Spartan Stores, Inc. Supplemental Savings Plan for Directors

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V0EOHDdyGxYquI152jlTSxfix3batOESjFr1Sk71LjppnqpQEJv9v4P3DYN+hWo5 T+wYx/FP91qbfPnoz+X0Cg== 0000905729-03-000427.txt : 20031205 0000905729-03-000427.hdr.sgml : 20031205 20031205151607 ACCESSION NUMBER: 0000905729-03-000427 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20031205 EFFECTIVENESS DATE: 20031205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPARTAN STORES INC CENTRAL INDEX KEY: 0000877422 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 380593940 STATE OF INCORPORATION: MI FISCAL YEAR END: 0329 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110952 FILM NUMBER: 031040232 BUSINESS ADDRESS: STREET 1: 850 76TH ST SW STREET 2: P O BOX 8700 CITY: GRAND RAPIDS STATE: MI ZIP: 49518 BUSINESS PHONE: 6168782000 MAIL ADDRESS: STREET 1: 850 76TH ST SW STREET 2: PO BOX 8700 CITY: GRAND RAPIDS STATE: MI ZIP: 49518 S-8 1 sptns8sspd_120503.htm SPARTAN STORES FORM S-8 Spartan Stores, Inc. Supplemental Savings Plan for Directors - Form S-8 12/05/03

Registration No. 333-____________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

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 Number)

850 76th Street, SW P.O. Box 8700 Grand Rapids, Michigan (Address of Principal Executive Offices)	49518 (Zip Code)

SPARTAN STORES, INC.
SUPPLEMENTAL SAVINGS PLAN FOR DIRECTORS
(Full Title of the Plan)

Craig C. Sturken
President and Chief Executive Officer
Spartan Stores, Inc.
850 76th Street, SW
P.O. Box 8700
Grand Rapids, Michigan 49518

Copies to:

Alex J. DeYonker
Warner Norcross & Judd LLP
900 Fifth Third Center
Grand Rapids, Michigan 49503-2487

(Name and Address of Agent For Service)

(616) 878-2000
(Telephone Number, Including Area Code, of Agent For Service)

CALCULATION OF REGISTRATION FEE

Title Of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price(2)	Amount Of Registration Fee
Deferred Compensation Obligations(1)	$1,500,000.00	Not Applicable	$1,500,000.00	$121.35

(1)	The Deferred Compensation Obligations are unsecured obligations of Spartan Stores, Inc. to pay deferred compensation in the future in accordance with the terms of the Spartan Stores, Inc. Supplemental Savings Plan for Directors.

(2)	Estimated solely for the purpose of calculating the registration fee.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission are incorporated in this registration statement by reference:

(a) The Registrant's latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act").

(b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in (a) above.

All documents subsequently filed by the Registrant (also referred to as "Spartan Stores") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities remaining unsold shall be deemed to be incorporated by reference in this registration statement and to be a part of this registration statement from the date of filing of such documents.

Item 4. Description of Securities.

The Registrant will provide members of the board of directors the opportunity to agree to the deferral of a specified percentage of their directors' fees under the Spartan Stores, Inc. Supplemental Savings Plan for Directors (the "Plan"). The related obligations of the Registrant (the "Obligations") will be unsecured general obligations of the Registrant to pay the deferred compensation in the future in accordance with the terms of the Plan. Therefore, the Obligations will be subject to the claims of the Registrant's general creditors and will rank pari passu with other unsecured and unsubordinated indebtedness of the Registrant from time to time outstanding.

The amount of compensation to be deferred by each director who participates in the Plan (a "Participant") will be determined in accordance with the Plan, based on elections by each Participant. The Obligations will be indexed to one or more investment options chosen by each Participant from a list of investment media, including the Registrant's common stock. Spartan Stores' Obligations to each Participant will be adjusted to reflect the investment experience, whether positive or negative, of the Participant's chosen investment options, including any appreciation or depreciation.

The Plan provides that Obligations are redeemable only upon a Participant's death or termination as a member of the board of directors of the Registrant. The Obligations will be denominated and be payable in United States dollars.

The Obligations are not convertible into another security of the Registrant. The Obligations will not have the benefit of a negative pledge or any other affirmative or negative covenant on the part of the Registrant. No trustee has been appointed having the authority to take action with respect to the Obligations and each Participant will be responsible for acting independently with respect to, among other things, the giving of notices, responding to any requests for consents, waivers or amendments pertaining to the Obligations, enforcing covenants and taking action upon default. A Participant's benefits under the Plan may not be assigned or encumbered. The Registrant reserves the right to amend or terminate the Plan at any time.

Item 5. Interests of Named Experts and Counsel.

None.

Item 6. Indemnification of Directors and Officers.

The Registrant has the power to indemnify its directors, officers, employees and agents against liability for certain acts pursuant to Sections 561 through 571 of the Michigan Business Corporation Act. Pursuant to its Amended and Restated Articles of Incorporation and Bylaws, the Registrant may indemnify a director, officer, employee or agent for liabilities reasonably incurred resulting from any pending, threatened or completed action or proceeding arising out of such person's position with the Registrant. The Registrant has insured or indemnified its directors and officers against certain liabilities that may arise under the Securities Act of 1933.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following exhibits have been filed or incorporated by reference as part of this Registration Statement:

Exhibit Number	Document

4.1	Spartan Stores, Inc. Supplemental Savings Plan for Directors.

4.2	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 on June 5, 2000. Incorporated herein by reference.

4.3	Amended and Restated Bylaws of Spartan Stores, Inc. Previously filed as an exhibit to Spartan Stores' Quarterly Report on Form 10-Q for the period ended September 13, 2003. Here incorporated by reference.

5	Opinion of Warner Norcross & Judd llp.

23.1	Consent of Independent Public Accountants.

23.2	Consent of Warner Norcross & Judd llp (included in Exhibit 5 and incorporated herein by reference).

24	Powers of Attorney.

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

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

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

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

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

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

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

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

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Grand Rapids, State of Michigan, on this 5^th day of December, 2003.

	SPARTAN STORES, INC. (Registrant)


	By /s/ Craig C. Sturken
	Craig C. Sturken Chairman of the Board, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Form S-8 Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Date		Signature


December 5, 2003		/s/ M. Shân Atkins*
		M. Shân Atkins Director


December 5, 2003		/s/ Dr. Frank M. Gambino*
		Dr. Frank M. Gambino Director


December 5, 2003		/s/ Gregory P. Josefowicz*
		Gregory P. Josefowicz Director


December 5, 2003		/s/ Elizabeth A. Nickels*
		Elizabeth A. Nickels Director


December 5, 2003		/s/ Timothy J. O'Donovan*
		Timothy J. O'Donovan Director


December 5, 2003		/s/ Craig C. Sturken
		Craig C. Sturken Director


December 5, 2003		/s/ Kenneth T. Stevens*
		Kenneth T. Stevens Director


December 5, 2003		/s/ James F. Wright*
		James F. Wright Director

December 5, 2003		/s/ David M. Staples
		David M. Staples Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

*By /s/ Alex J. DeYonker
Alex J. DeYonker Attorney-in-Fact

EXHIBIT INDEX

Exhibit Number	Document

4.1	Spartan Stores, Inc. Supplemental Savings Plan for Directors.

4.2	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 on June 5, 2000. Incorporated herein by reference.

4.3	Amended and Restated Bylaws of Spartan Stores, Inc. Previously filed as an exhibit to Spartan Stores' Quarterly Report on Form 10-Q for the period ended September 13, 2003. Here incorporated by reference.

5	Opinion of Warner Norcross & Judd llp.

23.1	Consent of Independent Public Accountants.

23.2	Consent of Warner Norcross & Judd llp (included in Exhibit 5 and incorporated herein by reference).

24	Powers of Attorney.

EX-4 3 sptnex41_120503.htm SPARTAN STORES EXHIBIT 4.1 TO FORM S-8 Spartan Stores Exhibit 4.1 to Form S-8 Registration Statement - 12/05/03

EXHIBIT 4.1

SPARTAN STORES, INC.
SUPPLEMENTAL SAVINGS PLAN FOR DIRECTORS
___________________________________

ARTICLE 1

ESTABLISHMENT AND PURPOSE

1.1 Establishment of Plan.

Spartan Stores, Inc. (the "Company") is establishing the Spartan Stores, Inc. Supplemental Savings Plan for Directors as of January 1, 2004.

1.2 Purpose.

The Company is adopting the Plan to provide the Directors who participate in the Plan with the opportunity to defer a portion of their Director Fees until a subsequent date.

1.3 Status of Plan Under ERISA.

Because the Plan does not cover employees, the Plan is not intended to be covered by any part of ERISA. The existence of any Trust Fund is not intended to change this characterization of the Plan.

ARTICLE 2

DEFINITIONS

The following terms shall have the meanings described in this Article unless the context clearly indicates another meaning. All references in the Plan to specific articles or sections shall refer to Articles or Sections of the Plan unless otherwise stated.

2.1 Account.

"Account" means the bookkeeping record of the Participant's benefits under the terms of the Plan.

2.2 Beneficiary.

"Beneficiary" means the beneficiary designated in writing by the Participant to receive benefits from the Plan in the event of his death. The Beneficiary shall be designated on a form provided by the Company, and the Participant may change the Beneficiary designation at any time by signing and filing a new form with the Company. However, if the Participant is married at the time of his death, the Beneficiary of any death benefits shall be the Participant's spouse, despite any designation to the contrary, unless the spouse has consented to a different or additional Beneficiary. The spouse's consent shall be in writing and shall be witnessed by a Plan representative or by a notary public.

If the Participant designates a trust as Beneficiary, the Company shall determine the rights of the trustee without responsibility for determining the validity, existence, or provisions of the trust. Further, the Company shall not have responsibility for the application of sums paid to the trustee or for the discharge of the trust.

The rules of this paragraph apply unless provided otherwise in the Participant's Beneficiary designation form. If the Participant designates one primary Beneficiary and the Beneficiary dies after the Participant but before benefit payments are completed, any remaining benefits shall be payable to the secondary Beneficiary. If the Participant fails to designate a secondary Beneficiary or if no secondary Beneficiary survives the primary Beneficiary, any remaining benefits shall be payable to the deceased primary Beneficiary's heirs in the manner described in the next paragraph. If the Participant designates more than one primary Beneficiary or more than one secondary Beneficiary and a Beneficiary dies before benefit payments are completed, the share payable to the deceased Beneficiary shall be paid to the deceased Beneficiary's heirs in the manner described in the next paragraph as if the Beneficiary was the Participant.

If the Participant fails to designate a Beneficiary or if no designated Beneficiary survives the Participant, distribution shall be made in equal shares to the members of the first of the classes listed below having a living member on the date the distribution is payable. The classes, in order of priority, are as follows:

(a) The Participant's Spouse;

(b) The Participant's children or their then-living issue, by right of representation; and

(c) The legal heirs of the Participant under the laws of the Participant's state of residence on the date of the Participant's death.

- -2-

The facts as shown by the records of the Plan Administrator at the time of death shall be conclusive as to the identity of the proper payee, and the records of Trustee shall be conclusive as to the amount properly payable. The distribution made in accordance with such state of facts shall constitute a complete discharge of all obligations under the provisions of the Plan.

2.3 Board of Directors.

"Board of Directors" means the Company's governing body.

2.4 Change In Control.

"Change in Control" shall have the same meaning as in the Spartan Stores, Inc. Supplemental Executive Savings Plan.

2.5 Code.

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

2.6 Company.

"Company" means Spartan Stores, Inc.

2.7 Director.

"Director" means a member of the Company's Board of Directors.

2.8 Distributable Event.

"Distributable Event" means an event described in Section 5.1.

2.9 Effective Date.

"Effective Date" means January 1, 2004, the date the Plan first became effective.

2.10 Elective Deferrals.

"Elective Deferrals" are the amounts by which a Participant agrees to reduce his Director Fees in order to have amounts credited to his Account.

- -3-

2.11 ERISA.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

2.12 Investment Results.

"Investment Results" means the earnings, gains and losses achieved by an investment fund elected by a Participant under Section 4.5. The Investment Results for a Participant shall be determined as if the portion of his Account which was deemed to be invested in the investment fund had actually been invested in the investment fund during the relevant time period.

2.13 Participant.

"Participant" means a Director of the Company who is or may become eligible to receive a benefit from the Plan.

2.14 Plan.

"Plan" means the Spartan Stores, Inc. Supplemental Savings Plan for Directors.

2.15 Plan Year.

"Plan Year" means the 12-consecutive-month period beginning on January 1 and ending on the following December 31.

2.16 Related Employer.

"Related Employer" means (a) any member of a controlled group of corporations in which the Company is a member, as defined in Section 414(b) of the Code; (b) any other trade or business under common control of or with the Company, as defined in Section 414(c) of the Code; (c) any member of an affiliated service group with the Company, as defined in Section 414(m) of the Code; and (d) any other entity required to be aggregated with the Company pursuant to regulations issued under Section 414(o) of the Code. An entity shall be a Related Employer with the Company only with regard to a time period in which the requirements of this Section are satisfied.

- -4-

2.17 Trust Agreement.

"Trust Agreement" means the Trust under the Spartan Stores, Inc. Supplemental Savings Plan for Directors. If a Trust Agreement is established, it shall conform with the model rabbi trust contained in IRS Revenue Procedure 92-64.

2.18 Trust Fund.

"Trust Fund" means the assets held under the Trust Agreement.

2.19 Trustee.

"Trustee" means the financial institution designated as trustee by the Company pursuant to Article 6.

ARTICLE 3

PARTICIPATION

3.1 Eligibility for Participation.

A Director shall become eligible to participate in the Plan upon his or her election as a Director.

As a condition for participation in the Plan, the Director must sign an application form provided by the Plan Administrator. In the application form, the Director shall acknowledge that he is an unsecured creditor of the Company and its Related Employers with regard to any benefits under the Plan and waive any right to a priority claim with regard to the benefits.

3.2 Termination of Active Participation.

A Participant who ceases to be a Director of the Company shall cease further active participation in the Plan.

- -5-

ARTICLE 4

AMOUNTS CREDITED TO ACCOUNTS

4.1 Participants' Accounts.

The Plan Administrator shall maintain an Account for each Participant to record the Participant's benefits under the terms of the Plan. Amounts shall be credited to a Participant's Account as provided in this Article. A Participant shall always be 100% vested in amounts credited to his Account.

The Account is for bookkeeping purposes only. The Company is not required to make contributions to the Trust Fund to fund the amount credited to a Participant's Account.

4.2 Amounts Credited Based Upon Elective Deferrals.

The Company shall credit a Participant's Account with the amount of a Participant's Elective Deferrals as follows:

(a) Time of Election. A Participant may make a written election to make Elective Deferrals from Director Fees to be earned and paid subsequent to the election. A Participant's election shall continue until changed by the Participant.

(b) Director Fees. "Director Fees" means the regular monthly retainer fees and any meeting fees paid to a Director.

(c) Maximum Amount of Elective Deferrals. A Participant may defer up to 100% of his Director Fees.

(d) Crediting of Elective Deferrals to Accounts. A Participant's Elective Deferrals shall be credited to his Account as soon as administratively feasible after the amounts otherwise would have been paid to the Participant.

- -6-

4.3 Amounts Credited Based Upon Investment Results.

A Participant may choose among different investment funds periodically made available by the Plan Administrator for purposes of determining the Investment Results credited to his Account. The Plan Administrator shall periodically establish administrative rules for a Participant to make his investment elections and rules regarding the crediting of Investment Results. Investment Results shall continue to be credited (or debited) to a Participant's Account until the entire amount credited to the Account is distributed to the Participant.

The Company shall be under no obligation to make investments that correspond to the Participants' investment elections, even though the Participants' elections are used to determine the Investment Results on the Participant's Account under the Plan.

ARTICLE 5

DISTRIBUTION OF BENEFITS

5.1 Distributable Events.

A Participant or his Beneficiary shall be eligible for benefits under the Plan if a Distributable Event occurs. A Distributable Event occurs if:

(a) The Participant dies.

(b) The Participant ceases to be a Director of the Company.

5.2 Amount of Benefit.

A Participant's benefits from the Plan shall be the amount credited to his Account as of the date or dates the Participant's benefit payments are made under Section 5.3.

- -7-

5.3 Form and Time of Payment.

The benefits described in Section 5.2 shall be paid in a single lump sum payment within 30 days after the end of the calendar quarter in which the Distributable Event occurs.

5.4 Tax Withholding.

Any applicable federal, state, or local income taxes shall be withheld from the payment of benefits.

5.5 Spendthrift Provision.

No benefit or interest under the Plan is subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of a Participant or his Beneficiary.

ARTICLE 6

FUNDING

6.1 Funding of Benefits.

If a Change In Control occurs, the Company shall establish a grantor trust of the type referred to as a "rabbi trust" and make a contribution to the rabbi trust in an amount sufficient to fully fund all Participants' Accounts under the Plan. The contributions shall be made no later than the date of the Change In Control. The benefits that become payable under the Plan to a Participant or his Beneficiary shall be paid from the assets of the Trust Fund to the extent they are not paid directly by the Company.

The Company may establish a rabbi trust prior to a Change In Control. If a Trust Fund is established prior to a Change In Control, the Company may, but is not required to, make contributions to the Trust Fund.

- -8-

6.2 Status as Grantor Trust.

The Trust Fund shall be a grantor trust under Sections 671 through 678 of the Code. The Trust Agreement shall provide that the assets of the Trust Fund are subject to the claims of the Company's general creditors if the Company becomes insolvent. If any assets of the Trust Fund are seized by general creditors of the Company, a Participant's right to receive benefits under the Plan shall not be changed.

6.3 Status of Participants as Unsecured Creditors.

The obligation of the Company to pay benefits under the Plan shall be unsecured. Each Participant is an unsecured creditor of the Company. Although the Company may make corporate investments to fund its potential liability under the Plan, the Plan constitutes a mere promise by the Company to make benefit payments in the future.

The establishment of an Account for a Participant and the Company's payment of contributions to the Trust Fund are not intended to create any security for payment of benefits under the Plan or change the status of the Plan as an unfunded plan for tax purposes.

ARTICLE 7

MISCELLANEOUS

7.1 Employment Rights.

The existence of the Plan shall not grant a Participant any legal right to continue as a Director.

7.2 Amendment.

The Company shall have the right to amend the Plan at any time. However, no amendment or termination shall reduce the amount credited to a Participant's Account.

- -9-

7.3 Termination.

The Board of Directors shall have the right to terminate the Plan at any time. If the Plan is terminated, no additional amounts shall be credited to a Participant's Account under Section 4.2, but the Participant shall be credited with Investment Results under Section 4.3 until the Participant's benefits are distributed to the Participant. The Participant shall be entitled to receive the amount credited to his Account upon satisfying the requirements for payment of benefits under the Plan, unless the Company elects to make payment at an earlier time.

7.4 Severability.

The unenforceability of any provision of the Plan shall not affect the enforceability of the remaining provisions of the Plan.

7.5 Construction.

Words used in the masculine shall apply to the feminine where applicable. Wherever the context of the Plan dictates, the plural shall be read as the singular and the singular as the plural.

7.6 Governing Law.

The provisions of the Plan shall be governed by the laws of the state of Michigan.

- -10-

EX-5 4 spsex5_120503.htm SPARTAN STORES EXHIBIT 5.1 TO FORM S-8 Spartan Stores, Inc. Exhibit 5 and 23.2 to Form S-8 12/05/03

EXHIBIT 5 AND EXHIBIT 23.2

Warner Norcross & Judd LLP
Attorneys at Law
900 Fifth Third Center
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487

Telephone (616) 752-2000
Fax (616) 752-2500

December 5, 2003

Spartan Stores, Inc.
870 76^th Street, S.W.
P.O. Box 8700
Grand Rapids, Michigan 49518

Ladies and Gentlemen:

As legal counsel for Spartan Stores, Inc., a Michigan corporation (the "Company"), we have examined and are familiar with the Company's Amended and Restated Articles of Incorporation, Amended and Restated Bylaws and other corporate records and documents and have made such further examination as we have deemed necessary or advisable in order to enable us to render this opinion. Based upon the foregoing, we are of the opinion that the deferred compensation obligations being registered on Form S-8 under the Securities Act of 1933, when issued pursuant to Spartan Stores, Inc. Supplemental Savings Plan for Directors, will be valid and binding obligations of the Company, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting enforcement of creditors' rights or by general equity principles.

We hereby consent to the filing of this opinion and consent to its use as an exhibit to the Registration Statement on Form S-8 covering the obligations to be issued pursuant to this Registration Statement.

Very truly yours,

WARNER NORCROSS & JUDD LLP

By /s/ Alex J. DeYonker

Alex J. DeYonker
A Partner

EX-23 5 spsex231_120503.htm SPARTAN STORES EXHIBIT 23.1 TO FORM S-8 Spartan Stores, Inc. Exhibit 23.1 to Form S-8 12/05/03

EXHIBIT 23.1

INDEPENDENT AUDITOR'S CONSENT

We consent to the incorporation by reference in this Registration Statement of Spartan Stores, Inc. on Form S-8 of our report dated May 6, 2003 (June 20, 2003 as to Notes 3 and 8) (which report on the consolidated financial statements expresses an unqualified opinion and includes an explanatory paragraph relating to a change in the method of accounting for goodwill and discontinued operations to conform to Statements of Financial Accounting Standards No. 142 and No. 144) appearing in the Annual Report on Form 10-K of Spartan Stores, Inc. for the year ended March 29, 2003.

/s/Deloitte & Touche LLP

Grand Rapids, Michigan
December 5, 2003

EX-24 6 spsex24_120503.htm SPARTAN STORES EXHIBIT 24 TO FORM S-8 Spartan Stores, Inc. Exhibit 24 to Form S-8 12/05/03

EXHIBIT 24

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 CRAIG C. STURKEN or ALEX J. DEYONKER, and any of them severally, with full power of substitution, his attorneys or attorney to execute in his name, in his or her capacity as a director or officer, or both, as the case may be, of Spartan Stores, Inc., one or more Registration Statements on Form S-8 of Spartan Stores, Inc. relating to deferred compensation obligations to be issued pursuant to the Spartan Stores, Inc. Supplemental Savings Plan for Directors, any and all amendments and supplements to such Registration Statements and post-effective amendments and supplements thereto, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.

November 24, 2003	/s/ M. Shân Atkins
	Signature


	M. Shân Atkins
	Print Name


	Director
	Title

POWER OF ATTORNEY

December 1, 2003	/s/ Dr. Frank M. Gambino
	Signature


	Dr. Frank M. Gambino
	Print Name


	Director
	Title

POWER OF ATTORNEY

November 29, 2003	/s/ Gregory P. Josefowicz
	Signature


	Gregory P. Josefowicz
	Print Name


	Director
	Title

POWER OF ATTORNEY

November 25, 2003	/s/ Elizabeth A. Nickels
	Signature


	Elizabeth A. Nickels
	Print Name


	Director
	Title

POWER OF ATTORNEY

November 25, 2003	/s/ Timothy J. O'Donovan
	Signature


	Timothy J. O'Donovan
	Print Name


	Director
	Title

POWER OF ATTORNEY

November 24, 2003	/s/ Kenneth T. Stevens
	Signature


	Kenneth T. Stevens
	Print Name


	Director
	Title

POWER OF ATTORNEY

December 1, 2003	/s/ James F. Wright
	Signature


	James F. Wright
	Print Name


	Director
	Title

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