards.

          1.2          Purposes of Plan. The purposes of the Plan are to motivate Participants to achieve the Company's annual financial and business objectives; to allow Participants to share appropriately in the financial success of the Company; to provide a highly competitive incentive compensation opportunity; to create a linkage between Participant contribution and the Company's business and financial objectives; and to assist in the attraction, retention and motivation of Associates. The Plan is further intended to provide flexibility to the Company in structuring incentive compensation to best promote the foregoing objectives.

          1.3          Plan Document. This instrument, as amended from time to time, constitutes the governing document of the Plan.

          1.4          Effective Date. The Plan is effective as of April 1, 2000. The Plan shall remain in effect until terminated by the Board. Unless earlier terminated by the Board, the Plan shall terminate as of the end of the Company's Fiscal Year ending in the year 2010.

          1.5          Incentive Compensation Plan. The Plan is an annual incentive compensation program for Participants. Because the Plan does not provide welfare benefits and does not provide for the deferral of compensation until termination of employment, it is established with the intent and understanding that it is not an employee benefit plan within the meaning of the federal Employee Retirement Income Security Act of 1974, as amended.

SECTION 2
DEFINITIONS

                    The following terms shall have the definitions stated, unless the context requires a different meaning. Other defined terms shall have the meanings ascribed to them herein.

          2.1          Annual Base Salary. "Annual Base Salary" means a Participant's annual salary rate in effect at the end of a Fiscal Year without regard to incentive compensation or bonuses or awards under this Plan or other benefits or incentive compensation plans maintained or provided by the Company.

          2.2          Associate. "Associate" means an employee of the Company or any Subsidiary.

          2.3          Beneficiary. "Beneficiary" means the individual, trust or other entity designated by the Participant to receive any incentive award payable with respect to the Participant under the Plan after the Participant's death. A Participant may designate or change a Beneficiary by filing a signed designation with the Committee in a form approved by the Committee. A Participant's will or other estate planning document is not effective for this purpose. If a designation has not been completed properly and filed with the Committee or is ineffective for any other reason, the Beneficiary shall be the Participant's Surviving Spouse. If there is no effective designation and the Participant does not have a Surviving Spouse, the remaining incentive award under this Plan, if any, shall be paid to the Participant's estate.

          2.4          Board. "Board" means the Board of Directors of the Company.

          2.5          Business Unit. "Business Unit" means any Subsidiary, department, division or other operational unit of the Company or any Subsidiary as to which the Committee shall establish a Goal under the Plan applicable in a Fiscal Year.

          2.7          Code. "Code" means the Internal Revenue Code of 1986, as amended.

          2.8          Committee. "Committee" means the Compensation Committee of the Board or such other committee as the Board designates to administer this Plan. The Committee shall consist of at least two persons, all of whom shall be "non-employee directors" as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and "outside directors" as defined in Section 162(m) of the Code.

          2.9          Common Stock. "Common Stock means the Company's common stock, no par value.

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          2.10          Company. "Company" means Spartan Stores, Inc., a Michigan corporation, and its Subsidiaries.

          2.11          Fiscal Year. "Fiscal Year" means the financial reporting and taxable year of the Company.

          2.12          Goal. "Goal" means the goal established for one or more Participants by the Committee under Section 5 of this Plan for one or more of the Company and any Business Unit to achieve over a designated fiscal period. Goals may be based on the net earnings or other financial performance or results or improvements in operations of the Company or any Business Unit, or any other criteria that the Committee may determine from time to time.

          2.13          Normal Retirement Date. "Normal Retirement Date" means the date a Participant attains age 65.

          2.14          Officer. "Officer" means a Participant serving in one or more of the following positions with Spartan Stores, Inc.: Chief Executive Officer, President, any Executive or other Vice President, Secretary and Treasurer.

          2.15          Participant. "Participant" means an Associate designated by the Committee to participate in this Plan for a Plan Year pursuant to Section 4 of this Plan.

          2.16          Plan Year. "Plan Year" means the annual period that constitutes the Fiscal Year of the Company.

          2.17          Retirement. "Retirement" means termination of employment on or after the Participant's Normal Retirement Date.

          2.18          Subsidiary. "Subsidiary" means any corporation or other entity of which fifty percent (50%) or more of the outstanding voting stock or voting ownership interest is directly or indirectly owned or controlled by the Company or by one or more Subsidiaries of the Company, except that for purposes of this Plan, the term "Subsidiary" does not include Spartan Insurance Company Ltd. or SI Insurance Agency, Inc.

          2.19          Surviving Spouse. "Surviving Spouse" means the husband or wife of the Participant at the time of the Participant's death who survives the Participant. If the Participant and the spouse die under circumstances that make the order of their deaths uncertain, it shall be presumed for purposes of this Plan that the Participant survived the spouse.

          2.20          Total Disability. "Total Disability" or "Disability" means a total and permanent inability of the Participant to engage in any substantial gainful activity as a result of a physical or mental condition of the Participant. The existence of a total disability shall be established by the certification of a physician or physicians selected by the Committee, unless the Committee determines that an examination is unnecessary.

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SECTION 3
ADMINISTRATION OF PLAN

          3.1          Plan Administration.

                    (a)          Power and Authority. The Committee shall have full power and authority to interpret the provisions of the Plan and shall have full power and authority to supervise the administration of the Plan. All determinations, interpretations and selections made by the Committee regarding the Plan shall be final and conclusive on all parties. To the extent it deems necessary or appropriate, the Committee may adopt rules, policies and forms for the administration, interpretation and implementation of the Plan.

                    (b)          Delegation of Authority. The Committee may delegate administrative authority and responsibility from time to time to and among one or more officers of the Company, but all actions taken pursuant to delegated authority and responsibility shall be subject to review, change and approval by the Committee.

          3.2          Grants or Awards to Participants. In accordance with and subject to the provisions of the Plan, the Committee shall have the authority to determine all matters as the Committee may deem necessary or desirable and as are consistent with the terms of the Plan, including, without limitation, the following: (a) the persons who shall be selected as Participants and (b) the nature and extent of the incentive awards granted to each Participant.

          3.3          Indemnification. A member of the Committee or any other individual or group to whom authority is delegated shall not be personally liable for any act or omission in connection with the performance of powers or duties or the exercise of discretion or judgment in the administration and implementation of the Plan. The Company shall hold harmless and indemnify each member of the Committee, and any other individual or group exercising delegated authority or responsibility with respect to the Plan, from any and all liabilities and costs arising from any act or omission related to the performance of duties or the exercise of discretion and judgment with respect to the Plan. This Section 3.3 shall not be construed as limiting the Company's or any Subsidiary's ability to terminate or otherwise alter the terms and conditions of the employment of individual or group exercising delegated authority or responsibility with respect to the Plan, or to discipline any such person.

SECTION 4
ELIGIBILITY

          4.1          Participation. An associate shall be a Participant in the Plan for a Plan Year upon his or her designation as a Participant for that Plan Year by the Committee. When deemed appropriate by the Committee, the Committee may determine an effective date for the commencement of participation by a Participant that is subsequent to the first day of the Plan Year. Participants shall be notified in writing and provided a written summary of the Plan.

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          4.2          No Continuing Participation. An Associate's designation as a Participant for a Plan Year will not continue in effect for the subsequent Plan Year unless and until the Committee designates the Associate as a Participant in the subsequent Plan Year. The Committee may terminate participation by any Participant at any time with or without cause.

SECTION 5
ESTABLISHMENT OF GOALS AND POTENTIAL INCENTIVE AWARDS

          5.1          Performance Criteria. The Plan shall be administered so that the incentive compensation provided to Participants under the Plan for each Plan Year is based on whether the Goals that are applicable to the Participant for a Plan Year are achieved for that Plan Year.

          5.2          Determination of Possible Incentive Awards. Within a reasonable time prior to or after the commencement of a Plan Year, the Committee shall make the determinations set forth in this Section 5.2. With respect to the first Plan Year, which is the Company's Fiscal Year ending in March 2001, the Committee shall make the determinations set forth in this Section 5.2 within a reasonable time after the adoption of this Plan.

                    (a)          Participants. The Committee shall determine the Associates who shall be Participants for that Plan Year.

                    (b)          Goals. The Committee shall determine the one or more Goals applicable to each Participant for that Plan year, including any threshold, target or maximum Goals. The Committee may, but is not required to, set Goals for the person or persons serving in a particular position or positions with the Company, rather than individual Participants. Goals may vary among Participants in any manner that the Committee determines. In addition, there is no requirement that any Participant's Goals be similar from Plan Year to Plan Year.

                    (c)          Incentive Award; Allocation of Incentive Award. For each Participant selected for a Plan Year, the Committee shall determine the one or more incentive award levels applicable to a Goal for the Plan Year.

                    (d)          Determination of Relationships Between Goals. For each Goal established for a Participant, the Committee shall determine whether the Participant's eligibility to receive an incentive award with respect to such Goal is dependent on the achievement of any other Goal applicable to that Participant.

          5.3          Determination of Actual Incentive Awards.

                    (a)          Determination of Achievement of Goals. Within a reasonable time following the end of a Plan Year, the Committee shall determine whether each Participant's one or more Goals for that Plan Year have been met. The Committee shall make this determination by reference to such information as the Committee determines.

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                    (b)          Determination of Incentive Awards. Following its determinations under Section 5.3(a), the Committee shall determine the portion of each Participant's incentive award that such Participant is entitled to receive for that Plan Year, subject to the provisions of this Section 5.

          5.4          Adjustments. Adjustments to incentive awards may be made when deemed appropriate by the Committee pursuant to Section 6 below.

SECTION 6
DETERMINATION AND PAYMENT OF INCENTIVE AWARDS

          6.1          Final Plan Year Performance. Company, Business Unit and individual performance, including any necessary or appropriate adjustments required or permitted hereunder, shall be determined for each Participant as soon as administratively feasible following the availability of final performance results for the Plan Year.

          6.2          Determination of Incentive awards. Under rules established by the Committee, the incentive award for each Participant for each Plan Year shall be determined pursuant to Section 5.

          6.3          Payment of Incentive Awards; Form of Payment. The dollar amount of the incentive award for a Plan Year shall be paid to the Participant as soon as feasible following the completion of the incentive award calculations for the Plan Year. Upon completion of such calculations, the Committee shall notify each Participant of the amount of his or her incentive award. Any Participant may elect to receive a portion of his or her incentive award to be paid in cash under this Plan in the form of Common Stock under the Company's 1991 Stock Bonus Plan or any other incentive award plan that the Company may adopt, provided that the Participant is a participant under the other plan with the right to elect to receive shares of Common Stock under the plan. In the event of the death of a Participant, any incentive award payable to the Participant under the Plan will be paid to the Participant's Beneficiary. Before any incentive award shall be paid, the Committee shall certify in writing, whether by appropriate resolution or otherwise, that the relevant Goals were met and that the other material terms of this Plan have been satisfied.

          6.4          Partial Year Participation and Employment Changes.

                    (a)          Partial Year Participation. If a person is designated to become a Participant in a Plan Year as of a date other than the first day of the Plan Year, then such Participant shall be entitled to receive a pro rata portion of the incentive awards to which he or she would otherwise be entitled had he or she been a Participant for the entire Plan Year, based on the Participant's time of active employment as a Participant during the Plan Year.

                    (b)          Employment Changes. Goals and incentive awards for a Participant for a Plan Year will be prorated or adjusted as appropriate, as determined by the Committee from time to time, in the event of any change in the Participant's compensation or employment status, or

6
any other change that would affect the determination for the Plan Year, in proportion to the duration of each applicable factor during the Plan Year.

                    (c)          Retirement, Death, or Disability. If a Participant's employment terminates during a Plan Year by reason of Retirement, death, or Total Disability, the Participant's incentive award for the Plan Year, if any, shall be prorated, as determined by the Committee, based on the Participant's time of active employment as a Participant during the Plan Year.

                    (d)          Other Termination of Employment. Except as otherwise provided in this subsection (d) or pursuant to subsection (e), upon termination of a Participant's employment during a Plan Year for any reason other than Retirement, death, or Total Disability, the Participant shall not be entitled to the payment of any incentive award for the Plan Year. Notwithstanding the preceding sentence, the Committee shall have sole and absolute discretion to determine that payment of a pro-rated amount may be made when termination of a Participant's employment results from job elimination, reduction in work force or other similar company initiative, or is encouraged or induced by incentives offered by the Company or other circumstances determined appropriate by the Committee. Except as provided in Section 6.4(c) or (e), a Participant must be employed by the Company or a Subsidiary at the time that an incentive award is paid to receive such incentive award.

                    (e)          Committee Discretion. Pursuant to the powers conferred in Section 6, the Committee may amend or modify any rule and make any other rule, exception or determination applicable to participation and employment changes relating to any Participant. Notwithstanding any other provision of this Plan, the Committee delegates to the Chief Executive Officer the authority to determine that a Participant's award will be reduced, delayed or withheld if the Chief Executive Officer determines that the reduction, delay or withholding is warranted by the Participant's performance.

SECTION 7
COMMITTEE DISCRETION

                    The Committee shall exercise all of its power and duties as the Committee deems appropriate in its sole and absolute discretion. All decisions of the Committee shall be final and binding on all Participants and their respective heirs, representatives and Beneficiaries. If the Committee determines in its sole and absolute discretion that any factor applicable in the ultimate determination of an incentive award under the Plan for a Plan Year is not appropriate with respect to one or more Participants due to unusual events, circumstances, or other factors that the Committee determines to be appropriate, the applicable factor or the amount of the resulting incentive award may be adjusted or modified in any manner deemed appropriate by the Committee. Without limiting the generality of the foregoing, to reflect significant, unanticipated changes, Goals may be adjusted during a Plan Year by recommendation of the Committee and upon approval of the Board of Directors. Adjustments to Goals are expected to be, but need not be, made on an extraordinary basis only.

7

                    Without limiting the generality of the foregoing, for each Plan Year in which incentive awards are awarded, the Committee may, but need not, award incentive awards to persons who were not designated as Participants for that Plan Year in an aggregate amount equal to not more than twenty-five percent (25%) of the aggregate amount of incentive awards awarded to Participants for such Plan Year. The amount and other terms and conditions of such incentive awards to non-Participants, as well as the identities of the persons who are designated to receive such incentive awards, are within the sole and absolute discretion of the Committee.

SECTION 8
TERMINATION AND AMENDMENT

                    The Board may terminate the Plan at any time, or may from time to time amend the Plan as it deems appropriate and in the best interests of the Company.

SECTION 9
GENERAL PROVISIONS

          9.1          Benefits Not Guaranteed; No Rights to Award. Neither the establishment and maintenance of the Plan nor participation in the Plan shall provide any guarantee or other assurance that incentive awards or other compensation will be payable under the Plan. The success of the Company and its Business Units and affiliates, as determined hereunder and adjusted as provided herein and application of the administrative rules and determinations by the Committee, shall determine the extent to which Participants are entitled to receive incentive awards under this Plan. No Participant or other person shall have any claim to be granted any award or benefit under the Plan and there is no obligation of uniformity of treatment of Participants under the Plan. The terms and conditions of any award or benefit of the same type and the determination of the Committee to grant a waiver or modification of any award or benefit and the terms and conditions thereof need not be the same with respect to each Participant.

          9.2          No Right to Participate. Nothing in this Plan shall be deemed or interpreted to provide a Participant or any non-participating Associate with any contractual right to participate in or receive benefits under the Plan. No designation of a person as a Participant for all or any part of a Plan Year shall create a right to any incentive award, compensation or other benefits of the Plan for any other Plan Year.

          9.3          No Employment Right. Participation in this Plan shall not be construed as constituting a commitment, guarantee, agreement, or understanding of any kind that the Company or any Subsidiary will continue to employ any individual and this Plan shall not be construed or applied as any type of employment contract or obligation. Nothing herein shall abridge or diminish the rights of the Company or any Subsidiary to determine the terms and conditions of employment of any Participant or other person or to terminate the employment of any Participant or other person with or without cause at any time.

8

          9.4          No Assignment or Transfer. Neither a Participant nor any Beneficiary or other representative of a Participant shall have any right to assign, transfer, attach, or pledge any bonus amount or credit, potential payment, or right to future payments of any bonus amount or credit, or any other benefit provided under this Plan. Payment of any amount due or to become due under this Plan shall not be subject to the claims of creditors of the Participant or to execution by attachment or garnishment or any other legal or equitable proceeding or process, unless otherwise specifically ordered by any court of competent jurisdiction.

          9.5          Withholding and Payroll Taxes. The Company shall deduct from any payment made under this Plan all amounts required by federal, state and local tax laws to be withheld and shall subject any payments made under the Plan to all applicable payroll taxes and assessments.

          9.6          Incompetent Payee. If the Committee determines that a person entitled to a payment hereunder is incompetent, it may cause benefits to be paid to another person for the use or benefit of the Participant or the Participant's Beneficiary at the time or times otherwise payable hereunder, in total discharge of the Plan's obligations to the Participant or Beneficiary.

          9.7          Governing Law. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Michigan and applicable federal law.

          9.8          Construction. The singular includes the plural and the plural includes the singular. Capitalized terms, except those at the beginning of a sentence or part of a heading, have the meaning defined in the Plan.

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

          9.10          No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Subsidiary from adopting or continuing in effect other or additional compensation arrangements, including the grant of stock options and other stock-based awards, and such arrangements may be either generally applicable or applicable only in specific cases.

9

EX-10

Exhibit 10.10

AMENDMENT NO. 1

TO CREDIT AGREEMENT

Dated as of March 18, 1999

                    THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT ("Amendment") is made as of May 10, 1999 by and among Spartan Stores, Inc., a Michigan corporation (the "Borrower"), the financial institutions listed on the signature pages hereof as lenders (the "Lenders"), ABN AMRO Bank N.V., in its capacity as Arranger, Collateral Agent and Syndication Agent (the "Arranger") and Michigan National Bank, in its capacity as a Co-Arranger and as Administrative Agent (the " Administrative Agent") under that certain Credit Agreement dated as of March 18, 1999 by and among the Borrower, the Lenders, the Arranger and the Administrative Agent, (as amended, modified or restated, the "Credit Agreement"). Defined terms used herein and not otherwise defined herein shall have the meaning given to them in the Credit Agreement.

WITNESSETH

                    WHEREAS, the Borrower, the Lenders, the Arranger and the Administrative Agent are parties to the Credit Agreement;

                    WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement in certain respects and the Lenders, the Arranger and the Administrative Agent are willing to so amend the Credit Agreement on the terms and conditions set forth herein;

                    NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders, the Arranger and the Administrative Agent have entered into this Amendment.

          1. Amendments to Credit Agreement. Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement is hereby amended as follows:

          1.1. Section 1.1 of the Credit Agreement is amended to delete the defined terms "Interest Period" and "Payment Date" in their entirety and to substitute the following therefor:

          "Interest Period" means, with respect to a Eurodollar Rate Loan, a period of approximately one (1), two (2), three (3) or six (6) months commencing on a Business Day selected by the Borrower pursuant to this Agreement; provided alternative interest periods may be established by the Arrangers during the Syndication Period as set forth in Section 2.6. Such Interest Period shall end on (but exclude) the day which corresponds numerically to such date one, two, three or six months thereafter; provided, however, that if there is no such numerically corresponding day in such next, second, third or sixth succeeding month,

such Interest Period shall end on the last Business Day of such next, second, third or sixth succeeding month. If an Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day, provided, however, that if said next succeeding Business Day falls in a new calendar month, such Interest Period shall end on the immediately preceding Business Day. Notwithstanding the foregoing, at the request of the Borrower, the Administrative Agent may, with the consent of the Syndication Agent, adopt interest period ending date conventions other than those set forth above; provided the conventions adopted are market-recognized conventions and in accordance with one or more "Business Day Conventions" under and as defined in the 1991 ISDA Definitions, as amended by the 1998 Supplement thereto, as published by the International Swaps and Derivatives Association, Inc. and provided that at the time of notification of a Eurodollar Advance to the Lenders the actual ending date for the Interest Period selected is confirmed by the Administrative Agent to the Lenders.

          "Payment Date" means the last day of each March, June, September and December.

          1.2. Section 2.15 of the Credit Agreement is amended to delete the last sentence thereof in its entirety and to substitute the following therefor:

The Administrative Agent will notify each Lender of the interest rate applicable to each Eurodollar Rate Loan promptly upon determination of such interest rate and will give each Lender prompt notice of each change in the Alternate Base Rate.

          1.3. Section 3.2 of the Credit Agreement is amended to add the following at the end of clause (ii) thereof:

; provided that a Letter of Credit may provide for an automatic annual renewal if (a) such renewal can be terminated on notice by the applicable Issuing Bank or requires consent by the applicable Issuing Bank and the conditions precedent to the issuance of such Letter of Credit are met at the time of such renewal; and (b) such renewal provisions do not permit the extension of the expiration date later than five (5) Business Days immediately preceding the Termination Date.

          1.4. Section 7.2(O) of the Credit Agreement is amended to delete the terms thereof in their entirety and to substitute the following therefor:

                    (O) Interest Rate Agreements. Not later than the date that is thirty days following the date hereof and for the period thereafter during the first four (4) years during the term of this Agreement, the Borrower shall enter into and shall thereafter maintain, Interest Rate Agreements on terms and with counterparties rated at least A by Standard & Poor's Ratings Corporation, selected by the Borrower and reasonably acceptable to the Agents pursuant to which the Borrower is protected against increases in interest rates from and after the date of such contracts in an aggregate notional amount of at least 50% of the sum of (i) the Acquisition Facility Commitments (or, after the Term Loan Conversion Date or if such

2
Commitments have been terminated, the outstanding principal balance of all Acquisition Facility Loans), (ii) the Tranche A Term Loans and (iii) the Tranche B Term Loans. In the event a Lender elects to enter into any Interest Rate Agreement with the Borrower, the obligations of the Borrower with respect to such Interest Rate Agreement shall be Secured Obligations secured by the Collateral.

          1.5. Section 7.3(C) of the Credit Agreement is amended to delete the "and" at the end of clause (iv); to delete the "." at the end of clause (v) and to substitute a "; and" therefor; and to insert the following new clause (vi):

          (vi) Liens granted by or assumed by Valuland Inc. in favor of SuperValu on the furniture, trade fixtures and inventory located at the Sault St. Marie store acquired by Valuland Inc. from Glen's Market, Inc.; provided such Liens shall only secure reimbursement obligations owing from Valuland Inc. to SuperValu in connection with Super Valu's guaranty of lease obligations with respect to the lease of such store.

          1.6. Section 7.3(E) of the Credit Agreement is amended to delete the "and" at the end of clause (vi); to change clause (vii) to clause (viii); and to add the following new clause (vii) immediately after clause (vi):

          (vii) Contingent Obligations of the Borrower with respect to Indebtedness of any Guarantor or with respect to lease obligations of Guarantor; provided the underlying transaction pursuant to which the Guarantor incurred the Indebtedness or lease obligations was not prohibited by the terms of this Agreement; and

          1.7. Section 7.3(G)(iii)(f)(2) is amended to add the following at the end thereof:

; provided, however, Collateral Documents shall not be required with respect to any of the assets with respect to the Sault St. Marie store acquired by Valuland Inc. from Glen's Market, Inc.; provided such Collateral Documents shall be required thirty (30) days after expiration of all applicable periods which SuperValu has to consummate a purchase of such store pursuant to right of first refusal agreements in effect as of the date of the acquisition of the store from Glen's Market, Inc. if by such time SuperValu has not consummated its purchase of such store;

          2.          Conditions of Effectiveness. This Amendment shall become effective and be deemed effective as of the date hereof, if, and only if, (a) the Arranger shall have received duly executed originals of this Amendment from the Borrower, the Administrative Agent, the Arranger and the Required Lenders and (b) the Arranger shall have received a duly executed reaffirmation in the form attached hereto as Exhibit A.

          3.          Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as follows:

3

          (a) The Borrower has the legal power and authority to execute and deliver this Amendment and the officer(s) of the Borrower executing this Amendment have been duly authorized to execute and deliver the same and bind the Borrower with respect to the provisions hereof.

          (b) This Amendment and the Credit Agreement as previously executed and as amended hereby, constitute legal, valid and binding obligations of the Borrower, enforceable against it in accordance with their terms.

          (c) Upon the effectiveness of this Amendment, the Borrower hereby reaffirms all covenants, representations and warranties made in the Credit Agreement and the other Loan Documents to the extent the same are not amended hereby, agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment.

          (d) There exists no Default or Unmatured Default.

          4.          Reference to the Effect on the Credit Agreement.

                    (a) Upon the effectiveness of Section 1 hereof, on and after the date hereof, each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import shall mean and be a reference to the Credit Agreement, as amended previously and as amended hereby.

                    (b) Except as specifically amended above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect, and are hereby ratified and confirmed.

                    (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Arrangers, the Agents or any of the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

          5.          Costs and Expenses. The Borrower agrees to pay all reasonable costs, fees and out-of-pocket expenses (including attorneys' fees and expenses charged to the Arrangers and the Agents) incurred by the Arrangers and the Agents in connection with the preparation, arrangement, execution and enforcement of this Amendment.

          6.          Governing Law. ANY DISPUTE BETWEEN THE BORROWER AND ANY AGENT OR ANY LENDER ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AMENDMENT, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1 ET SEQ, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS

4
PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

          7.          Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

          8.          Counterparts. This Amendment may be executed by one or more of the parties to the Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A facsimile signature page hereto sent to the Arranger or the Arranger's counsel shall be effective as an original counterpart signature provided each party executing such a facsimile counterpart agrees to deliver originals to the Arranger Agent thereof.

          9.          No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Amendment, the Credit Agreement and the other Loan Documents. In the event an ambiguity or question of intent or interpretation arises, this Amendment, the Credit Agreement and the other Loan Documents shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Amendment, the Credit Agreement or any of the other Loan Documents.

5

                    IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

SPARTAN STORES, INC.,
    as Borrower

By: /s/ James B. Meyer

     Name:
     Title:

ABN AMRO BANK N.V.,
as Arranger, Syndication Agent, Collateral Agent, as a Lender and as an Issuing Bank

By: /s/ Joann L. Holman

     Name: Joann L. Holman
     Title: Vice President

By: /s/ Mary L. Honda

     Name: Mary L. Honda
     Title: Vice President

MICHIGAN NATIONAL BANK,
as Co-Arranger, Administrative Agent, as a Lender and as an Issuing Bank

By: /s/ Peter T. Campbell

     Name: Peter T. Campbell
     Title: Relationship Manager

S-1

THE FIRST NATIONAL BANK OF CHICAGO

By:

     Name:
     Title:

HARRIS TRUST AND SAVINGS BANK

By: /s/ Julia B. Buthman

     Name: Julia B. Buthman
     Title: Managing Director

NATIONAL CITY BANK

By: /s/ Patricia A. Jackson

     Name: Patricia A. Jackson
     Title: Vice President

OLD KENT BANK

By: /s/ V. Scott Rowley

     Name: V. Scott Rowley
     Title: Vice President

COMERICA BANK

By: /s/ Robert M. Porterfield

     Name: Robert M. Porterfield
     Title: Vice President

S-2

MERCANTILE BANK NATIONAL
ASSOCIATION

By: /s/ David L. Dains

     Name: David L. Dains
     Title: Vice President

UNITED OF OMAHA LIFE INSURANCE COMPANY

By: /s/ Edwin H. Garrison Jr.

     Name: Edwin H. Garrison Jr.
     Title: First Vice President

BALANCED HIGH-YIELD FUND I LTD.,
By: BHF-Bank Aktiengesellschaft, acting through its New York Branch, as attorney-in-fact, as Assignee

By: /s/ Dan Dolarjauskys

     Name: Dan Dolarjauskys
     Title: Assistant Vice President

BALANCED HIGH-YIELD FUND II LTD.,
By: BHF-Bank Aktiengesellschaft, acting through its New York Branch, as attorney-in-fact, as Assignee

By: /s/ Dan Dolarjauskys

     Name: Dan Dolarjauskys
     Title: Assistant Vice President

S-3

THE BANK OF NOVA SCOTIA

By: /s/ M. D. Smith

     Name: M. D. Smith
     Title: Agent

U.S. BANK NATIONAL ASSOCIATION

By: /s/ James M. Wilber

     Name: James M. Wilber
     Title: Vice President

NCB CAPITAL CORPORATION

By: /s/ Lisa McKinney

     Name: Lisa McKinney
     Title: Assistant Vice President

IMPERIAL BANK

By:

     Name:
     Title:

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND," NEW YORK BRANCH

By:

     Name:
     Title:

By:

     Name:
     Title:

S-4

NBD BANK

By: /s/ Kevin M. Paul

     Name: Kevin M. Paul
     Title: First Vice President

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By: /s/ Mary Ann McCarthy

     Name: Mary Ann McCarthy
     Title: Managing Director

KZH RIVERSIDE LLC

By: /s/ Virginia Conway

     Name: Virginia Conway
     Title: Authorized Agent

BANK BOSTON, N.A., as Trust Administrator for Longlane Master Trust IV

By:

     Name:
     Title:

S-5

NATIONAL AUSTRALIA BANK LIMITED

By: /s/ Bill Schmid

     Name: Bill Schmid
     Title: Vice President

FRANKLIN FLOATING RATE TRUST

By:

     Name:
     Title:

BLACK DIAMOND CLO 1998-1 LTD.

By:

     Name:
     Title:

SAAR HOLDINGS CDO, LIMITED

By: /s/ Steven J. Katz

     Name: Steven J. Katz
     Title: Second Vice President and Associate General
              Counsel Massachusetts Mutual Life
              Insurance Co. as Collateral Manager

SUMMIT BANK

By: /s/ Thomas Brower

     Name: Thomas Brower
     Title: Assistant Treasurer

S-6

EX-10

Exhibit 10.11

AMENDMENT NO. 2
TO CREDIT AGREEMENT
Dated as of March 18, 1999

                    THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT ("Amendment") is made as of June 19, 2000 by and among Spartan Stores, Inc., a Michigan corporation (the "Borrower"), the financial institutions listed on the signature pages hereof as lenders (the "Lenders"), ABN AMRO Bank N.V., in its capacity as Arranger, Collateral Agent and Syndication Agent (the "Arranger") and Michigan National Bank, in its capacity as a Co-Arranger and as Administrative Agent (the " Administrative Agent") under that certain Credit Agreement dated as of March 18, 1999 by and among the Borrower, the Lenders, the Arranger and the Administrative Agent, as modified by that certain Waiver dated as of April 22, 1999, that certain Amendment No. 1 dated as of May 10, 1999, that certain Consent dated as of June 25, 1999, that certain Acquisition Consent dated as of November 9, 1999, that certain Consent dated as of December 15, 1999 and that certain Acquisition Consent dated as of March 7, 2000 (as so modified and as hereafter amended, modified or restated, the "Credit Agreement"). Defined terms used herein and not otherwise defined herein shall have the meaning given to them in the Credit Agreement.

WITNESSETH

                    WHEREAS, the Borrower, the Lenders, the Arranger and the Administrative Agent are parties to the Credit Agreement;

                    WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement in certain respects and the Lenders, the Arranger and the Administrative Agent are willing to so amend the Credit Agreement on the terms and conditions set forth herein;

                    NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders, the Arranger and the Administrative Agent have entered into this Amendment.

          1. Amendments to Credit Agreement. Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement is hereby amended as follows:

          1.1. Section 1.1 of the Credit Agreement is amended to delete the defined term "Scheduled Redemptions" therefrom in its entirety.

          1.2. Section 7.1(A)(i) of the Credit Agreement is amended to delete the proviso at the end thereof in its entirety and to substitute the following therefor:

          provided, however that for the period commencing with the fiscal four-week period in which the Acquisition of Seaway Food Town, Inc. and its subsidiaries is consummated until the later of (a) the fiscal four week period ending April [__], 2001 and (b) the fiscal four-week period that includes the nine-month anniversary of such Acquisition, the Borrower shall not be required to deliver any of such financial statements with respect to the Seaway Food Town, Inc.

businesses acquired (but shall continue to provide such financial statements during such period for the businesses owned prior to such Acquisition).

          1.3. Section 7.3(D) of the Credit Agreement is amended to delete clause (x) therefrom in its entirety and substitute the following therefor:

          (x) Investments in addition to those referred to elsewhere in this Section 7.3(D) in an amount which do not to exceed $5,000,000 in the aggregate at any time outstanding;

          1.4. Section 7.3(F) of the Credit Agreement is amended to delete the terms thereof in their entirety and to substitute the following therefor:

          (F) Restricted Payments. Neither the Borrower nor any of its Subsidiaries shall declare or make any Restricted Payment except:

          (i) Restricted Payments (other than Acquisition Redemptions) from funds legally available for such purpose; provided that the aggregate amount paid in connection with such Restricted Payments in any fiscal year shall not exceed the sum of (i) $5,000,000 plus (ii) the Borrower's Excess Cash Flow for the immediately preceding year minus the amount required to be prepaid to the Lenders pursuant to Section 2.4(B)(i)(b); and

          (ii) Acquisition Redemptions provided any payments made in connection with such Acquisition Redemptions are made on or prior to the date that is one year following the date of the consummation of the applicable Permitted Acquisition;

          provided, however, that the Restricted Payments under clauses (i) and (ii) above shall not be permitted if either a Default or an Unmatured Default shall have occurred and be continuing at the date of declaration or payment thereof or would result therefrom.

          1.5. Section 7.4(A) of the Credit Agreement is amended to delete the terms of clause (d) thereof in their entirety and to substitute the following therefor:

(d) Restricted Payments (other than Acquisition Redemptions) made pursuant to Section 7.3(F)) made during such period; plus

          2.          Conditions of Effectiveness. This Amendment shall become effective and be deemed effective as of the date hereof, if, and only if, (a) the Arranger shall have received duly executed originals of this Amendment from the Borrower, the Administrative Agent, the Arranger and the Required Lenders; (b) the Arranger shall have received a duly executed reaffirmation in the form attached hereto as Exhibit A; and (c) the Administrative Agent shall have received an amendment fee for the account of those Lenders who have submitted their signature pages to this amendment on or prior to 5:00 p.m. (Chicago time) on Monday, June 19, 2000 in accordance with their Pro Rata Shares in the amount of twenty basis points on the sum of such approving Lenders' (i) Acquisition Facility Commitments, (ii) Revolving Loan Commitments and (iii) outstanding principal balance of their Term Loans.

2

          3.          Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as follows:

          (a) The Borrower has the legal power and authority to execute and deliver this Amendment and the officer(s) of the Borrower executing this Amendment have been duly authorized to execute and deliver the same and bind the Borrower with respect to the provisions hereof.

          (b) This Amendment and the Credit Agreement as previously executed and as amended hereby, constitute legal, valid and binding obligations of the Borrower, enforceable against it in accordance with their terms.

          (c) Upon the effectiveness of this Amendment, the Borrower hereby reaffirms all covenants, representations and warranties made in the Credit Agreement and the other Loan Documents to the extent the same are not amended hereby, agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment.

          (d) There exists no Default or Unmatured Default.

          4.          Reference to the Effect on the Credit Agreement.

          (a) Upon the effectiveness of Section 1 hereof, on and after the date hereof, each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import shall mean and be a reference to the Credit Agreement, as amended previously and as amended hereby.

          (b) Except as specifically amended above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect, and are hereby ratified and confirmed.

          (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Arrangers, the Agents or any of the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

          5.          Costs and Expenses. The Borrower agrees to pay all reasonable costs, fees and out-of-pocket expenses (including attorneys' fees and expenses charged to the Arrangers and the Agents) incurred by the Arrangers and the Agents in connection with the preparation, arrangement, execution and enforcement of this Amendment.

          6.          Governing Law. ANY DISPUTE BETWEEN THE BORROWER AND ANY AGENT OR ANY LENDER ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AMENDMENT, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN

3
ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1 ET SEQ, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

          7.          Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose .

          8.          Counterparts. This Amendment may be executed by one or more of the parties to the Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A facsimile signature page hereto sent to the Arranger or the Arranger's counsel shall be effective as an original counterpart signature provided each party executing such a facsimile counterpart agrees to deliver originals to the Arranger Agent thereof.

          9.          No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Amendment, the Credit Agreement and the other Loan Documents. In the event an ambiguity or question of intent or interpretation arises, this Amendment, the Credit Agreement and the other Loan Documents shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Amendment, the Credit Agreement or any of the other Loan Documents.

4

                    IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

SPARTAN STORES, INC.,
     as Borrower

By: /s/ James B. Meyer

     Name:
     Title:

ABN AMRO BANK N.V.,
as Arranger, Syndication Agent, Collateral Agent, as a Lender and as an Issuing Bank

By: /s/ Joann L. Holman

     Name: Joann L. Holman
     Title: Vice President

By: /s/ Thomas M. Toerpe

     Name: Thomas M. Toerpe
     Title: Vice President

MICHIGAN NATIONAL BANK,
as Co-Arranger, Administrative Agent, as a Lender and as an Issuing Bank

By: /s/ Peter T. Campbell

     Name: Peter T. Campbell
     Title: Vice President

5

BANK ONE, NA

By: /s/ Kenneth S. Selle

     Name: Kenneth S. Selle
     Title: SVP

HARRIS TRUST AND SAVINGS BANK

By: /s/ Julia B. Buthman

     Name: Julia B. Buthman
     Title: Managing Director

NATIONAL CITY BANK

By: /s/ Patricia Jackson

     Name: Patricia Jackson
     Title: Vice President

OLD KENT BANK

By: /s/ V. Scott Rowley

     Name: V. Scott Rowley
     Title: Vice President

COMERICA BANK

By: /s/ Robert M. Porterfield

     Name: Robert M. Porterfield
     Title: Vice President

6

FIRSTAR BANK N.A. formerly known as:
MERCANTILE BANK NATIONAL
ASSOCIATION

By: /s/ John A. Holland

     Name: John A. Holland
     Title: Group Vice President

UNITED OF OMAHA LIFE INSURANCE COMPANY

By: /s/ Curtis R. Caldwell

     Name: Curtis R. Caldwell
     Title: First Vice President

BALANCED HIGH-YIELD FUND I LTD.,
By: BHF (USA) Capital Corp., acting through its New York Branch, as attorney-in-fact

By: /s/ Dana L. McDougall

     Name: Dana L. McDougall
     Title: Vice President

By: /s/ Chris Yu

     Name: Chris Yu
     Title: Associate

BALANCED HIGH-YIELD FUND II LTD.,
By: BHF (USA) Capital Corp., acting through its New York Branch, as attorney-in-fact

By: /s/ Dana L. McDougall

     Name: Dana L. McDougall
     Title: Vice President

By: /s/ Chris Yu

     Name: Chris Yu
     Title: Associate

7

THE BANK OF NOVA SCOTIA

By: /s/ F.C.E. Ashby

     Name: F.C.E. Ashby
     Title: Senior Manager Loan Operations

U.S. BANK NATIONAL ASSOCIATION

By: /s/ Carol Morse

     Name: Carol Morse
     Title: Senior Vice President

NCB CAPITAL CORPORATION

By: /s/ Barry W. Silver

     Name: Barry W. Silver
     Title: Managing Director

NATIONAL COOPERATIVE BANK

By: /s/ Barry W. Silver

     Name: Barry W. Silver
     Title: Managing Director

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND," NEW YORK BRANCH

By: /s/ Thomas A. Levasseur

     Name: Thomas A. Levasseur
     Title: Vice President

By: /s/ Edward Peyser

     Name: Edward Peyser
     Title: Executive Director

8

BANK ONE, MICHIGAN

By: /s/ Kevin M. Paul

     Name: Kevin M. Paul
     Title: First Vice President

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By: /s/ Mary Ann McCarthy

     Name: Mary Ann McCarthy
     Title: Managing Director

SAAR HOLDINGS CDO, LIMITED

By: /s/ Mary Ann McCarthy

     Name: Mary Ann McCarthy
     Title: Managing Director

KZH RIVERSIDE LLC

By: /s/ Peter Chin

     Name: Peter Chin
     Title: Authorized Agent

KEMPER FLOATING RATE FUND

By: /s/ Kelly D. Babson

     Name: Kelly D. Babson
     Title: Managing Director

OLYMPIC FUNDING TRUST, SERIES 1999-1

By: /s/ Ashley R. Hamilton

     Name: Ashley R. Hamilton
     Title: Authorized Agent

NATIONAL AUSTRALIA BANK LIMITED

By: /s/ Bill Schmid

     Name: Bill Schmid
     Title: Vice President

9

BLACK DIAMOND CLO 2000-1 LTD.

By: /s/ David Dyer

     Name: David Dyer
     Title: Director

SUMMIT BANK

By: /s/ William T. Franey

     Name: William T. Franey
     Title: Vice President

THE CIT GROUP/EQUIPMENT FINANCING, INC.

By: /s/ Nicki Reid

     Name: Nicki Reid
     Title: Senior Credit Analyst

FRANKLIN FLOATING RATE TRUST

By:

     Name:
     Title:

UNION BANK OF CALIFORNIA, N.A.

By: /s/ Sonja Sevcik

     Name: Sonja Sevcik
     Title: Assistant Vice President

MUIRFIELD TRADING LLC

By: /s/ Ashley R. Hamilton

     Name: Ashley R. Hamilton
     Title: Asst. Vice President

10

HELLER FINANCIAL LEASING INC.

By: /s/ Ronald A. Les

     Name: Ronald A. Les
     Title: Vice President, Portfolio Manager

11

EX-10

Exhibit 10.12

AMENDMENT NO. 3
TO CREDIT AGREEMENT
Dated as of March 18, 1999

                    THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT ("Amendment") is made as of February 23, 2001 by and among Spartan Stores, Inc., a Michigan corporation (the "Borrower "), the financial institutions listed on the signature pages hereof as lenders (the "Lenders"), ABN AMRO Bank N.V., in its capacity as Arranger, Collateral Agent and Syndication Agent (the "Arranger") and Michigan National Bank, in its capacity as a Co-Arranger and as Administrative Agent (the " Administrative Agent") under that certain Credit Agreement dated as of March 18, 1999 by and among the Borrower, the Lenders, the Arranger and the Administrative Agent, as modified by that certain Waiver dated as of April 22, 1999, that certain Amendment No. 1 dated as of May 10, 1999, that certain Consent dated as of June 19, 1999, that certain Acquisition Consent dated as of November 9, 1999, that certain Consent dated as of December 15, 1999, that certain Acquisition Consent dated as of March 7, 2000, that certain Amendment No. 2 dated as of June 25, 2000, and that certain Acquisition Consent Memorandum dated as of January 5, 2001 (as so modified and as hereafter amended, modified or restated, the "Credit Agreement"). Defined terms used herein and not otherwise defined herein shall have the meaning given to them in the Credit Agreement.

WITNESSETH

                    WHEREAS, the Borrower, the Lenders, the Arranger and the Administrative Agent are parties to the Credit Agreement;

                    WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement in certain respects and the Lenders, the Arranger and the Administrative Agent are willing to so amend the Credit Agreement on the terms and conditions set forth herein;

                    NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders, the Arranger and the Administrative Agent have entered into this Amendment.

          1. Amendments to Credit Agreement. Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement is hereby amended as follows:

          1.1. Section 2.3 of the Credit Agreement is amended to delete therefrom the reference to "March 18, 2001" and substitute a reference to "June 29, 2001" therefor.

          1.2. Section 7.3(A)(vi) of the Credit Agreement is amended to delete therefrom the reference to "$10,000,000" and substitute a reference to "$35,000,000" therefor.

          2.          Conditions of Effectiveness. This Amendment shall become effective and be deemed effective as of the date hereof, if, and only if:

          (a) the Arranger shall have received duly executed originals of this Amendment from the Borrower, the Administrative Agent, the Arranger and the Required Lenders;

          (b) the Arranger shall have received a duly executed reaffirmation in the form attached hereto as Exhibit A;

          (c) the Administrative Agent shall have received an amendment fee for the ratable account of those Lenders who have submitted their signature pages to this Amendment on or prior to 5:00 p.m. (Chicago time) on Friday, February 23, 2001 (the "Approving Lenders") in the amount of five basis points on the sum of such Approving Lenders' (i) Acquisition Facility Commitments, (ii) Revolving Loan Commitments and (iii) outstanding principal balance of their Term Loans.

          3.          Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as follows:

          (a) The Borrower has the legal power and authority to execute and deliver this Amendment and the officer(s) of the Borrower executing this Amendment have been duly authorized to execute and deliver the same and bind the Borrower with respect to the provisions hereof.

          (b) This Amendment and the Credit Agreement as previously executed and as amended hereby, constitute legal, valid and binding obligations of the Borrower, enforceable against it in accordance with their terms.

          (c) Upon the effectiveness of this Amendment, the Borrower hereby reaffirms all covenants, representations and warranties made in the Credit Agreement and the other Loan Documents to the extent the same are not amended hereby, agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment.

          (d) There exists no Default or Unmatured Default.

          4.          Reference to the Effect on the Credit Agreement.

          (a) Upon the effectiveness of Section 1 hereof, on and after the date hereof, each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import shall mean and be a reference to the Credit Agreement, as amended previously and as amended hereby.

          (b) Except as specifically amended above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect, and are hereby ratified and confirmed.

          (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Arrangers, the Agents or any of the Lenders, nor constitute a waiver of any provision of the Credit

2
Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

          5.          Costs and Expenses. The Borrower agrees to pay all reasonable costs, fees and out-of-pocket expenses (including attorneys' fees and expenses charged to the Arrangers and the Agents) incurred by the Arrangers and the Agents in connection with the preparation, arrangement, execution and enforcement of this Amendment.

          6.          Governing Law. ANY DISPUTE BETWEEN THE BORROWER AND ANY AGENT OR ANY LENDER ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AMENDMENT, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1 ET SEQ, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

          7.          Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose .

          8.          Counterparts. This Amendment may be executed by one or more of the parties to the Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A facsimile signature page hereto sent to the Arranger or the Arranger's counsel shall be effective as an original counterpart signature provided each party executing such a facsimile counterpart agrees to deliver originals to the Arranger thereof.

          9.          No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Amendment, the Credit Agreement and the other Loan Documents. In the event an ambiguity or question of intent or interpretation arises, this Amendment, the Credit Agreement and the other Loan Documents shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Amendment, the Credit Agreement or any of the other Loan Documents.

3

                    IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

SPARTAN STORES, INC.,
    as Borrower

By: /s/ David M. Staples

     Name: David M. Staples
     Title: Executive Vice President & CFO

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

ABN AMRO BANK N.V.,
as Arranger, Syndication Agent, Collateral Agent, as a Lender and as an Issuing Bank

By: /s/ Mary L. Honda

     Name: Mary L. Honda
     Title: Group Vice President

By: /s/ John L. Church

     Name: John L. Church
     Title: Senior Vice President

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

MICHIGAN NATIONAL BANK,
as Co-Arranger, Administrative Agent, as a Lender and as an Issuing Bank

By: /s/ Peter T. Campbell

     Name: Peter T. Campbell
     Title: Vice President

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

BANK ONE, NA

By: /s/ Kenneth S. Selle

     Name: Kenneth S. Selle
     Title: SVP

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

HARRIS TRUST AND SAVINGS BANK

By: /s/ Michael Johns

     Name: Michael Johns
     Title: Vice President

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

NATIONAL CITY BANK

By: /s/ Patricia Jackson

     Name: Patricia Jackson
     Title: Vice President

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

OLD KENT BANK

By: /s/ V. Scott Rowley

     Name: V. Scott Rowley
     Title: Vice President

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

COMERICA BANK

By: /s/ Robert M. Porterfield

     Name: Robert M. Porterfield
     Title: Vice President

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

FIRSTAR BANK, N.A.

By:

     Name:
     Title:

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

UNITED OF OMAHA LIFE INSURANCE COMPANY

By: /s/ Edwin H. Garrison Jr.

     Name: Edwin H. Garrison Jr.
     Title: First Vice President

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

BALANCED HIGH-YIELD FUND I LTD.,
By: BHF (USA) Capital Corp., acting through its New York Branch, as attorney-in-fact

By: /s/ Dana L. McDougall

     Name: Dana L. McDougall
     Title: Vice President

By: /s/ Nina Zhou

     Name: Nina Zhou
     Title: Associate

BALANCED HIGH-YIELD FUND II LTD.,
By: BHF (USA) Capital Corp., acting through its New York Branch, as attorney-in-fact

By: /s/ Dana L. McDougall

     Name: Dana L. McDougall
     Title: Vice President

By: /s/ Nina Zhou

     Name: Nina Zhou
     Title: Associate

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

THE BANK OF NOVA SCOTIA

By:

     Name:
     Title:

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

U.S. BANK NATIONAL ASSOCIATION

By: /s/ Joan Hezzen

     Name: Joan Hezzen
     Title: Vice President

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

NCB CAPITAL CORPORATION

By: /s/ Barry W. Silver

     Name: Barry W. Silver
     Title: Managing Director

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND," NEW YORK BRANCH

By: /s/ Thomas A. Levasseur

     Name: Thomas A. Levasseur
     Title: Vice President

By: /s/ Ian Reece

     Name: Ian Reece
     Title: Senior Credit Officer

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

BANK ONE, MICHIGAN

By: /s/ Kevin M. Paul

     Name: Kevin M. Paul
     Title: First Vice President

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By: /s/ Mary Ann McCarthy

     Name: Mary Ann McCarthy
     Title: Managing Director

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

SAAR HOLDINGS CDO, LIMITED

By: /s/ Mary Ann McCarthy

     Name: Mary Ann McCarthy
     Title: Managing Director

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

KZH RIVERSIDE LLC

By: /s/ Kimberly Rowe

     Name: Kimberly Rowe
     Title: Authorized Agent

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

KEMPER FLOATING RATE FUND

By: /s/ Kelly D. Babson

     Name: Kelly D. Babson
     Title: Managing Director

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

OLYMPIC FUNDING TRUST, SERIES 1999-1

By: /s/ Ann E. Morris

     Name: Ann E. Morris
     Title: Authorized Agent

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

NATIONAL AUSTRALIA BANK LIMITED

By:

     Name:
     Title:

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

SUMMIT BANK

By: /s/ William T. Franey

     Name: William T. Franey
     Title: Vice President

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

THE CIT GROUP/EQUIPMENT FINANCING, INC.

By: /s/ Katie J. Saunders

     Name: Katie J. Saunders
     Title: Sr. Credit Analyst

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

FRANKLIN FLOATING RATE TRUST

By: /s/ Chauncey Lufkin

     Name: Chauncey Lufkin
     Title: Vice President

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

UNION BANK OF CALIFORNIA, N.A.

By: /s/ Robert Cohen

     Name: Robert Cohen
     Title: AVP

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

MUIRFIELD TRADING LLC

By: /s/ Ann E. Morris

     Name: Ann E. Morris
     Title: Asst. Vice President

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

HELLER FINANCIAL LEASING INC.

By:

     Name:
     Title:

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

TCF NATIONAL BANK

By: /s/ Glenn J. Stadler

     Name: Glenn J. Stadler
     Title: Vice President

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

AIMCO CDO, SERIES 2000-A

By: /s/ Jerry D. Zinkula

     Name: Jerry D. Zinkula
     Title: Authorized Signatory

By: /s/ Patricia W. Wilson

     Name: Patricia W. Wilson
     Title: Authorized Signatory

ALLSTATE LIFE INSURANCE COMPANY

By: /s/ Jerry D. Zinkula

     Name: Jerry D. Zinkula
     Title: Authorized Signatory

By: /s/ Patricia W. Wilson

     Name: Patricia W. Wilson
     Title: Authorized Signatory

Signature Page to
Amendment No. 3
Spartan Stores, Inc.

EX-10

Exhibit 10.13

AMENDMENT NO. 4
TO CREDIT AGREEMENT
Dated as of March 18, 1999

          THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT ("Amendment") is made as of April 23, 2001 by and among Spartan Stores, Inc., a Michigan corporation (the "Borrower"), the financial institutions listed on the signature pages hereof as lenders (the "Lenders"), ABN AMRO Bank N.V., in its capacity as Arranger, Collateral Agent and Syndication Agent (the "Arranger") and Michigan National Bank, in its capacity as a Co-Arranger and as Administrative Agent (the "Administrative Agent") under that certain Credit Agreement dated as of March 18, 1999 by and among the Borrower, the Lenders, the Arranger and the Administrative Agent, as modified by that certain Waiver dated as of April 22, 1999, that certain Amendment No. 1 dated as of May 10, 1999, that certain Consent dated as of June 19, 1999, that certain Acquisition Consent dated as of November 9, 1999, that certain Consent dated as of December 15, 1999, that certain Acquisition Consent dated as of March 7, 2000, that certain Amendment No. 2 dated as of June 25, 2000, and that certain Acquisition Consent Memorandum dated as of January 5, 2001, and that Certain Amendment No. 3 dated as of February 23, 2001 (as so modified and as hereafter amended, modified or restated, the "Credit Agreement"). Defined terms used herein and not otherwise defined herein shall have the meaning given to them in the Credit Agreement.

WITNESSETH

          WHEREAS, the Borrower, the Lenders, the Arranger and the Administrative Agent are parties to the Credit Agreement;

          WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement in certain respects and the Lenders, the Arranger and the Administrative Agent are willing to so amend the Credit Agreement on the terms and conditions set forth herein;

          NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders, the Arranger and the Administrative Agent have entered into this Amendment.

          1.          Amendments to Credit Agreement. Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement is hereby amended as follows:

          1.1. Section 1.1 of the Credit Agreement is amended to delete from the definition of "Designated Lender" therein the reference to "National Australia Bank" and substitute a reference to "ABN Amro Bank N.V. or any of its affiliates" therefor.

          Section 7.4(A)(i)(b) of the Credit Agreement is amended to insert the following after "Capital Expenditures" therein:

"; provided, however that EBITDA shall not be reduced by Capital Expenditures for purposes of calculating the Fixed Charge Coverage Ratio for any of the first three (3) fiscal quarters of the fiscal year ending on or about March 31, 2002"

          Section 13.3(A) of the Credit Agreement is amended to delete therefrom the reference to "National Australia Bank" and to substitute a reference to "ABN AMRO Bank N.V. or any of its affiliates" therefor.

          2.          Conditions of Effectiveness. This Amendment shall become effective and be deemed effective as of the date hereof, if, and only if:

          (a) the Arranger shall have received duly executed originals of this Amendment from the Borrower, the Administrative Agent, the Arranger and the Required Lenders;

          (b) the Arranger shall have received a duly executed reaffirmation in the form attached hereto as Exhibit A; and

          (c) the Administrative Agent shall have received an amendment fee for the ratable account of those Lenders who have submitted their signature pages to this Amendment on or prior to 5:00 p.m. (Chicago time) on Monday, April 23, 2001 (the "Approving Lenders") in the amount of seven basis points on the sum of such Approving Lenders' (i) Acquisition Facility Commitments, (ii) Revolving Loan Commitments and (iii) outstanding principal balance of their Term Loans.

          3.          Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as follows:

          (a) The Borrower has the legal power and authority to execute and deliver this Amendment and the officer(s) of the Borrower executing this Amendment have been duly authorized to execute and deliver the same and bind the Borrower with respect to the provisions hereof.

          (b) This Amendment and the Credit Agreement as previously executed and as amended hereby, constitute legal, valid and binding obligations of the Borrower, enforceable against it in accordance with their terms.

          (c) Upon the effectiveness of this Amendment, the Borrower hereby reaffirms all covenants, representations and warranties made in the Credit Agreement and the other Loan Documents to the extent the same are not amended hereby, agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment.

          (d) There exists no Default or Unmatured Default.

2

          4.          Reference to the Effect on the Credit Agreement.

          (a) Upon the effectiveness of Section 1 hereof, on and after the date hereof, each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import shall mean and be a reference to the Credit Agreement, as amended previously and as amended hereby.

          (b) Except as specifically amended above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect, and are hereby ratified and confirmed.

          (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Arrangers, the Agents or any of the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

          5.          Costs and Expenses. The Borrower agrees to pay all reasonable costs, fees and out-of-pocket expenses (including attorneys' fees and expenses charged to the Arrangers and the Agents) incurred by the Arrangers and the Agents in connection with the preparation, arrangement, execution and enforcement of this Amendment.

          6.          Governing Law. ANY DISPUTE BETWEEN THE BORROWER AND ANY AGENT OR ANY LENDER ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AMENDMENT, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1 ET SEQ, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

          7.          Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose .

          8.          Counterparts. This Amendment may be executed by one or more of the parties to the Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A facsimile signature page hereto sent to the Arranger or the Arranger's counsel shall be effective as an original counterpart signature provided each party executing such a facsimile counterpart agrees to deliver originals to the Arranger thereof.

          9.          No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Amendment, the Credit Agreement and the other Loan Documents. In the event an ambiguity or question of intent or interpretation arises, this Amendment, the Credit Agreement and the other Loan Documents shall be construed as if

3

drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Amendment, the Credit Agreement or any of the other Loan Documents.

4

                    IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

SPARTAN STORES, INC.,
     as Borrower

By:/s/ David M. Staples

     Name: David M. Staples
     Title:   Executive Vice President
                & Chief Financial Officer

Signature Page to
Amendment No. 4
Spartan Stores, Inc.

ABN AMRO BANK N.V.,
as Arranger, Syndication Agent, Collateral
Agent, as a Lender and as an Issuing Bank

By:/s/ John E. Robertson

     Name: John E. Robertson
     Title: Group Vice President

By:/s/ Peter J. Hallan

     Name: Peter J. Hallan
     Title: Assistant Vice President

Signature Page to
Amendment No. 4
Spartan Stores, Inc.

MICHIGAN NATIONAL BANK,
as Co-Arranger, Administrative Agent, as a Lender
and as an Issuing Bank

By:/s/ Peter T. Campbell

     Name: Peter T. Campbell
     Title: Vice President

Signature Page to
Amendment No. 4
Spartan Stores, Inc.

BANK ONE, MICHIGAN

By:/s/ Kevin M. Paul

     Name: Kevin M. Paul
     Title: First Vice President

Signature Page to
Amendment No. 4
Spartan Stores, Inc.

HARRIS TRUST AND SAVINGS BANK

By:/s/ Michael Johns

     Name: Michael Johns
     Title: Vice President

Signature Page to
Amendment No. 4
Spartan Stores, Inc.

NATIONAL CITY BANK

By:/s/ Patricia Jackson

     Name: Patricia Jackson
     Title: Vice President

Signature Page to
Amendment No. 4
Spartan Stores, Inc.

OLD KENT BANK

By:/s/ V. Scott Rowley

     Name: V. Scott Rowley
     Title: Vice President

Signature Page to
Amendment No. 4
Spartan Stores, Inc.

COMERICA BANK

By:/s/ Robert M. Porterfield

     Name: Robert M. Porterfield
     Title: Vice President

Signature Page to
Amendment No. 4
Spartan Stores, Inc.

FIRSTAR BANK, N.A.

By:/s/ Joseph P. Howard

     Name: Joseph P. Howard
     Title: Vice President

Signature Page to
Amendment No. 4
Spartan Stores, Inc.

UNITED OF OMAHA LIFE INSURANCE COMPANY

By:/s/ Curtis R. Caldwell

     Name: Curtis R. Caldwell
     Title: First Vice President

Signature Page to
Amendment No. 4
Spartan Stores, Inc.

BALANCED HIGH-YIELD FUND I LTD.,

By: ING Capital Advisors LLC, as Asset Manager

By:/s/ Michael J. Campbell

     Name: Michael J. Campbell
     Title: Managing Director

BALANCED HIGH-YIELD FUND II LTD.,
By: ING Capital Advisors LLC, as Asset Manager

By:/s/ Michael J. Campbell

     Name: Michael J. Campbell
     Title: Managing Director

Signature Page to
Amendment No. 4
Spartan Stores, Inc.

THE BANK OF NOVA SCOTIA

By:/s/ F. C. H. Ashby

     Name: F. C. H. Ashby
     Title: Senior Manager Loan Operations

Signature Page to
Amendment No. 4
Spartan Stores, Inc.

U.S. BANK NATIONAL ASSOCIATION

By:/s/ Joan Hezzen

     Name: Joan Hezzen
     Title: Vice President

Signature Page to
Amendment No. 4
Spartan Stores, Inc.

NCB CAPITAL CORPORATION

By:/s/ Barry W. Silver

     Name: Barry W. Silver
     Title: Managing Director

Signature Page to
Amendment No. 4
Spartan Stores, Inc.

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND," NEW YORK BRANCH

By:/s/ W. Jeffrey Vollack

     Name: W. Jeffrey Vollack
     Title: Senior Credit Officer
               Senior Vice President

By:/s/ David W. Nelson

     Name: David W. Nelson
     Title: Executive Director

Signature Page to
Amendment No. 4
Spartan Stores, Inc.

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By: David L. Babson & Company Inc. as Investment Adviser

By:/s/ Mary Ann McCarthy

     Name: Mary Ann McCarthy
     Title: Managing Director

Signature Page to
Amendment No. 4
Spartan Stores, Inc.

By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager

SAAR HOLDINGS CDO, LIMITED

By:/s/ Mary Ann McCarthy

     Name: Mary Ann McCarthy
     Title: Managing Director

Signature Page to
Amendment No. 4
Spartan Stores, Inc.

KZH RIVERSIDE LLC

By:/s/ Kimberly Rowe

     Name: Kimberly Rowe
     Title: Authorized Agent

Signature Page to
Amendment No. 4
Spartan Stores, Inc.

KEMPER FLOATING RATE FUND

By:/s/ Kenneth Weber

     Name: Kenneth Weber
     Title: Senior Vice President

Signature Page to
Amendment No. 4
Spartan Stores, Inc.

OLYMPIC FUNDING TRUST, SERIES 1999-1

By:/s/ Ann E. Morris

     Name: Ann E. Morris
     Title: Authorized Agent

Signature Page to
Amendment No. 4
Spartan Stores, Inc.

FLEET NATIONAL BANK (f/k/a SUMMIT BANK)

By:/s/ Kathleen Dimock

     Name: Kathleen Dimock
     Title: Director

Signature Page to
Amendment No. 4
Spartan Stores, Inc.

THE CIT GROUP/EQUIPMENT FINANCING, INC.

By:/s/ Katie J. Saunders

     Name: Katie J. Saunders
     Title: Senior Credit Analyst

Signature Page to
Amendment No. 4
Spartan Stores, Inc.

UNION BANK OF CALIFORNIA, N.A.

By:/s/ Robert Cohen

     Name: Robert Cohen
     Title: Assistant Vice President

Signature Page to
Amendment No. 4
Spartan Stores, Inc.

MUIRFIELD TRADING LLC

By:/s/ Ann E. Morris

     Name: Ann E. Morris
     Title: Assistant Vice President

Signature Page to
Amendment No. 4
Spartan Stores, Inc.

HELLER FINANCIAL LEASING INC.

By:/s/ Ronald E. Les

     Name: Ronald E. Les
     Title: Vice President

Signature Page to
Amendment No. 4
Spartan Stores, Inc.

TCF NATIONAL BANK

By:/s/ Glenn J. Stadler

     Name: Glenn J. Stadler
     Title: Vice President

Signature Page to
Amendment No. 4
Spartan Stores, Inc.

AIMCO CDO, SERIES 2000-A

By: /s/ Jerry D. Zinkula

     Name: Jerry D. Zinkula
     Title: Authorized Signatory

By: /s/ David Walsh

     Name: David Walsh
     Title: Authorized Signatory

ALLSTATE LIFE INSURANCE COMPANY

By: /s/ Jerry D. Zinkula

     Name: Jerry D. Zinkula
     Title: Authorized Signatory

By: /s/ David Walsh

     Name: David Walsh
     Title: Authorized Signatory

Signature Page to
Amendment No. 4
Spartan Stores, Inc.

SEQUILS-CUMBERLAND I, LTD.

By: Deerfield Capital Management, L.L.C., as its Collateral Manager

By:/s/ Matt Stouffer

     Name: Matt Stouffer
     Title: Vice President

Signature Page to
Amendment No. 4
Spartan Stores, Inc.

EX-21

EXHIBIT 21
LIST OF SUBSIDIARIES OF SPARTAN STORES, INC.

1.	CAPISTAR, INC.
	Jurisdiction of Incorporation: Names under which business is conducted:		Michigan Capistar, Inc. Associated Grocers of Michigan
2.	FAMILY FARE, INC.
	Jurisdiction of Incorporation: Names under which business is conducted:		Michigan Family Fare, Inc. Ashcraft's Markets Ashcraft's Pharmacy Family Fare Management Services, Inc. Family Fare Trucking, Inc. Family Fare Pharmacy Family Fare Supermarket Glen's Markets Glen's Pharmacy Glen's Pharmacy #1523 Grand Valley Food Center Great Day Food Centers Great Day Markets Great Day Food Store Great Day Pharmacy Spartan Retail 32nd Street Baking Co.
	- FAMILY FARE, INC. subsidiaries include:
	(a)	PREVO'S FAMILY MARKETS, INC.
		Jurisdiction of Incorporation: Michigan
		Names under which business is conducted:	Prevo's Family Markets, Inc. Prevo's Pharmacy of Chum's Corner Prevo's Pharmacy of Bellaire Prevo's Pharmacy #636 Prevo's Pharmacy #122
	(b)	PFM MANAGEMENT L.L.C. (PFM Management L.L.C. is owned 2% by Family Fare, Inc. and    98% by Prevo's Family Markets, Inc.)
		Jurisdiction of Formation:	Michigan
		Names under which business is conducted:	PFM Management L.L.C.
	(c)	MDP, L.L.C.
		(Family Fare, Inc. has a 65% interest in MDP, L.L.C.
		Jurisdiction of Formation:	Michigan
		Names under which business is conducted:	MDP, L.L.C.

3.	J.F. WALKER COMPANY, INC.
	Jurisdiction of Incorporation:	Michigan
	Names under which business is conducted:	J. F. Walker Company, Inc.
4.	L & L/JIROCH DISTRIBUTING COMPANY
	Jurisdiction of Incorporation:	Michigan
	Names under which business is conducted:	L & L/Jiroch Distributing Company Johnson Food Service, Inc.
5.	MARKET DEVELOPMENT CORPORATION
	Jurisdiction of Incorporation:	Michigan
	Names under which business is conducted:	Market Development Corporation Ludington Corner Ludington Corners Ludington Plaza Westland of Three Rivers Harvest Place Cascade East Kentwood Center Jefferson Square Market Street Plaza
6.	SI INSURANCE AGENCY, INC. (Formerly Shield Insurance Services, Inc.)
	Jurisdiction of Incorporation:	Michigan
	Names under which business is conducted:	SI Insurance Agency, Inc.
7.	SPARTAN INSURANCE COMPANY LTD.
	Jurisdiction of Incorporation:	Bermuda
	Names under which business is conducted:	Spartan Insurance Company Ltd.
8.	UNITED WHOLESALE GROCERY COMPANY
	Jurisdiction of Incorporation:	Michigan
	Names under which business is conducted:	United Wholesale Grocery Company
9.	SEAWAY FOOD TOWN, INC.
	Jurisdiction of Incorporation:	Michigan
	Names under which business is conducted:	Seaway Food Town, Inc. Handy Pantry Kash N' Karry Warehouse Valley Farm Foods Balduf Bakeries Spartan Retail

- SEAWAY FOOD TOWN, INC. subsidiaries include:

(a)	BUCKEYE DISCOUNT, INC.
	Jurisdiction of Incorporation: Ohio
	Names under which business is conducted:	Buckeye Discount, Inc.
(b)	NORTHERN DISTRIBUTING CO.
	Jurisdiction of Incorporation: Ohio
	Names under which business is conducted:	Northern Distributing Co.
(c)	TRACY & AVERY FOOD TOWN, INC.
	Jurisdiction of Incorporation: Ohio
	Names under which business is conducted:	Tracy & Avery Food Town, Inc.
(d)	VALLEY FARM DISTRIBUTING CO. (Formerly Second Fjord Properties, Inc.)
	Jurisdiction of Incorporation: Ohio
	Names under which business is conducted:	Valley Farm Distribution Co. VFD
(e)	PORT CLINTON REALTY COMPANY (Partnership)
	Jurisdiction of Incorporation: Ohio
	Names under which business is conducted:	Port Clinton Realty Company
(f)	CUSTER PHARMACY, INC.
	Jurisdiction of Incorporation: Michigan
	Names under which business is conducted:	Custer Pharmacy, Inc. Food Town Pharmacy, Inc.
(g)	GRUBER'S FOOD TOWN, INC.
	Jurisdiction of Incorporation: Michigan
	Names under which business is conducted:	Kash N' Karry Super Food Stores Kash N' Karry Warehouse Mart The Pharm W.D.'s Deep Discount
(h)	THE PHARM OF MICHIGAN, INC.
	Jurisdiction of Incorporation: Michigan
	Names under which business is conducted:	The Pharm of Michigan, Inc.

EX-23

Exhibit 23

Deloitte & Touche LLP
700 Bridgewater Place
333 Bridge Street, N.W.
Grand Rapids, Michigan 49504-5359

Tel: (616) 336-7900
Fax: (616) 336-7950
www.us.deloitte.com

Deloitte         
& Touche         

INDEPENDENT AUDITORS' CONSENT AND REPORT ON SCHEDULE

Board of Directors of Spartan Stores, Inc.
Grand Rapids, Michigan

We consent to the incorporation by reference in Registration Statement No. 33-47442 Spartan Stores, Inc. 1991 Stock Bonus Plan, Registration Statement No. 33-47493 Spartan Stores, Inc. 1991 Stock Option Plan, Registration Statement No. 33-49074 Spartan Stores, Inc. 1991 Associate Stock Purchase Plan, Registration Statement No. 33-96259 Spartan Stores, Inc. Long Term Incentive Plan, Registration Statement No. 333-49448 Spartan Stores, Inc. Directors' Stock Purchase Plan on Forms S-8, Amendment No. 1 to Registration Statement No. 333-37050 of Spartan Stores, Inc. Prospectus and Proxy Statement on Form S-4, and Amendments No. 1 and No. 2 to Registration Statement No. 333-53672 of Spartan Stores, Inc. Prospectus on Form S-3 of our report dated May 2, 2001, appearing in this Annual Report on Form 10-K of Spartan Stores, Inc. for the year ended March 31, 2001.

Our audits of the financial statements referred to in our aforementioned report also included the financial statement schedule of Spartan Stores, Inc. (the "Company"), listed in Item 14(a)(2). This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Deloitte & Touche LLP

June 18, 2001

EX-24

Exhibit 24

FORM 10-K

POWER OF ATTORNEY

                    The undersigned, in his capacity as a director or officer, or both, as the case may be, of Spartan Stores, Inc., does hereby appoint JAMES B. MEYER or ALEX J. DEYONKER, and both of them severally, his attorneys or attorney to execute in his name, place, and stead, a Form 10-K Annual Report of Spartan Stores, Inc. for its fiscal year ended March 31, 2001, and any and all amendments thereto, and to file it or them with the Securities and Exchange Commission.

Date	Signature
April 5, 2001	/s/Russel H. VanGilder, Jr Russell H. VanGilder, Jr. Director

FORM 10-K

POWER OF ATTORNEY

                    The undersigned, in his capacity as a director or officer, or both, as the case may be, of Spartan Stores, Inc., does hereby appoint JAMES B. MEYER or DAVID M. STAPLES, and both of them severally, his attorneys or attorney to execute in his name, place, and stead, a Form 10-K Annual Report of Spartan Stores, Inc. for its fiscal year ended March 31, 2001, and any and all amendments thereto, and to file it or them with the Securities and Exchange Commission.

Date	Signature
April 5, 2001	/s/Alex J. DeYonker Alex J. DeYonker Director

FORM 10-K

POWER OF ATTORNEY

                    The undersigned, in his capacity as a director or officer, or both, as the case may be, of Spartan Stores, Inc., does hereby appoint JAMES B. MEYER or ALEX J. DEYONKER, and both of them severally, his attorneys or attorney to execute in his name, place, and stead, a Form 10-K Annual Report of Spartan Stores, Inc. for its fiscal year ended March 31, 2001, and any and all amendments thereto, and to file it or them with the Securities and Exchange Commission.

Date	Signature
April 5, 2001	/s/Elson S. Floyd Elson S. Floyd Director

FORM 10-K

POWER OF ATTORNEY

                    The undersigned, in his capacity as a director or officer, or both, as the case may be, of Spartan Stores, Inc., does hereby appoint JAMES B. MEYER or ALEX J. DEYONKER, and both of them severally, his attorneys or attorney to execute in his name, place, and stead, a Form 10-K Annual Report of Spartan Stores, Inc. for its fiscal year ended March 31, 2001, and any and all amendments thereto, and to file it or them with the Securities and Exchange Commission.

Date	Signature
April 8, 2001	/s/Richard B. Iott Richard B. Iott Director

FORM 10-K

POWER OF ATTORNEY

                    The undersigned, in his capacity as a director or officer, or both, as the case may be, of Spartan Stores, Inc., does hereby appoint JAMES B. MEYER or ALEX J. DEYONKER, and both of them severally, his attorneys or attorney to execute in his name, place, and stead, a Form 10-K Annual Report of Spartan Stores, Inc. for its fiscal year ended March 31, 2001, and any and all amendments thereto, and to file it or them with the Securities and Exchange Commission.

Date	Signature
April 12, 2001	/s/Joel A. Levine Joel A. Levine Director

FORM 10-K

POWER OF ATTORNEY

                    The undersigned, in her capacity as a director of Spartan Stores, Inc., does hereby appoint JAMES B. MEYER or ALEX J. DEYONKER, and both of them severally, her attorneys or attorney to execute in her name, place, and stead, a Form 10-K Annual Report of Spartan Stores, Inc. for its fiscal year ended March 31, 2001, and any and all amendments thereto, and to file it or them with the Securities and Exchange Commission.

Date	Signature
April 15, 2001	/s/Elizabeth A. Nickels Elizabeth A. Nickels Director