10-Q

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

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 11, 2004.

OR

o	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, S.W. P.O. Box 8700 Grand Rapids, Michigan (Address of Principal Executive Offices)	49518 (Zip Code)
(616) 878-2000 (Registrant's Telephone Number, Including Area Code)

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 whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act).

Yes      No   X  

As of October 8, 2004 the registrant had 20,501,966 outstanding shares of common stock, no par value.

FORWARD-LOOKING STATEMENTS

          The matters discussed in this Quarterly Report on Form 10-Q include "forward-looking statements" about the plans, strategies, objectives, goals or expectations of Spartan Stores, Inc. (together with its subsidiaries, "Spartan Stores"). These forward-looking statements are identifiable by words or phrases indicating that Spartan Stores or management "expects," "anticipates," "projects," "plans," "believes," "estimates," "intends," is "optimistic" or "confident" that a particular occurrence "will," "may," "could," "should" or "will likely" result or that a particular event "will," "may," "could," "should" or "will likely" occur in the future, that the "outlook" or "trend" is toward a particular result or occurrence, or similarly stated expectations. Accounting estimates, such as those described under the heading "Critical Accounting Policies" in Item 2 of this Form 10-Q, are inherently forward-looking. You should not place undue reliance on these forward-looking statements , which speak only as of the date of this Quarterly Report.

          In addition to other risks and uncertainties described in connection with the forward-looking statements contained in this Quarterly Report on Form 10-Q, Spartan Stores' Annual Report on Form 10-K for the year ended March 27, 2004 and other periodic reports filed with the Securities and Exchange Commission, there are many important factors that could cause actual results to differ materially. Our ability to strengthen our retail-store performance; sustain sales growth; increase gross margin; reduce operating costs; sell on favorable terms assets classified as held for sale; continue to meet the terms of our debt covenants; and implement the other programs, plans, strategies, objectives, goals or expectations described in this Quarterly Report will be affected by changes in economic conditions generally or in the markets and geographic areas that we serve, adverse effects of the changing food and distribution industries and other factors including, but not limited to, tho se discussed below.

          Anticipated future sales are subject to competitive pressures from many sources. Our Grocery Distribution and Retail businesses compete with many warehouse discount stores, supermarkets, pharmacies and product manufacturers. Future sales will be dependent on the number of retail stores that we own and operate, our ability to retain and add to the retail stores to whom we distribute, competitive pressures in the retail industry generally and our geographic markets specifically and our ability to implement effective new marketing and merchandising programs. Competitive pressures in these and other business segments may result in unexpected reductions in sales volumes, product prices or service fees.

          Our operating and administrative expenses may be adversely affected by unexpected costs associated with, among other factors: difficulties in the operation of our business segments; future business acquisitions; adverse effects on business relationships with independent retail grocery store customers; difficulties in the retention or hiring of employees; labor shortages, stoppages or disputes; business and asset divestitures; increased transportation or fuel costs; current or future lawsuits and administrative proceedings; and losses of, or financial difficulties of, customers or suppliers. Our operating and administrative expenses could also be adversely affected by changes in our sales mix. Our ongoing cost reduction initiatives and changes in our marketing and merchandising programs may not be as successful as we anticipate. Acts of terrorism or war have in the past and may in the future result in considerable economic and political uncertainties that could have adver se effects on consumer buying behavior, fuel costs, shipping and transportation, product imports and other factors affecting our company and the grocery industry generally.

          Our future interest expense and income also may differ from current expectations, depending upon, among other factors: the amount of additional borrowings; changes in our borrowing agreements; changes in the interest rate environment; and changes in the amount of fees received or paid. The availability of our secured loan agreement depends on compliance with the terms of the loan agreement.

- -2-

          In fiscal 2004, we completed the sales of substantially all of the assets of United Wholesale Grocery Company, L&L/Jiroch Distributing Company, J.F. Walker Company, Inc. and most Food Town stores and have closed all Food Town stores that were not sold. We believe that these actions will allow us to better focus our efforts and capital on key strategic markets where we have the strongest growth and value creation opportunities. However, we cannot assure you that these transactions will be beneficial to our company. Our asset impairment and exit cost provisions for these transactions are estimates and actual costs may be more or less than these estimates. The agreements relating to some of these transactions require us to indemnify these asset buyers for breaches of our representations and warranties contained in the agreements and certain other matters.

          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 our expected consolidated financial position, results of operations or liquidity. We undertake no obligation to update or revise our forward-looking statements to reflect developments that occur or information obtained after the date of this Quarterly Report.

- -3-

PART I
FINANCIAL INFORMATION

ITEM 1. Financial Statements

SPARTAN STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

Assets	September 11, 2004			March 27, 2004
Current assets
Cash and cash equivalents	$	13,450		$	12,838
Accounts receivable, net		41,956			39,732
Inventories		92,265			97,771
Prepaid expenses and other current assets		8,948			9,578
Deferred taxes on income		4,893			6,353
Property and equipment held for sale		3,972			4,051
Total current assets		165,484			170,323
Other assets
Goodwill, net		72,105			72,105
Deferred taxes on income		21,999			25,147
Other, net		14,657			16,438
Total other assets		108,761			113,690
Property and equipment, net		105,156			108,437
Total assets	$	379,401		$	392,450
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable	$	81,591		$	75,206
Accrued payroll and benefits		21,892			24,374
Insurance reserves		6,508			7,009
Other accrued expenses		18,294			20,291
Current maturities of long-term debt		5,227			4,177
Total current liabilities		133,512			131,057
Other long-term liabilities		17,779			20,084
Postretirement benefits		12,071			11,026
Long-term debt		101,230			124,616
Shareholders' equity
Common stock, voting, no par value; 50,000 shares        authorized; 20,477 and 20,092 shares outstanding		117,944			116,666
Preferred stock, no par value, 10,000        shares authorized; no shares outstanding		- -			- -
Deferred stock-based compensation		(819	)		(179	)
Accumulated other comprehensive loss		(182	)		(182	)
Accumulated deficit		(2,134	)		(10,638	)
Total shareholders' equity		114,809			105,667
Total liabilities and shareholders' equity	$	379,401		$	392,450

See accompanying notes to consolidated financial statements.

- -4-

SPARTAN STORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)

	12 Weeks Ended						24 Weeks Ended
	September 11, 2004			September 13, 2003			September 11, 2004			September 13, 2003
Net sales	$	486,701		$	491,371		$	961,026		$	953,940
Cost of sales		391,610			398,504			780,035			776,310
Gross margin		95,091			92,867			180,991			177,630
Selling, general and administrative expenses		81,845			85,595			162,868			171,250
Operating earnings		13,246			7,272			18,123			6,380
Other income and expenses
Interest expense		2,277			3,138			4,569			7,108
Other, net		58			(85	)		29			(175	)
Total other income and expenses		2,335			3,053			4,598			6,933
Earnings (loss) before income taxes and    discontinued operations		10,911			4,219			13,525			(553	)
Income taxes		3,817			1,489			4,732			(193	)
Earnings (loss) from continuing operations		7,094			2,730			8,793			(360	)
Loss from discontinued operations, net of taxes		(143	)		(958	)		(289	)		(3,985	)
Net earnings (loss)	$	6,951		$	1,772		$	8,504		$	(4,345	)
Basic earnings (loss) per share:
Earnings (loss) from continuing operations	$	0.35		$	0.14		$	0.43		$	(0.02	)
Loss from discontinued operations		(0.01	)		(0.05	)		(0.01	)		(0.20	)
Net earnings (loss)	$	0.34		$	0.09		$	0.42		$	(0.22	)
Diluted earnings (loss) per share:
Earnings (loss) from continuing operations	$	0.35		$	0.14		$	0.42		$	(0.02	)
Loss from discontinued operations		(0.01	)		(0.05	)		(0.01	)		(0.20	)
Net earnings (loss)	$	0.34		$	0.09		$	0.41		$	(0.22	)
Weighted average shares outstanding:
Basic		20,468			19,947			20,361			19,962
Diluted		20,694			20,077			20,572			19,962

See accompanying notes to consolidated financial statements.

- -5-

SPARTAN STORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands)
(Unaudited)

	Shares Outstanding		Common Stock			Deferred Stock-Based Compensation			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total
Balance - March 30, 2003	19,999		$	116,388		$	-		$	(2,816	)	$	(3,940	)	$	109,632
Comprehensive loss, net of tax:
Net loss for fiscal 2004	-			-			-			-			(6,698	)		(6,698	)
Unrealized gain on interest rate
swap agreements	-			-			-			372			-			372
Minimum pension liability adjustment	-			-			-			2,383			-			2,383
Unrealized loss on securities	-			-			-			(121	)		-			(121	)
Total comprehensive loss	-			-			-			-			-			(4,064	)
Purchases of common stock	(56	)		(164	)		-			-			-			(164	)
Issuances of restricted stock	149			442			(442	)		-			-			-
Amortization of restricted stock	-			-			263			-			-			263
Balance - March 27, 2004	20,092			116,666			(179	)		(182	)		(10,638	)		105,667
Comprehensive loss, net of tax:
Net earnings for fiscal 2005	-			-			-			-			8,504			8,504
Issuances of common stock	166			562			-			-			-			562
Issuances of restricted stock	243			792			(792	)		-			-			-
Cancellations of restricted stock	(24	)		(76	)		76									-
Amortization of restricted stock	-			-			76			-			-			76
Balance - September 11, 2004	20,477		$	117,944		$	(819	)	$	(182	)	$	(2,134	)	$	114,809

See accompanying notes to consolidated financial statements.

- -6-

SPARTAN STORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

	24 Weeks Ended
	September 11, 2004			September 13, 2003
Cash flows from operating activities
Net earnings (loss)	$	8,504		$	(4,345	)
Loss from discontinued operations		289			3,985
Earnings (loss) from continuing operations		8,793			(360	)
Adjustments to reconcile net earnings (loss) to net cash
provided by operating activities:
Depreciation and amortization		10,846			13,408
Postretirement benefits		1,045			(867	)
Deferred taxes on income		4,559			(960	)
Other		154			221
Changes in operating assets and liabilities:
Accounts receivable		(3,130	)		(1,161	)
Inventories		5,085			5,440
Prepaid expenses and other assets		2,601			2,661
Refundable income taxes		-			9,349
Accounts payable		6,656			(12,020	)
Accrued payroll and benefits		(1,575	)		(1,367	)
Insurance reserves		(1,076	)		1,118
Other accrued expenses and other liabilities		(1,180	)		(8,285	)
Net cash provided by operating activities		32,778			7,177
Cash flows from investing activities
Purchases of property and equipment		(8,210	)		(4,173	)
Net proceeds from the sale of assets		89			52
Other		288			360
Net cash used in investing activities		(7,833	)		(3,761	)
Cash flows from financing activities
Net (payments) proceeds from revolver		(20,733	)		19,700
Repayment of long-term debt		(1,607	)		(25,974	)
Financing fees paid		-			(2,535	)
Proceeds from sale of common stock		562			-
Net cash used in financing activities		(21,778	)		(8,809	)
Discontinued operations:
Net cash used in discontinued operations		(2,555	)		(1,455	)
Net increase (decrease) in cash and cash equivalents		612			(6,848	)
Cash and cash equivalents at beginning of period		12,838			23,306
Cash and cash equivalents at end of period	$	13,450		$	16,458

See accompanying notes to consolidated financial statements.

- -7-

SPARTAN STORES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1
Basis of Presentation and Significant Accounting Policies

The Consolidated Financial Statements include the accounts of Spartan Stores, Inc. and its subsidiaries ("Spartan Stores"). All significant intercompany accounts and transactions have been eliminated.

In the opinion of management, the accompanying consolidated financial statements, taken as a whole, contain all adjustments, which are of a normal recurring nature, necessary to present fairly the financial position of Spartan Stores as of September 11, 2004 and the results of its operations and cash flows for the interim periods presented. Interim results are not necessarily indicative of results for a full year.

Stock-Based Compensation
Spartan Stores has a stock incentive plan, which is more fully described in Note 10 of the 2004 Annual Report on Form 10-K. Spartan Stores accounts for the plan under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related Interpretations. No stock-based compensation cost is reflected in the Statements of Operations, as all options granted under the plan had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net earnings (loss) and earnings (loss) per share as if Spartan Stores had applied the fair value recognition principles of Statement of Financial Accounting Standards Statement No. 123, "Accounting for Stock-Based Compensation," to stock-based employee compensation:

(In thousands, except per share data)

	12 Weeks Ended
	September 11, 2004			September 13, 2003
Net earnings, as reported	$	6,951		$	1,772
Deduct: Total stock-based employee compensation expense    determined under fair value based method for all awards, net of    related tax effects		(71	)		(145	)
Pro forma net earnings	$	6,880		$	1,627
Basic and diluted earnings per share - as reported	$	0.34		$	0.09
Basic earnings per share - pro forma		0.34			0.08
Diluted earnings per share - pro forma	$	0.33		$	0.08

-8-

	24 Weeks Ended
	September 11, 2004			September 13, 2003
Net earnings (loss), as reported	$	8,504		$	(4,345	)
Deduct: Total stock-based employee compensation expense    determined under fair value based method for all awards, net of    related tax effects		(163	)		(298	)
Pro forma net earnings (loss)	$	8,341		$	(4,643	)
Basic earnings (loss) per share - as reported	$	0.42		$	(0.22	)
Diluted earnings (loss) per share - as reported		0.41			(0.22	)
Basic and diluted earnings (loss) per share - pro forma	$	0.41		$	(0.23	)

Reclassifications
Certain reclassifications have been made to the fiscal 2004 consolidated financial statements to conform to the fiscal 2005 presentation.

Note 2
New Accounting Standards

In May 2004, the Financial Accounting Standards Board ("FASB") issued FASB Staff Position ("FSP") FAS 106-2, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003." FSP FAS 106-2 provides guidance on the accounting, disclosure, effective date and transition rules related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003. FSP FAS 106-2 was adopted in the second quarter of fiscal 2005 and did not have a significant impact on the financial statements.

Note 3
Discontinued Operations

Spartan Stores' former convenience distribution operations, insurance operations and certain of its retail, grocery distribution and real estate operations have been recorded as discontinued operations. Results of the discontinued operations are excluded from the accompanying notes to the consolidated financial statements for all periods presented, unless otherwise noted.

Discontinued operations had no sales during the second quarter and year-to-date period ended September 11, 2004 and generated sales of $47.6 million and $263.4 million during the second quarter and year-to-date period ended September 13, 2003, respectively. The operating losses in discontinued operations for the second quarter and year-to-date period ended September 11, 2004 of $0.2 million and $0.4 million were partially offset by income tax benefits of $0.1 million and $0.2 million. The net losses from discontinued operations contributed a loss of $0.01 per share for the second quarter and year-to-date period ended September 11, 2004.

The $1.0 million net loss from discontinued operations for the second quarter ended September 11, 2003 consisted of a loss from operations of $0.6 million, provision for asset impairments and exit costs of $3.0 million, gain on disposal of assets of $1.6 million and an income tax benefit of $1.0 million. The net loss from discontinued operations contributed a loss of $0.05 per share. The $4.0 million net loss from discontinued operations for the year-to-date period ended September 13, 2003 consisted of a loss from operations of $1.3 million, provision for asset impairments and exit costs of $6.6 million, gain on disposal of assets of $1.8 million and an income tax benefit of $2.1 million. The net loss from discontinued operations contributed a loss of $0.20 per share.

- -9-

Total assets of discontinued operations decreased from $8.3 million at March 27, 2004 to $7.1 million at September 11, 2004. Total liabilities of discontinued operations decreased from $16.9 million at March 27, 2004 to $14.8 million at September 11, 2004.

In accordance with Emerging Issues Task Force Issue No. 87-24, "Allocation of Interest to Discontinued Operations," interest was allocated to discontinued operations based on the debt that was required to be repaid as a result of the asset dispositions. Interest expense of $0.3 million and $1.6 million was allocated to, and is included in, loss on discontinued operations in the Consolidated Statements of Operations for the second quarter and year-to-date period ended September 13, 2003. Interest expense is no longer allocated to discontinued operations as all debt has been repaid as a result of the disposal of these operations.

Note 4
Asset Impairments and Exit Costs

Discontinued operations recognized pre-tax charges of $3.0 million and $6.6 million during the second quarter and year-to-date period ended September 13, 2003 for asset impairments and exit costs related to transaction costs and severance.

The following table provides the activity of exit costs for fiscal year 2004 and the twenty-four weeks ended September 11, 2004. Exit costs recorded in the Consolidated Balance Sheets are included in Other accrued expenses in current liabilities and Other long-term liabilities based on when the obligations are expected to be paid.

(In thousands)

	Lease and Ancillary Costs			Severance
Balance at March 30, 2003	$	18,973		$	3,866
Provision for lease and related ancillary costs, net of estimated    sublease recoveries		2,578	(a)		- -
Assumption of leases		3,347
Provision for severance		-			3,299	(b)
Payments, net of interest accretion		(6,560	)		(6,542	)
Balance at March 27, 2004	$	18,338		$	623
Payments, net of interest accretion		(2,405	)		(307	)
Balance at September 11, 2004	$	15,933		$	316

(a) Includes $2.0 million of charges recorded in discontinued Retail operations and $0.6 million recorded in discontinued Grocery Distribution operations.
(b) Includes $3.1 million of charges recorded in discontinued Retail operations and $0.2 million recorded in discontinued Convenience Distribution operations.

- -10-

Note 5
Associate Retirement Plans

The following table provides the components of net periodic pension and postretirement benefit costs for the second quarter and year-to-date periods ended September 11, 2004 and September 13, 2003:

(In thousands)

12 Weeks Ended		Pension Benefits						SERP Benefits				Postretirement Benefits
		Sept. 11, 2004			Sept. 13, 2003			Sept. 11, 2004		Sept. 13, 2003		Sept. 11, 2004			Sept. 13, 2003
Service cost	$	1,047		$	-		$	5	$	-	$	57		$	58
Interest cost		651			854			9		11		97			100
Expected return on plan assets		(859	)		(965	)		-		-		-			-
Net amortization and deferral		(137	)		(89	)		3		5		(7	)		(4	)
Settlement expense		-			-			-		-		-			-
Net periodic benefit cost	$	702		$	(200	)	$	17	$	16	$	147		$	154

(In thousands)

24 Weeks Ended		Pension Benefits						SERP Benefits				Postretirement Benefits
		Sept. 11, 2004			Sept. 13, 2003			Sept. 11, 2004		Sept. 13, 2003		Sept. 11, 2004			Sept. 13, 2003
Service cost	$	1,844		$	-		$	10	$	-	$	114		$	116
Interest cost		1,302			1,708			17		22		194			200
Expected return on plan assets		(1,718	)		(1,930	)		-		-		-			-
Net amortization and deferral		(274	)		(178	)		6		10		(14	)		(8	)
Settlement expense		-			-			-		1,444		-			-
Net periodic benefit cost	$	1,154		$	(400	)	$	33	$	1,476	$	294		$	308

Spartan Stores expects to contribute $1.0 million to its defined benefit plans in fiscal 2005 to meet the minimum funding requirements. No amounts have been contributed as of September 11, 2004.

- -11-

Note 6
Operating Segment Information

The following tables set forth information about Spartan Stores by operating segment:

(In thousands)

	Retail		Grocery Distribution		Total
12 Weeks Ended September 11, 2004
Net sales	$	232,189	$	254,512	$	486,701
Depreciation and amortization		2,779		1,938		4,717
Operating earnings		6,802		6,444		13,246
Capital expenditures		2,542		1,151		3,693
12 Weeks Ended September 13, 2003
Net sales	$	230,502	$	260,869	$	491,371
Depreciation and amortization		4,035		2,079		6,114
Operating earnings		4,247		3,025		7,272
Capital expenditures		1,813		577		2,390
24 Weeks Ended September 11, 2004
Net sales	$	445,700	$	515,326	$	961,026
Depreciation and amortization		6,057		3,876		9,933
Operating earnings		6,940		11,183		18,123
Capital expenditures		4,926		3,284		8,210
24 Weeks Ended September 13, 2003
Net sales	$	442,775	$	511,165	$	953,940
Depreciation and amortization		7,954		4,241		12,195
Operating earnings		1,260		5,120		6,380
Capital expenditures		2,592		1,581		4,173

	September 11, 2004		March 27, 2004
Total assets
Grocery Distribution	$	189,591	$	202,984
Retail		182,746		181,125
Discontinued operations		7,064		8,341
Total	$	379,401	$	392,450

- -12-

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Executive Overview

          Spartan Stores is a leading regional grocery distributor and grocery retailer, operating principally in Michigan and Ohio.

          We currently operate two reportable business segments: Grocery Distribution and Retail. Our Grocery Distribution segment provides a full line of grocery, general merchandise, frozen and perishable items to more than 300 independently owned grocery stores and our 75 corporate owned stores. Our Retail segment operates 54 retail supermarkets in Michigan under the banners Family Fare Supermarkets and Glen's Markets and 21 deep-discount food and drug stores in Ohio and Michigan under the banner The Pharm. Our retail supermarkets have a "neighborhood market" focus to distinguish them from supercenters and limited assortment stores. Our deep-discount food and drug stores offer a unique combination of full-service pharmacy, general merchandise products and basic food offerings.

          Our Grocery Distribution and Retail segments' sales and operating performance vary with seasonality. Our first and fourth quarters are typically our slowest sales quarters and therefore operating results are generally lower during these two quarters. Additionally, these two quarters can be affected based on the timing of the Easter holiday, which is a strong sales week. All quarters are 12 weeks, except for our third quarter, which is 16 weeks and includes the Thanksgiving and Christmas holidays. Most of our northern Michigan stores are dependent on tourism and, therefore, most affected by seasons and weather patterns, including, but not limited to, the amount and timing of snowfall during the winter months and the range of temperature during the summer months.

Results of Operations

          The following table sets forth items from our Consolidated Statements of Operations as a percentage of net sales and the year-to-year percentage change in dollar amounts:

(Unaudited)

	Percentage of Net Sales								Percentage Change
	12 Weeks Ended				24 Weeks Ended				12 Weeks Ended		24 Weeks Ended
	Sept. 11, 2004		Sept. 13, 2003		Sept. 11, 2004		Sept. 13, 2003		Sept. 11, 2004		Sept. 11, 2004
Net sales	100.0		100.0		100.0		100.0		(1.0	)	0.7
Gross margin	19.5		18.9		18.8		18.6		2.4		1.9
Selling, general and administrative	16.8		17.4		16.9		18.0		(4.4	)	(4.9	)
Operating earnings	2.7		1.5		1.9		0.6		82.2		184.1
Other income and expenses	0.5		0.6		0.5		0.7		(23.5	)	(33.7	)
Earnings (loss) before income taxes    and discontinued operations	2.2		0.9		1.4		(0.1	)	*		*
Income taxes	0.8		0.3		0.5		(0.0	)	*		*
Earnings (loss) from continuing    operations	1.4		0.6		0.9		(0.1	)	*		*
Loss from discontinued operations	(0.0	)	(0.2	)	(0.0	)	(0.4	)	(85.1	)	(92.7	)
Net earnings (loss)	1.4		0.4		0.9		(0.5	)	*		*

* Percentage change is not meaningful

- -13-

          Net Sales - Net sales for the quarter ended September 11, 2004 ("second quarter") decreased $4.7 million, or 1.0 percent, from $491.4 million in the quarter ended September 13, 2003 ("prior year second quarter") to $486.7 million. Net sales for the year-to-date period ended September 11, 2004 ("current year-to-date") increased $7.1 million, or 0.7 percent, from $953.9 million in the prior year-to-date period ended September 13, 2003 ("prior year-to-date") to $961.0 million.

          Net sales for the second quarter in our Grocery Distribution segment decreased $6.4 million, or 2.4 percent, from $260.9 million in the prior year second quarter to $254.5 million. Net sales for the current year-to-date period increased $4.2 million, or 0.8 percent, from $511.1 million in the prior year-to-date period to $515.3 million. The sales decrease in the second quarter was primarily due to a shift of our fall private label promotion to the third quarter, which is estimated to have impacted sales by approximately $4.0 to $5.0 million, the loss of two distribution customers of approximately $4.0 million and the cycling of incremental sales to customers in the prior year second quarter due to the power outage that affected the Detroit area. The sales increase for the year-to-date period was due primarily to sales to new customers, partially offset by the factors mentioned above.

          Net sales for the second quarter in our Retail segment increased $1.7 million, or 0.7 percent, from $230.5 million in the prior year second quarter to $232.2 million. Net sales for the year-to-date period increased $2.9 million, or 0.7 percent, from $442.8 million in the prior year-to-date period to $445.7 million. Comparable store sales increased 1.4 percent in the second quarter, representing the sixth consecutive quarter of comparable store sales growth, and 1.2 percent year-to-date. Comparable store sales increases include 0.7 percent and 0.6 percent during the second quarter and year-to-date periods, respectively, due to the recording of bottle deposits as a liability when sold and an asset when returned, rather than a net reduction in sales as was done in previous fiscal years, as supermarkets typically receive more returns of bottles than originally sold. This change has no impact on reported gross margin dollars. We believe this revised reporting method better reflects the true sales performance of our stores. The remaining sales increases were due primarily to store refurbishing, product merchandising and reset initiatives and continued improvements in store level execution at our supermarkets. Also contributing to the sales increase was higher customer traffic in certain supermarkets due to the closure of competing stores in northern Michigan. These increases were partially offset by sales decreases at our deep-discount food and drug stores due to lower prescription sales resulting from a United Auto Workers mandate that requires members to switch to mail order prescription refills for maintenance medication, which also resulted in lower than expected prescription sales at our supermarket pharmacies, and due to the cycling of promotional activity that accompanied the closure of select Food Town stores.

          During the fourth quarter of fiscal 2004, two supercenters opened in markets where we operate corporate owned stores. Two additional supercenters opened in the second quarter of fiscal 2005 that affected certain supermarkets and deep-discount food and drug stores, and we are anticipating another opening in the third quarter. We expect our comparable store sales growth to moderate further as we compare results against the strong sales growth reported in the previous year, we cycle competitive store closings and as new supercenters open in our markets. We are improving our offering to our customers by continuing to implement more effective category management practices, adding more convenient services such as fuel centers and in-store pharmacies and improving physical facilities with our remodel and new store programs. We expect to open two fuel centers and three in-store pharmacies during the third quarter.

          Gross Margin - Gross margin represents sales less cost of sales, which include purchase costs and promotional allowances. Vendor allowances that relate to our buying and merchandising activities consist primarily of promotional allowances, which are generally allowances on purchased quantities and, to a lesser extent, slotting allowances, which are billed to vendors for our merchandising costs, such as setting up warehouse infrastructure. Vendor allowances are recognized as a reduction in cost of sales when the product is sold. Lump sum payments received for multi-year contracts are amortized over the life of the contracts based on contractual terms.

          Gross margin for the second quarter increased $2.2 million, or 2.4 percent, from $92.9 million in the prior year second quarter to $95.1 million. As a percent of net sales, gross margin for the second quarter increased to 19.5 percent from 18.9 percent. Gross margin for the year-to-date period increased $3.4 million, or 1.9 percent, from $177.6 million in the prior year-to-date period to $181.0 million. As a percent of net sales, gross margin for the year-to-date period increased to 18.8 percent from 18.6 percent. The gross margin rate improvement was primarily due to the timing of new product initiatives at the Grocery Distribution segment.

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          Selling, General and Administrative Expenses - Selling, general and administrative ("SG&A") expenses consist primarily of salaries and wages, employee benefits, warehousing costs, store occupancy costs, utilities, equipment rental, depreciation and other administrative costs.

          SG&A expenses for the second quarter decreased $3.8 million, or 4.4 percent, from $85.6 million in the prior year second quarter to $81.8 million. As a percent of net sales, SG&A expenses for the second quarter improved to 16.8 percent from 17.4 percent. SG&A expenses for the year-to-date period decreased $8.4 million, or 4.9 percent, from $171.3 million in the prior year-to-date period to $162.9 million. As a percent of net sales, SG&A expenses year-to-date improved to 16.9 percent from 18.0 percent. The decreases in SG&A are primarily due to the following:

• Reduced depreciation and amortization of $1.4 million and $2.3 million for the second quarter and year-to-date period, respectively, primarily at the Retail segment

• Reduced labor costs of $1.3 million and $2.1 million for the second quarter and year-to-date period, respectively, at the Retail segment driven primarily by operating efficiencies

• Receipt of termination and penalty payments from a former Grocery Distribution customer of $1.0 million and $1.3 million in the second quarter and year-to-date periods, respectively

• Salaries and benefits savings associated with corporate staff reductions during fiscal 2004, partially offset by increased benefit costs in the current year

• Reduced professional services due to cycling of our refinancing efforts in the second quarter

• A non-recurring $1.4 million charge related to the retirement distribution to the former Chief Executive Officer in the prior year first quarter

• Severance costs of $0.6 million associated with corporate staff reductions in the prior year first quarter

          Interest Expense - Interest expense for the second quarter decreased $0.9 million, or 27.4 percent, from $3.1 million in the prior year second quarter to $2.3 million. Interest expense for the year-to-date period decreased $2.5 million, or 35.7 percent, from $7.1 million in the prior year second quarter to $4.6 million. The decrease in interest expense is primarily due to bank waiver fees incurred in the prior year second quarter of $0.2 million and $1.9 million in the prior year-to-date period and lower total average borrowings. Total average borrowings decreased $63.3 million from $180.9 million in the prior year to $117.6 million as a result of debt repayments resulting primarily from the sale of our discontinued operations and cash generated from operations.

          In accordance with Emerging Issues Task Force Issue No. 87-24, "Allocation of Interest to Discontinued Operations," interest was allocated to discontinued operations based on the debt that was required to be repaid as a result of the assets dispositions. Interest expense of $0.3 million and $1.6 million was allocated to, and is included in, loss on discontinued operations in the Consolidated Statements of Operations for the prior year second quarter and year-to-date period. Interest expense is no longer allocated to discontinued operations as all debt has been repaid as a result of the disposal of these operations.

Discontinued Operations

          Our former convenience distribution operations, insurance operations and certain of our retail, grocery distribution and real estate operations have been recorded as discontinued operations. Results of the discontinued operations are excluded from the accompanying notes to the consolidated financial statements for all periods presented, unless otherwise noted.

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          Discontinued operations had no sales during the second quarter and year-to-date period ended September 11, 2004 and generated sales of $47.6 million and $263.4 million during the second quarter and year-to-date period ended September 13, 2003, respectively. The operating losses in discontinued operations for the second quarter and year-to-date period ended September 11, 2004 of $0.2 million and $0.4 million were partially offset by income tax benefits of $0.1 million and $0.2 million. The net losses from discontinued operations contributed a loss of $0.01 per share for the second quarter and year-to-date period ended September 11, 2004.

          The $1.0 million loss from discontinued operations for the second quarter ended September 11, 2003 consisted of a loss from operations of $0.6 million, provision for asset impairments and exit costs of $3.0 million, gain on disposal of assets of $1.6 million and an income tax benefit of $1.0 million. The net loss from discontinued operations contributed a loss of $0.05 per share. The $4.0 million loss from discontinued operations for the year-to-date period ended September 13, 2003 consisted of a loss from operations of $1.3 million, provision for asset impairments and exit costs of $6.6 million, gain on disposal of assets of $1.8 million and an income tax benefit of $2.1 million. The net loss from discontinued operations contributed a loss of $0.20 per share.

          Total assets of discontinued operations decreased from $8.3 million at March 27, 2004 to $7.1 million at September 11, 2004. Total liabilities of discontinued operations decreased from $16.9 million at March 27, 2004 to $14.8 million at September 11, 2004.

Liquidity and Capital Resources

          The following table summarizes our consolidated statements of cash flows for the year-to-date and prior year-to-date periods:

(In thousands)

	September 11, 2004			September 13, 2003
Net cash provided by operating activities	$	32,778		$	7,177
Net cash used in investing activities		(7,833	)		(3,761	)
Net cash used in financing activities		(21,778	)		(8,809	)
Net cash used in discontinued operations		(2,555	)		(1,455	)
Net increase (decrease) in cash and cash equivalents		612			(6,848	)
Cash and cash equivalents at beginning of year		12,838			23,306
Cash and cash equivalents at end of period	$	13,450		$	16,458

          Net cash provided by operating activities increased during the year-to-date period primarily due to the net improvement in our investment in working capital, resulting from better inventory management practices and an improvement in net earnings. This effect was partially offset by the receipt of a tax refund associated with net operating loss carrybacks of $9.3 million in the prior year-to-date period and changes in other operating assets and liabilities.

          Net cash used in investing activities increased during the current fiscal year primarily due to increased capital expenditure activity. Capital expenditure dollars were split 60 percent in our Retail segment and 40 percent in our Grocery Distribution segment and were used primarily for store refurbishments, new equipment and information technology enhancements. We have completed store remodels and/or merchandise resets at eight stores during the current year. We expect to complete similar remodels on 2 to 5 additional stores by the end of the year. Although we are not currently governed by the following restrictions, under the terms of our senior secured revolving credit facility and our supplemental secured credit facility ("credit facilities"), should our available borrowings fall below certain levels, our capital expenditures would be restricted each fiscal year. We expect capital expenditures to be approximately $20.0 million to $25.0 million for fiscal 2005, which w ould be within these restrictions.

- -16-

          Net cash used in financing activities includes cash paid and received from our long-term borrowings and in the prior fiscal year, the payment of financing fees associated with our credit facilities. Our current maturities of long-term debt at September 11, 2004 are $5.2 million. Our ability to borrow additional funds is governed by the terms of our credit facilities.

          Net cash used in discontinued operations contains the net cash flows of our discontinued operations and consists primarily of net proceeds received on the sale of assets, net of identifiable debt repayments, the payment of store exit cost reserves, partial year operating results, and the payment of severance and related benefit accruals of employees that previously worked for discontinued operations. We expect the cash usage of our discontinued operations will be approximately $6.5 million in fiscal 2005 for the payment of store exit costs and other liabilities.

          Our principal sources of liquidity are cash flows generated from operations and our $185.0 million credit facilities. The credit facilities terminate December 2007, and are secured by substantially all of our assets. We had available borrowings of $46.6 million at September 11, 2004 and maximum availability of $56.6 million, which exceeds the minimum excess availability levels, as defined in the credit agreements. We believe that cash generated from operating activities and available borrowings under the credit facilities are sufficient to support current operations.

          Our current ratio was 1.24:1.00 at September 11, 2004 versus 1.30:1.00 at March 27, 2004 and our investment in working capital decreased to $32.0 million at September 11, 2004 from $39.3 million at March 27, 2004. The improvement in our overall working capital requirements is primarily the result of improved inventory management and the shift in timing of our fall private label promotion.

          Our long-term debt to total capital ratio at September 11, 2004 was 0.48:1.00 versus 0.55:1.00 at March 27, 2004. This improvement was primarily due to reducing long-term debt by $23.4 million and the net earnings of $8.5 million.

          For information on contractual obligations, see our 2004 Annual Report on Form 10-K. At September 11, 2004, there have been no material changes to our significant contractual obligations outside the ordinary course of business.

New Accounting Standards

          In May 2004, the Financial Accounting Standards Board ("FASB") issued FASB Staff Position ("FSP") FAS 106-2, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003." FSP FAS 106-2 provides guidance on the accounting, disclosure, effective date and transition rules related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003. FAS FSP 106-2 was adopted in the second quarter of fiscal 2005 and had no significant impact on our financial statements.

Critical Accounting Policies

          This discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts. On an ongoing basis, we evaluate our estimates, including those related to bad debts, inventories, intangible assets, assets held for sale, long-lived assets, income taxes, self-insurance reserves, exit costs, retirement benefits and contingencies and litigation. We base our estimates on historical experience and on various other assumptions and factors that we believe to be reasonable under the circumstances. Based on our ongoing review, we make adjustments we consider appropriate under the facts and circumstances. We have discussed the development, selection and disclosure of these estimates with the Audit Committee. The accompanying condensed consolidated financial statements are prepared using the same critical accounting policies discussed in our 2004 Annual Report on Form 10-K.

- -17-

ITEM 3. Quantitative and Qualitative Disclosure About Market Risk

          There were no material changes in market risk of Spartan Stores from the end of the latest fiscal year to the date of the balance sheet in this report.

ITEM 4. Controls and Procedures

          Spartan Stores' Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of Spartan Stores' disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Quarterly Report on Form 10-Q (the "Evaluation Date"). Based on the evaluation of those controls and procedures required by Rule 13a-15(b), they have concluded that Spartan Stores' disclosure controls and procedures were adequate and effective as of the Evaluation Date. During the last fiscal quarter there was no change in Spartan Stores' internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Spartan Stores' internal control over financial reporting.

- -18-

PART II
OTHER INFORMATION

ITEM 1. Legal Proceedings

          Various lawsuits and claims, arising in the ordinary course of business, are pending or have been asserted against Spartan Stores and its subsidiaries. While the ultimate effect of such lawsuits and claims 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 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

          Not applicable.

ITEM 3. Defaults Upon Senior Securities

          Not applicable.

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

          On August 11, 2004 at the 2004 annual meeting of shareholders of Spartan Stores, the shareholders voted to elect two persons to the board of directors. The following persons were duly elected:

	Term Expiring	Votes For	Votes Withheld
Gregory P. Josefowicz	2007	16,157,718	271,006
Craig C. Sturken	2007	16,132,297	296,427

          The following six persons continue to serve as directors of Spartan Stores: Elizabeth A. Nickels, Kenneth T. Stevens and James F. Wright are currently serving terms that will expire at Spartan Stores' 2005 annual meeting of shareholders and M. Shân Atkins, Dr. Frank M. Gambino and Timothy J. O'Donovan, are currently serving terms that will expire at Spartan Stores' 2006 annual meeting of shareholders.

          In addition, the shareholders voted on a proposal to ratify the selection of Deloitte & Touche LLP as Spartan Stores' independent auditors for fiscal year 2005. With respect to this proposal, shares were voted as follows:

Proposal	For	Against	Abstain
Proposal to ratify the selection of Deloitte & Touche LLP as Spartan Stores' independent auditors for fiscal year 2005.	16,301,783	48,490	78,451

          There were no broker non-votes with respect to matters voted on by Spartan Stores' shareholders at the meeting.

ITEM 5. Other Information

          None.

- -19-

ITEM 6. Exhibits

(a) Exhibits: The following documents are filed as exhibits to this Quarterly Report on Form 10-Q:

Exhibit Number	Document
2.1	Asset Purchase Agreement dated October 2, 2003, as amended by Amendments One, Two, Three and Four, by and among United Wholesale Grocery Company, United Distribution Group, L.L.C. and United Properties Group, L.L.C. Previously filed as an exhibit to Spartan Stores' Quarterly Report on Form 10-Q for the quarter ended January 3, 2004, filed on February 5, 2004. 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 on June 5, 2000. Here incorporated by reference.
3.2	Amended and Restated Bylaws of Spartan Stores, Inc. Previously filed as an exhibit to Spartan Stores' Quarterly Report on Form 10-Q for the quarter ended September 13, 2003. Here incorporated by reference.
10.1	Form of Employment Agreement between Spartan Stores, Inc. and certain executive officers.
10.2	Form of Executive Severance Agreement between Spartan Stores, Inc. and certain executive officers.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

-20-

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SPARTAN STORES, INC. (Registrant)
Date:   October 15, 2004	By	/s/ David M. Staples
	David M. Staples      Executive Vice President and Chief Financial          Officer      (Principal Financial Officer and duly authorized          signatory for Registrant)

-21-

EXHIBIT INDEX

Exhibit Number	Document
2.1	Asset Purchase Agreement dated October 2, 2003, as amended by Amendments One, Two, Three and Four, by and among United Wholesale Grocery Company, United Distribution Group, L.L.C. and United Properties Group, L.L.C. Previously filed as an exhibit to Spartan Stores' Quarterly Report on Form 10-Q for the quarter ended January 3, 2004, filed on February 5, 2004. 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 on June 5, 2000. Here incorporated by reference.
3.2	Amended and Restated Bylaws of Spartan Stores, Inc. Previously filed as an exhibit to Spartan Stores' Quarterly Report on Form 10-Q for the quarter ended September 13, 2003. Here incorporated by reference.
10.1	Form of Employment Agreement between Spartan Stores, Inc. and certain executive officers.
10.2	Form of Executive Severance Agreement between Spartan Stores, Inc. and certain executive officers.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EX-10

EXHIBIT 10.1

Schedule to Notes in Form of Employment Agreement

Note 1 (Name)	Note 2 (Title)	Note 3 (Salary)	(See below)
Sturken, Craig C.	President and Chief Executive Officer	$600,000	Note 4 - The following section was added to Mr. Sturken's Employment Agreement and the subsequent Sections were re-numbered: 15. Sarbanes-Oxley Act Compliance. If obligated to reimburse the Company under Section 304(a) of the Sarbanes-Oxley Act of 2002, Executive will promptly reimburse the Company for any profit, any bonus or other incentive-based or equity-based compensation, or any other sums as required by Section 304(a), within five (5) days of the earlier of becoming aware of such obligation or receiving written notice of such obligation from the Company.
Adornato, Theodore	Executive Vice President, Retail Operations	$230,000	None
Eidson, Dennis	Executive Vice President, Merchandising and Marketing	$315,000	None
Eriks, Mark C.	Executive Vice President, Support Services	$225,000	None
Staples, David M.	Executive Vice President and Chief Financial Officer	$315,000	None

EMPLOYMENT AGREEMENT

                    THIS EMPLOYMENT AGREEMENT (the "Agreement"), is made by SPARTAN STORES, INC., a Michigan corporation (the "Company"), and _____[NOTE 1]___________ ("Executive"). The parties agree as follows:

          1.   Effective Date and Term. This Agreement will take effect as of August 19, 2004 ("Effective Date"), and will remain in effect during Executive's employment with the Company and thereafter as to those provisions that expressly state that they will remain in effect after termination of Executive's employment. This Agreement supersedes the previous Employment Agreement between the parties.

          2.   Employment. Executive will serve as the Company's _____[NOTE 2]______, or in such other positions as an officer of Spartan Stores, Inc. ("Officer") and such additional positions with the Company or an Affiliate as may be assigned by the Company (the "Employment"). Executive will perform the duties assigned from time to time to Executive's position. The Employment will be full time and Executive's entire business time and efforts will be devoted to the Employment, except as otherwise provided by written Company policy. Executive agrees to comply with Company policies, including but not limited to any applicable Company policy requiring Executive to own shares of common stock in the Company. As used in this Agreement, the term "Affiliate" includes any organization controlling, controlled by or under common control with the Company.

          3.   Term of Employment. The term of the Employment will be indefinite and will continue until terminated pursuant to this Agreement.

          4.   Compensation. Executive will be compensated during the Employment as follows:

          (a)   Salary. The Executive's salary as of the Effective Date is $__[NOTE 3]__ per year (or a pro-rated weekly amount for any partial year), subject to normal payroll deductions and payable in accordance with the Company's normal payroll practices. Executive's salary will be reviewed annually by the Company and subject to the limitations in Section 5(b)(i) may be adjusted to reflect Company determinations of Executive's performance, Company performance, or business or economic conditions.

          (b)   Bonus. Executive will be eligible to participate in any bonus programs designated by the Company from time to time for Officers occupying positions at the same level as Executive's position, in accordance with the terms of such programs, which are subject to change from time to time in the Company's discretion.

          (c)   Benefits. Executive will be eligible to participate in fringe benefit programs covering the Company's salaried employees as a group, and in any programs applicable under Company policy to Officers occupying positions at the same level as Executive's position. The terms of applicable insurance policies and benefit plans in effect from time to time will govern with regard to specific issues of coverage and benefit eligibility. All benefit programs are subject to change from time to time in the Company's discretion.

          (d)   Business Expenses. The Company will reimburse Executive for reasonable ordinary and necessary business expenses that are specifically authorized or authorized by Company policy, subject to Executive's prompt submission of proper documentation for tax and accounting purposes.

          5.   Termination of Employment.

          (a)   Termination Without Severance Pay. Executive shall not be entitled to any further compensation from the Company or any Affiliate after termination of the Employment as permitted by this Section 5(a), except (A) unpaid salary installments

- - 2 -
through the end of the week in which the Employment terminates, and (B) any vested benefits accrued before the termination of Employment under the terms of any written Company policy or benefit program.

          i.          Death. The Employment will terminate automatically upon Executive's death.

          ii.          Disability. If Executive is unable to perform Executive's duties under this Agreement due to physical or mental disability for a continuous period of one hundred eighty days (180) days or longer and Executive is eligible for benefits under the Company's long-term disability insurance policy, the Company may terminate the Employment under this Section (a)(ii). If the Company terminates the Employment as the result of Executive's inability to perform Executive's duties for less than one-hundred eighty (180) days due to a disability, the termination of Employment will be deemed to be pursuant to Section 5(b)(ii) below.

          iii.          Termination by Company for Cause. The Company may terminate the Employment for "Cause", defined as Executive's: (A) breach of any provision of Sections 7, 8, or 9 of this Agreement; (B) willful continued failure to perform or willful poor performance of duties (other than due to disability) after warning and reasonable opportunity to meet reasonable required performance standards; (C) gross negligence causing or placing the Company at risk of significant damage or harm; (D) misappropriation of or intentional damage to Company property; (E) conviction of a felony (other than negligent vehicular homicide); or (F) intentional act or omission that Executive knows or should know is significantly detrimental to the interests of the Company.

If the Company becomes aware after termination of the Employment other than for Cause that Executive engaged before the termination of Employment in willful misconduct constituting Cause, the Company may recharacterize Executive's termination as having been for Cause.

          iv.          Discretionary Termination by Executive. Executive may terminate the Employment at will, with at least thirty (30) days advance written notice. If Executive gives such notice of termination, the Company may (but need not) relieve Executive of some or all of Executive's responsibilities for part or all of such notice period, provided that Executive's pay and benefits are continued for the lesser of thirty (30) days or the remaining period of the Employment.

          (b)   Termination With Severance Pay. Executive shall not be entitled to any further compensation from the Company or any Affiliate after termination of the Employment as permitted by this Section 5(b), except (A) unpaid salary installments through the end of the week in which the Employment terminates, (B) any vested benefits accrued before the termination of Employment under the terms of any written Company

- - 3 -
policy or benefit program, and (C) any Severance Pay to which Executive is entitled under this Section 5(b).

          i.          Termination by Executive for Good Reason. Executive may terminate the Employment for "Good Reason" if and only if (A) the Company materially breaches the Company's obligations to Executive under this Agreement, or reduces Executive's salary other than an economic or business motivated reduction accompanied by proportionate reductions in the salaries of all other Officers, (B) Executive notifies the Company's Chief Executive Officer in writing, within thirty (30) days after the act or omission in question, asserting that the act or omission in question constitutes Good Reason and explaining why the act or omission constitutes a material breach, (C) the Company fails, within fifteen (15) days after the notification, to take all reasonable steps to cure the breach, and (D) Executive resigns by written notice within thirty (30) days after expiration of the fifteen (15) day period under Section (b)(i)(C). If Executive termina tes the Employment for Good Reason, Executive will be entitled to Severance Pay as provided in and subject to Section 6. Executive's failure to object to a material breach as provided above will not waive Executive's right to resign with Good Reason after following the above procedure with regard to any subsequent material breach.

          ii.          Discretionary Termination by Company. The Company may terminate the Employment at will, but if the Company does so Executive will be entitled to Severance Pay as provided in and subject to Section 6. Any termination of Executive's Employment by the Company under Section 5(a) that is found not to meet the standards of such Section will be considered to have been a termination under Section 5(b)(ii).

          6.   Severance Pay. The Company will pay and provide Executive with the payments and benefit continuation provided in this Section 6 ("Severance Pay") if Executive's Employment is terminated as provided in Section 5(b) above.

          (a)   Amount and Duration of Severance Pay. Subject to the other provisions of this Section, Severance Pay will consist of:

          i.          Salary Continuation. Continuation of Executive's salary for fifty-two (52) weeks following the week in which the Employment terminates (the "Severance Pay Period"); and

          ii.          Health Coverage Continuation. Payment by the Company of the COBRA continuation coverage premium necessary to continue Executive's then current employee and dependent health, dental, and prescription drug coverage during the Severance Pay Period, provided that (A) Executive elects and remains eligible for COBRA continuation coverage, (B) Executive continues to pay the normal employee contribution for such coverage, and (C) that the Company's obligation to provide coverage will end if Executive becomes eligible for comparable coverage from a new employer; and

- - 4 -

          iii.          Outplacement Assistance. Up to $10,000 of outplacement assistance from an outplacement assistance firm selected by Executive and approved by the Company (whose approval shall not be unreasonably withheld).

The Executive will receive the salary continuation provided in Section 6(a)(i) notwithstanding any other earnings that Executive may have, and subject to offset only as provided in Section 6(c). If Executive dies during the Severance Pay Period, salary continuation under Section 6(a)(i) will continue for the remainder of the Severance Pay Period for the benefit of Executive's designated beneficiary (or Executive's estate if Executive fails to designate a beneficiary), and health coverage continuation under Section 6(a)(ii) will continue for Executive's eligible dependants for the remainder of the Severance Pay Period subject to the conditions in Sections 6(b)(ii)(A) and (B). If Executive becomes eligible for long-term disability benefits during the Severance Pay Period, Severance Pay will end on the date that Executive is eligible to begin receiving such disability benefits.

          (b)   Conditions to Severance Pay. To be eligible for Severance Pay, Executive must meet the following conditions: (i) Executive must comply with Executive's obligations under this Agreement that continue after termination of the Employment; (ii) Executive must not claim unemployment compensation for any week for which Executive receives salary continuation under Section 6(a)(i) above; (iii) Executive must promptly sign and continue to honor a release, in form acceptable to the Company, of any and all claims arising out of or relating to Executive's Employment or its termination and that Executive might otherwise have against the Company, the Company's Affiliates, any of their officers, directors, employees and agents, provided that the release will not waive Executive's right to any payments due under this Section or Section 5, or any right of Executive to liability insurance coverage under any liability insurance policy or to indemnification under the Company's Articles of Incorporation or Bylaws or any written indemnification agreement; (iv) Executive must reaffirm in writing upon request by Company Executive's obligations under Sections 7, 8 and 9 of this Agreement; (v) Executive must resign upon written request by Company from all positions with or representing the Company or any Affiliate, including but not limited to membership on boards of directors, and (vi) Executive must provide the Company for a period of ninety (90) days after the Employment termination date with consulting services regarding matters within the scope of Executive's former duties, upon request by the Company's Chief Executive Officer; provided, however, that Executive will only be required to provide those services by telephone at Executive's reasonable convenience and without substantial interference with Executive's other activities or commitments.

          (c)   Offsets to Severance Pay. The Severance Pay due to Executive under Section 6(a)(i) for any week will be reduced (but not below 0) by: (i) any disability benefits to which Executive is entitled for that week under any disability insurance policy or program of the Company or any Affiliate (including but not limited to worker's disability compensation); (ii) any severance pay payable to Executive under any other agreement or Company policy; (iii) any payment due to Executive under the Federal Worker Adjustment and Retraining Notification Act or any comparable state statute or

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local ordinance; and (iv) any amount owing by Executive to the Company that the Company is legally entitled to set off against the Severance Pay under applicable law.

          7.   Loyalty and Confidentiality; Certain Property and Information.

          (a)   Loyalty and Confidentiality. Executive will be loyal to the Company during the Employment and will forever hold in strictest confidence, and not use or disclose, any information regarding techniques, processes, developmental or experimental work, trade secrets, customer or prospect names or information, or proprietary or confidential information relating to the current or planned products, services, sales, employees or business of the Company or any Affiliate, except as disclosure or use may be required in connection with Executive's work for the Company or any Affiliate. Executive will also keep the terms of this Agreement confidential. The Executive's commitment not to use or disclose information does not apply to information that becomes publicly known without any breach of this Agreement by Executive.

          (b)   Certain Property and Information. Upon termination of the Employment, Executive will deliver to the Company any and all property owned or leased by the Company or any Affiliate and any and all materials and information (in whatever form) relating to the business of the Company or any Affiliate, including without limitation all customer lists and information, financial information, business notes, business plans, documents, keys, credit cards and other Company-provided equipment. All Company property will be returned promptly and in good condition except for normal wear.

Executive's commitments in this Section will continue in effect after termination of the Employment. The parties agree that any breach of Executive's covenants in this Section would cause the Company irreparable harm, and that injunctive relief would be appropriate.

          8.   Ideas, Concepts, Inventions and Other Intellectual Property. All business ideas and concepts and all inventions, improvements, developments and other intellectual property made or conceived by Executive, either solely or in collaboration with others, during the Employment, whether or not during working hours, and relating to the business or any aspect of the business of the Company or any Affiliate or to any business or product the Company or any Affiliate is actively planning to enter or develop, shall become and remain the exclusive property of the Company, and the Company's successors and assigns. Executive shall disclose promptly in writing to the Company all such inventions, improvements, developments and other intellectual property, and will cooperate in confirming, protecting, and obtaining legal protection of the Company's ownership rights. Executive's commitments in this Section will continue in effect after termination of the Employme nt as to ideas, concepts, inventions, improvements and developments and other intellectual property made or conceived in whole or in part before the date the Employment terminates. The parties agree that any breach of Executive's covenants in this Section would cause the Company irreparable harm, and that injunctive relief would be appropriate.

          Executive represents and warrants that there are no ideas, concepts, inventions, improvements, developments or other intellectual property that Executive invented or conceived before becoming employed by the Company to which Executive, or any assignee of Executive,

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now claims title, and that would be covered by this Section if made or conceived by Employee during the Employment.

          9.   Covenant Not to Compete.

          (a)   Executive's Commitments. During the Employment Executive will not do or prepare to do, and for twelve (12) months after any termination of the Employment Executive will not do, any of the following:

          i.          directly or indirectly compete with the Company or any Affiliate; or

          ii.          be employed by, perform services for, advise or assist, own any interest in or loan or otherwise provide funds to, any other business that is engaged (or seeking Executive's services with a view to becoming engaged) in any Competitive Business (as defined below); or

          iii.          solicit or suggest, or provide assistance to anyone else seeking to solicit or suggest, that any person having or contemplating a Covered Relationship (as defined below) with the Company or an Affiliate refrain from entering into or terminate the Covered Relationship, or enter into any similar relationship with anyone else instead of the Company or the Affiliate.

Provided, however, that nothing in this Section 9 prohibits Executive from owning not more than 2% of any class of securities of a publicly traded entity, provided that Executive does not engage in other activity prohibited by this Section 9.

Executive's commitments in this Section will continue in effect after termination of the Employment for the 12-month period set forth above. The parties agree that any breach of Executive's commitments in this Section would cause the Company irreparable harm, and that injunctive relief would be appropriate.

          (b)   Definitions. As used in this Section 9:

          i.          "Competitive Business" means a business that

          (A)          owns, or

          (B)          operates, or

          (C)          sells or supplies products similar to or that substitute for products supplied by the Company to,

any Covered Operation (as defined below) that is located in any state of the United States in which the Company owns, operates, sells or supplies products to, any Covered Operation; and

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          ii.          "Covered Operation" means any grocery store, grocery superstore, wholesale club, supermarket, limited assortment store, convenience store, drug store, pharmacy or any other store that offers grocery or food products separate or in combination with pharmaceutical products, general merchandise or other nonfood products, or any grocery or convenience store product distribution facility; and

          iii.          "Covered Relationship" means a customer relationship, a vendor relationship, an employment relationship, or any other contractual or independent contractor relationship.

          10.   Amendment and Waiver. No provisions of this Agreement may be amended, modified, waived or discharged unless the waiver, modification, or discharge is authorized by the Company's board of directors, or a committee of the board of directors, and is agreed to in a writing signed by Executive and by the Chief Executive Officer of the Company. No waiver by either party at any time of any breach or non-performance of this Agreement by the other party shall be deemed a waiver of any prior or subsequent breach or non-performance.

          11.   Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect. If a court of competent jurisdiction ever determines that any provision of this Agreement (including, but not limited to, all or any part of the non-competition covenant in this Agreement) is unenforceable as written, the parties intend that the provision shall be deemed narrowed or revised in that jurisdiction (as to geographic scope, duration, or any other matter) to the extent necessary to allow enforcement of the provision. The revision shall thereafter govern in that jurisdiction, subject only to any allowable appeals of that court decision.

          12.   Entire Agreement. No agreements or representations, oral or otherwise, express or implied, with respect to Executive's Employment with the Company or any of the subjects covered by this Agreement have been made by either party that are not set forth expressly in this Agreement and the Executive Severance Agreement between Executive and the Company ("Executive Severance Agreement"), and this Agreement supersedes any pre-existing employment agreements and any other agreements on the subjects covered by this Agreement, except the Executive Severance Agreement.

          13.   Coordination of This Agreement with Executive Severance Agreement.

          (a)   Circumstances Under Which Section 9 of This Agreement will Lapse. If there is a termination of Executive's Employment entitling Executive to Severance Benefits under Section 3 of the Executive Severance Agreement, then Section 9 of this Agreement ("Covenant Not to Compete") will lapse and become void and of no further effect on the date of such termination of Employment.

          (b)   Coordination of Severance Pay under this Agreement and Severance Benefits under Executive Severance Agreement. If Executive receives Severance Benefits under Section 3 of the Executive Severance Agreement, Executive will not be entitled to Severance Pay under this Agreement. If Executive becomes entitled to receive

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Severance Benefits under Section 3 of the Executive Severance Agreement after receiving Severance Pay under this Agreement, the amount of Severance Benefits to which Executive is entitled under Section 3 of the Executive Severance Agreement will be reduced by the amount of Severance Pay received by Executive under this Agreement.

          14.   Non-Contravention. Executive represents and warrants that:

          (a)   No Restrictive Agreement. Executive is not a party to or bound by any agreement that purports to prevent or restrict Executive from: (A) engaging in the Employment that Executive has been offered by the Company; (B) inducing any person to become an employee of the Company; (C) using any information and expertise that Executive possesses (other than information constituting a trade secret of another person under applicable law) for the benefit of the Company; or (D) performing any obligation under this Agreement.

          (b)   No Abuse of Confidential Information or Trade Secrets. Executive will not use in the course of his Employment with the Company, or disclose to the Company or its personnel, any information belonging to any other person that is subject to any confidentiality agreement with or constitutes a trade secret of another person.

          [NOTE 4]

          15.   Dispute Resolution.

          (a)   Arbitration. The Company and Executive agree that except as provided in Section 15(b) the sole and exclusive method for resolving any dispute between them arising out of or relating to this Agreement shall be arbitration under the procedures set forth in this Section; provided, however, that nothing in this Section prohibits a party from seeking preliminary or permanent judicial injunctive relief, or from seeking judicial enforcement of the arbitration award. The arbitrator shall be selected pursuant to the Rules for Commercial Arbitration of the American Arbitration Association. The arbitrator shall hold a hearing at which both parties may appear, with or without counsel, and present evidence and argument. Pre-hearing discovery shall be allowed in the discretion of and to the extent deemed appropriate by the arbitrator, and the arbitrator shall have subpoena power. The procedural rules for an arbitration hearing under this Section shall be th e rules of the American Arbitration Association for Commercial Arbitration hearings and any rules as the arbitrator may determine. The hearing shall be completed within ninety (90) days after the arbitrator has been selected and the arbitrator shall issue a written decision within sixty (60) days after the close of the hearing. The hearing shall be held in Grand Rapids, Michigan. The award of the arbitrator shall be final and binding and may be enforced by and certified as a judgment of the Circuit Court for Kent County, Michigan or any other court of competent jurisdiction. One-half of the fees and expenses of the arbitrator shall be paid by the Company and one-half by Executive. The attorney fees and expenses incurred by the parties shall be paid by each party; provided, however, that the attorney fees and expenses of the party who substantially prevails in any arbitration brought pursuant to this Agreement shall be paid

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by the other party or, if each party prevails in part, then a proportionate part of each party's attorney fees and expenses shall be paid by the other party, with such proportion to represent the approximate portion of such attorney fees and expenses relating to the issues on which each party prevailed.

          (b)   Section 15(a) shall be inapplicable to a dispute arising out of or relating to Sections 7, 8 or 9 of this Agreement.

          16.   Assignability. This Agreement contemplates personal services by Executive, and Executive may not transfer or assign Executive's rights or obligations under this Agreement, except that Executive may designate beneficiaries for Severance Pay in the event of Executive's death, and may designate beneficiaries for benefits as allowed by the Company's benefit programs. This Agreement may be assigned by the Company to any subsidiary or parent corporation or a division of that corporation; provided, however, that the Company shall remain liable for any Severance Pay due under this Agreement and not paid by any assignee. The Company is not required to assign this Agreement but if the Agreement is assigned as provided above, Executive will be given notice and this Agreement will continue in effect.

          17.   Notices. Notices to a party under this Agreement must be personally delivered or sent by certified mail (return receipt requested) and will be deemed given upon post office delivery or attempted delivery to the recipient's last known address. Notices to the Company must be sent to the attention of the Company's Chief Executive Officer.

          18.   Governing Law. The validity, interpretation, and construction of this Agreement are to be governed by Michigan laws, without regard to choice of law rules. The parties agree that any judicial action involving a dispute arising under this Agreement will be filed, heard and decided in either Kent County Circuit Court or the U.S. District Court for the Western District of Michigan. The parties agree that they will subject themselves to the personal jurisdiction and venue of either court, regardless of where Executive or the Company may be located at the time any action may be commenced. The parties agree that Kent County is a mutually convenient forum and that each of the parties conducts business in Kent County.

          19.   Counterparts. This Agreement may be signed in original or by fax in counterparts, each of which shall be deemed an original, and together the counterparts shall constitute one complete document.

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The parties have signed this Employment Agreement as of the Effective Date in Section 1.

SPARTAN STORES, INC.
By:
	Craig C. Sturken	__________________
Its:	Chairman, President and	"Executive"
	Chief Executive Officer
	"Company"

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EX-10

EXHIBIT 10.2

Schedule to Notes in Form of Executive Severance Agreement

Note 1 (Name)	Note 2 (Termination Period)	Note 3 (Lump Sum Cash Payment)	Note 4 (Severance Benefit Period)	Note 5 (Retirement Benefit Period)	Note 6 (Address)
Sturken, Craig C.	3 years	3 times	36 months	36 months	3785 92nd SW Byron Center, MI 49315
Adornato, Theodore	2 years	2 times	24 months	24 months	801 Monroe NW, #405 Grand Rapids, MI 49503
Eidson, Dennis	2 years	2 times	24 months	24 months	1777 Flowers Mills Drive NE Grand Rapids, MI 49525
Eriks, Mark C.	2 years	2 times	24 months	24 months	2350 Cascade Lakes Circle Grand Rapids, MI 49546
Staples, David M.	2 years	2 times	24 months	24 months	4457 Chandler Drive Hudsonville, MI 49426

EXECUTIVE SEVERANCE AGREEMENT

                    THIS AGREEMENT is entered into as of the 19th day of August, 2004 (the "Effective Date"), by and between SPARTAN STORES, INC. a Michigan corporation ("Spartan Stores"), and _____[NOTE 1]________ ("Executive"). This Agreement supersedes the previous Executive Severance Agreement between the parties.

W I T N E S S E T H:

                    WHEREAS, Executive currently serves as a key employee of Spartan Stores and/or its subsidiaries (the "Company") and his services and knowledge are valuable to the Company in connection with the management of one or more of the Company's principal operating facilities, divisions, or subsidiaries; and

                    WHEREAS, Spartan Stores considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its shareholders; and

                    WHEREAS, the Board has determined that it is in the best interests of Spartan Stores and its shareholders to secure Executive's continued services and to ensure Executive's continued dedication and objectivity in the event of any threat or occurrence of, or negotiation or other action that could lead to, or create the possibility of, a Change in Control (as hereafter defined) of Spartan Stores, without concern as to whether Executive might be hindered or distracted by personal uncertainties and risks created by any such possible Change in Control,

and to encourage Executive's full attention and dedication to Spartan Stores and/or its subsidiaries, the Board has authorized Spartan Stores to enter into this Agreement.

                    NOW, THEREFORE, COMPANY AND EXECUTIVE AGREE AS FOLLOWS:

1. Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth below:

          (a)          "Board" means the Board of Directors of Spartan Stores.

          (b)          "Cause" means (1) the willful and continued failure by Executive to substantially perform his duties with the Company (other than any such failure resulting from Executive's incapacity due to physical or mental injury or illness, or any such actual or anticipated failure resulting from Executive's termination for Good Reason) after a demand for substantial performance is delivered to Executive by the Board (which demand shall specifically identify the manner in which the Board believes that Executive has not substantially performed his or her duties); or (2) the willful engaging by Executive in gross misconduct materially and demonstrably injurious to the Company. For purposes of this Section, no act or failure to act on the part of Executive shall be considered "willful" unless done or omitted to be done by Executive not in good faith and without reasonable belief that his action(s) or omission(s) was in the best interests of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until the Company provides Executive with a copy of a resolution adopted by an affirmative vote of not less than two-thirds of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to Executive and an opportunity for Executive, with counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive has been guilty of conduct set forth in subsections (1) or (2) above, setting forth the particulars in detail. A determination for Cause by the Board shall not be binding upon or entitled to deference by any finder of fact in the event of a dispute, it being the intent of the parties that such finder of fact shall make an independent determination of whether the termination was for "Cause" as defined in (1) or (2) above.

          (c)          "Change in Control" means:

          (1)          the acquisition by any individual, entity, or group (a "Person"), including any "person" within the meaning of Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act, of 20% or more of either (i) the then outstanding shares of common stock of Spartan Stores (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then outstanding securities of Spartan Stores entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that the following acquisitions shall not constitute a Change in Control: (A) any acquisition by the Company, (B) any acquisition by an employee benefit plan (or related trust)

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sponsored or maintained by the Company or any Person controlled by the Company, (C) any acquisition by any corporation pursuant to a reorganization, merger, or consolidation involving the Company, if, immediately after such reorganization, merger, or consolidation, each of the conditions described in clauses (i), (ii), and (iii) of subsection (c)(3) shall be satisfied, or (D) any acquisition by the Executive or any group of persons including the Executive; and provided further that, for purposes of clause (A), if any Person (other than the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company) shall become the beneficial owner of 20% or more of the Outstanding Company Common Stock or 20% or more of the Outstanding Company Voting Securities by reason of an acquisition by the Company and such Person shall, after such acquisition by the Company, become the beneficial owner of any additional shares of the Outstanding Company Common Stock or any additional Outstanding Company Voting Securities, such additional beneficial ownership shall constitute a Change in Control;

          (2)          individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of such Board; provided, however, that any individual who becomes a director of Spartan Stores subsequent to the date hereof whose election, or nomination for election by the shareholders of Spartan Stores, was approved by the vote of at least two-thirds of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of Spartan Stores in which such person is named as a nominee for director, without objection to such nomination) shall be deemed to have been a member of the Incumbent Board; and provided further, that no individual who was initially elected as a director of Spartan Stores as a result of an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act, or a ny other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board, shall be deemed to have been a member of the Incumbent Board;

          (3)          approval by the shareholders of Spartan Stores of a reorganization, merger, or consolidation unless, in any such case, immediately after such reorganization, merger, or consolidation, (i) more than 50% of the then outstanding shares of common stock of the corporation resulting from such reorganization, merger, or consolidation and more than 50% of the combined voting power of the then outstanding securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals or entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such reorganization, merger, or consolidation and in substantially the same proportions relative to each other as their ownership, immediately prior to such reorganization, merger, or consolidatio n, of the Outstanding Company Common

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Stock and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (other than (A) the Company, any employee benefit plan (or related trust) sponsored or maintained by the Company or the corporation resulting from such reorganization, merger, or consolidation (or any corporation controlled by the Company), or (B) any Person which beneficially owned, immediately prior to such reorganization, merger, or consolidation, directly or indirectly, 20% or more of the Outstanding Company Common Stock or the Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20% or more of the then outstanding shares of common stock of such corporation or 20% or more of the combined voting power of the then outstanding securities of such corporation entitled to vote generally in the election of directors, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger, or consolidation were mem bers of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such reorganization, merger, or consolidation; or

          (4)          approval by the shareholders of Spartan Stores of (i) a plan of complete liquidation or dissolution of Spartan Stores or (ii) the sale or other disposition of all or substantially all of the assets of Spartan Stores other than to a corporation with respect to which, immediately after such sale or other disposition, (A) more than 50% of the then outstanding shares of common stock thereof and more than 50% of the combined voting power of the then outstanding securities thereof entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such sale or other disposition and in substantially the same proportions relative to each other as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) sponsored or maintained by the Company or such corporation (or any corporation controlled by the Company), or any Person which beneficially owned, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the Outstanding Company Common Stock or the Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20% or more of the then outstanding shares of common stock thereof or 20% or more of the combined voting power of the then outstanding securities thereof entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors thereof were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition.

          Notwithstanding anything contained in this Agreement to the contrary, if Executive's employment is terminated prior to a Change in Control and Executive reasonably demonstrates that such termination was at the request of or in response to a

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third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control (a "Third Party"), and who subsequently effectuates a Change in Control, then for all purposes of this Agreement, the date of a Change in Control shall mean the date immediately prior to the date of such termination of Executive's employment.

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

          (e)          "Common Stock" means the common stock of Spartan Stores, no par value per share.

          (f)          "Company" means Spartan Stores, Inc., a Michigan corporation, and any corporation or other entity in which Spartan Stores, Inc. has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities of such corporation or other entity entitled to vote generally in the election of directors.

          (g)          "Date of Termination" means the effective date on which Executive's employment by the Company terminates as specified in a Notice of Termination by the Company or Executive, as the case may be. Notwithstanding the previous sentence, (i) if the Executive's employment is terminated for Disability, as defined in Section 1(h), then such Date of Termination shall be no earlier than thirty (30) days following the date on which a Notice of Termination is received, and (ii) if the Executive's employment is terminated by the Company other than for Cause, then such Date of Termination shall be no earlier than thirty (30) days following the date on which a Notice of Termination is received.

          (h)          "Disability" means Executive's failure to be available to substantially perform his duties with the Company on a full-time basis for at least one hundred eighty (180) consecutive days as a result of Executive's incapacity due to mental or physical illness.

          (i)          "Good Reason" means, without Executive's express written consent, the occurrence of any of the following events after or in connection with a Change in Control:

          (1)          (i) the assignment to Executive of any duties inconsistent in any material adverse respect with Executive's position(s), duties, responsibilities, or status with the Company immediately prior to such Change in Control, (ii) a material adverse change in Executive's positions, reporting responsibilities, titles or offices with the Company as in effect immediately prior to such Change in Control, (iii) any removal or involuntary termination of Executive by the Company otherwise than as expressly permitted by this Agreement (including any purported termination of employment which is not effected by a Notice of Termination), or (iv) any failure to re-elect Executive to any position with the Company held by Executive immediately prior to such Change in Control;

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          (2)          a reduction by the Company in Executive's rate of annual base salary as in effect immediately prior to such Change in Control or as the same may be increased from time to time thereafter;

          (3)          any requirement of the Company that Executive (i) be based anywhere other than the facility where Executive is located at the time of the Change in Control or reasonably equivalent facilities within Kent County, Michigan or (ii) engage in business travel to an extent substantially more burdensome than the travel obligations of Executive immediately prior to such Change in Control;

          (4)          the failure of the Company to continue the Company's executive incentive plans or bonus plans in which Executive is participating immediately prior to such Change in Control or a reduction of the Executive's target incentive award opportunity under any such bonus plan, unless Executive is permitted to participate in other plans providing Executive with substantially comparable benefits or receives compensation as a substitute for such plans providing Executive with a substantially equivalent economic benefit;

          (5)          the failure of the Company to (i) continue in effect any employee benefit plan or compensation plan in which Executive is participating immediately prior to such Change in Control, unless Executive is permitted to participate in other plans providing Executive with substantially comparable benefits or receives compensation as a substitute for such plans providing Executive with a substantially equivalent after-tax economic benefit, or the taking of any action by the Company which would adversely affect Executive's participation in or materially reduce Executive's benefits under any such plan, (ii) provide Executive and Executive's dependents with welfare benefits (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) in accordance with the most favorable plans, practices, programs, and policies of the Company in effect for Executive immediately prior to such Change in Control, (iii) provide other fringe benefits in accordance with the most favorable plans, practices, programs, and policies of the Company in effect for Executive immediately prior to such Change in Control, or (iv) provide Executive with paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company as in effect for Executive immediately prior to such Change in Control;

          (6)          the failure of the Company to pay any amounts owed Executive as salary, bonus, deferred compensation or other compensation;

          (7)          the failure of Spartan Stores to obtain any assumption agreement contemplated in Section 9(b);

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          (8)          any purported termination of Executive's employment which is not effected pursuant to a Notice of Termination which satisfies the requirements of a Notice of Termination; or

          (9)          any other material breach by Spartan Stores of its obligations under this Agreement.

          For purposes of this Agreement, any good faith determination of Good Reason made by Executive shall be conclusive on the parties; provided, however, that an isolated and insubstantial action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Executive shall not constitute Good Reason. Any event or condition described in this Section 1(i) which occurs prior to a Change in Control, but which Executive reasonably demonstrates was at the request of or in response to a Third Party who effectuates a Change in Control or who has indicated an intention or taken steps reasonably calculated to effect a Change in Control, shall constitute Good Reason following a Change in Control for purposes of this Agreement notwithstanding that it occurred prior to the Change in Control.

          Executive may not terminate the employment for "Good Reason" unless:

          (i)          Executive notifies the Board in writing, within sixty (60) days after Executive becomes aware of the act or omission constituting Good Reason that the act or omission in question constitutes Good Reason and explaining why the Executive considers it to constitute Good Reason;

          (ii)          the Company fails, within ten (10) days after notice from Executive under (i) above, to revoke the action or correct the omission and make the Executive whole; and

          (iii)          Executive gives notice of termination within thirty (30) days after expiration of the 10-day period under (ii) above.

          Executive's failure to give notice as provided in (i) above will not waive Executive's right to resign with Good Reason, provided that he follows the above procedure, with regard to any subsequent act or omission constituting Good Reason.

          Executive need not fulfill the above conditions a second time if the Company repeats the act or omission constituting Good Reason.

          (j)          "Nonqualifying Termination" means a termination of Executive's employment (1) by the Company for Cause, (2) by Executive for any reason other than for Good Reason with Notice of Termination, (3) as a result of Executive's death, (4) by the Company due to Executive's Disability, unless within thirty (30) days after Notice of Termination is provided to Executive, Executive shall have returned (or offered to return, if not permitted by the Company to do so) to substantial performance of Executive's duties on a full-time basis, or (5) as a result of Executive's Retirement.

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          (k)          "Notice of Termination" means a written notice by the Company or Executive, as the case may be, to the other, which (1) indicates the specific reason for Executive's termination, (2) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's employment, and (3) specifies the termination date. The failure by Executive or the Company to set forth in such notice any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of Executive or the Company hereunder or preclude Executive or the Company from asserting such fact or circumstance in enforcing Executive's or the Company's rights hereunder.

          (l)          "Retirement" means termination of employment by either the Executive or the Company on or after the Executive's normal retirement date under the terms of retirement plans of the Company, but not earlier than the age of 65.

          (m)          "SERP" means the Spartan Stores, Inc. Supplemental Executive Retirement Plan, as amended from time to time.

          (n)          "Termination Period" means the period of time beginning with a Change in Control and ending ____[NOTE 2]__ (__) years following such Change in Control.

2.	Term of Agreement.          This Agreement shall commence on the Effective Date and shall continue in effect until Spartan Stores has fulfilled all of its obligations under this Agreement following any termination of Executive's employment with the Company.
3.	Severance Benefits.          If the employment of Executive with the Company shall terminate during the Termination Period, other than by reason of a Nonqualifying Termination, then Executive shall receive the following severance benefits as compensation for services rendered:

          (a)          Lump Sum Cash Payment.          Within five (5) days after the Date of Termination, Executive shall receive a lump sum cash payment in an amount equal to the sum of the following:

          (1)          Executive's unpaid base salary from the Company through the Date of Termination at the rate in effect (without taking into account any reduction of base salary constituting Good Reason), just prior to the time a Notice of Termination is given plus any benefit awards (including both the cash and stock components) and bonus payments which pursuant to the terms of any plans have been earned or become payable, to the extent not theretofore paid;

          (2)          A bonus will be paid under the Company's Annual Incentive Plan or any successor plan ("Annual Plan") for the time Executive was employed by the Company in the fiscal year of termination, in an amount equal to the product of (i) the number of days Executive was employed by the Company prior to the Date of Termination in the year of termination divided by the number of days in

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the year, multiplied by (ii) 100% of the Executive's current year target bonus (with such calculations to be made as though the target level has been achieved for each Performance Goal (as defined in the Annual Plan)) .

          (3)          An amount equal to ____[NOTE 3]__ (__) times the sum of (i) the higher of the Executive's annual rate of base salary from the Company in effect on the Date of Termination or in effect on the day before the Change in Control; and (ii) the higher of (A) the Executive's current year target bonus under the Annual Plan (with such calculations to be made as though the target level has been achieved for each performance goal (as defined in the Annual Plan)), or (B) the bonus awarded to the Executive under the Annual Plan for the fiscal year immediately preceding the Change in Control.

          (b)          Benefits. The Company shall maintain in full force and effect for the benefit of Executive and his spouse and covered dependents those employee benefit plans, programs and arrangements listed in subparagraphs 3(b)(i), (ii) and (iii) below in which the Executive and his spouse and covered dependents were entitled to participate in immediately prior to the Date of Termination until the earlier of the end of the ______[NOTE 4]________ (___) month following the month in which the Date of Termination occurs, or (as to any particular benefit) the date upon which the Executive receives a substantially equal benefit from a new employer. If the participation of the Executive and his spouse and covered dependents in any such plans or programs is not permitted by the terms of any such plans or programs, or would cause the Executive to experience adverse tax consequences, the Company shall provide comparable benefits elimina ting the adverse tax consequences but providing substantially the same after-tax benefit levels as the Executive, spouse and covered dependents previously received under such plans and programs. The covered benefits are:

          (i)          all health, dental and prescription drug benefits,

          (ii)          the Executive's tax and financial planning benefit, and

          (iii)          all Company funded life insurance coverage.

          (c)          Outplacement Services. The Company will provide the Executive with outplacement services through an outplacement services firm selected by the Company with the Executive's approval, which shall not be withheld if the firm selected is reputable at a cost not to exceed an amount equal to 15 % of the Executive's base salary at the time of the termination.

          (d)          Certain Reductions Disregarded. In computing the payments under subsections (a) through (c) above, any reduction in Executive's base salary, bonus or fringe benefits shall be disregarded if such reduction constituted "Good Reason" as defined in this Agreement.

4. Retirement Benefits.

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          (a)          The Executive is a Participant in the SERP. If the employment of Executive with the Company shall terminate during the Termination Period other than by reason of a Nonqualifying Termination, then Executive shall receive (as a lump sum, to be paid within five (5) days after the Date of Termination) an amount equal to the difference between (i) the total amounts the Executive is eligible to receive as of the Date of Termination under the Spartan Stores, Inc. Cash Balance Pension Plan and any successor plan (the "Pension Plan") and the SERP (assuming election by Executive of the lump sum payment options under the Pension Plan and SERP); and (ii) the total amounts the Executive would have been eligible to receive under the Pension Plan and SERP if the Executive were fully vested under the Pension Plan and the Executive's employment had continued until the end of the ___[NOTE 5]_____ (____) month following the month i n which the Date of Termination occurs.

          (b)          The payments to Executive under this Section 4 shall be in addition to any payments under Section 3 of this Agreement and any payments under the Pension Plan and SERP.

          (c)          In computing the payment under subsection (a) above, any change to the SERP shall be disregarded if such change constituted "Good Reason" as defined in this Agreement.

5.

Acceleration of Vesting Upon Change in Control. Effective at the time of a Change in Control, all unvested stock options and stock previously issued to Executive as to which rights of ownership are subject to forfeiture shall immediately vest; all risk of forfeiture of the ownership of stock or stock options and restrictions on the exercise of options shall lapse; and, Executive shall be entitled to exercise any or all options, such that the underlying shares will be considered outstanding at the time of the Change in Control.

6.

Certain Additional Payments by the Company.

          (a)          Anything in this Agreement to the contrary notwithstanding, if any payments or distributions by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise ("Payments")) trigger application of the excise tax imposed by Section 4999 of the Code, or any successor Code provision (such excise tax, together with any interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), or any interest or penalties are incurred by Executive with respect to Excise Tax on such amount, then Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income and employment taxes (and any interest and penalties imposed wit h respect thereto) and any Excise Tax, imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments, it being the

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intent of this section that the Executive shall be held harmless from all Excise Tax and interest and penalties on Excise Tax.

          (b)          Subject to the provisions of Section 6(c), all determinations required to be made under this Section 6, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the public accounting firm that is retained by the Company as of the date immediately prior to the Change in Control (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company or Executive (collectively, the "Determination"). In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, or group affecting the Change in Control, Executive shall appoint another nationally recognized publ ic accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 6, shall be paid by the Company to Executive within five (5) days of the receipt of the Determination. If the Accounting Firm determines that no Excise Taxes are payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. The Determination by the Accounting Firm shall be binding upon the Company and Executive; however, as a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"< /B>) consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 6(c) and Executive thereafter is required to make payment of any Excise Tax that qualifies for a Gross-Up Payment in accordance with this Section 6, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive.

          (c)          Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall:

          (i)          give the Company any information reasonably requested by the Company relating to such claim,

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          (ii)          take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

          (iii)          cooperate with the Company in good faith in order effectively to contest such claim, and

          (iv)          permit the Company to participate in any proceeding relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income or employment tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 6(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings, and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a Determination before any administrative tribunal, in a court of initial jur isdiction and in one or more appellate courts, as the Company shall determine; provided further, that if the Company directs Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to Executive on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income or employment tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issu e raised by the Internal Revenue Service or any other taxing authority.

          (d)          If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 6, Executive becomes entitled to receive, and receives, any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Section 6) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 6, a Determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent

- -12-

to contest such denial of refund prior to the expiration of thirty (30) days after such Determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

7.	Withholding Taxes. The Company may withhold from all payments due to Executive (or his beneficiary or estate) hereunder all taxes which, by applicable federal, state, local, or other law, the Company is required to withhold therefrom.
8.	Reimbursement of Expenses. If any contest or dispute shall arise under or related to this Agreement involving termination of Executive's employment with the Company or involving the failure or refusal of the Company to perform fully in accordance with the terms hereof, the Company shall reimburse Executive, on a current basis, for all legal fees and expenses, if any, incurred by Executive in connection with such contest or dispute regardless of the result thereof.
9.	Successors; Binding Agreement.

          (a)          This Agreement shall not be terminated by any merger or consolidation of Spartan Stores whereby Spartan Stores is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of Spartan Stores. In the event of any such merger, consolidation, or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.

          (b)          Spartan Stores agrees that concurrently with any merger, consolidation or transfer of assets referred to in this Section 9, it will cause any successor or transferee unconditionally to assume, by written instrument delivered to Executive (or his beneficiary or estate), all of the obligations of the Company hereunder. Failure of Spartan Stores to obtain such assumption prior to the effectiveness of any such merger, consolidation, or transfer of assets shall be a breach of this Agreement and shall constitute Good Reason hereunder and shall entitle Executive to compensation and other benefits from the Company in the same amount and on the same terms as Executive would be entitled hereunder if Executive's employment were terminated following a Change in Control other than by reason of a Nonqualifying Termination. For purposes of implementing the foregoing, the date on which any such merger, consolidation, or transfer becomes effective sh all be deemed the date Good Reason occurs, and shall be the Date of Termination if requested by Executive.

          (c)          This Agreement shall inure to the benefit of and be enforceable by Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive shall die while any amounts would be payable to Executive hereunder had Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by Executive to receive such amounts or, if no person is so appointed, to Executive's estate.

- -13-

10.	Notice. For purposes of this Agreement, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered or received by facsimile transmission or five (5) days after deposit in the United States mail, certified and return receipt requested, postage prepaid, addressed as follows:
	If to the Executive: [NOTE 6]
	________________                     ________________                     ________________
	If to Spartan Stores:
	Spartan Stores, Inc.                     850 76th Street, S.W.                     P. O. Box 8700                     Grand Rapids, Michigan 49518                     Attention: President and Chief Executive Officer

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

11. Full Settlement; Resolution of Disputes.

          (a)          The Company's obligation to make any payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Executive or others. In no event shall Executive be obligated to seek other employment or take other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not Executive obtains other employment.

          (b)          If there shall be any dispute between the Company and Executive in the event of any termination of Executive's employment then, until there is a final, nonappealable, determination pursuant to arbitration declaring that such termination was for Cause, that the determination by Executive of the existence of Good Reason was not made in good faith, or that the Company is not otherwise obligated to pay any amount or provide any benefit to Executive and his dependents or other beneficiaries, as the case may be, under Sections 3 and 4, the Company shall pay all amounts, and provide all benefits, to Executive and his dependents or other beneficiaries, as the case may be, that the Company would be required to pay or provide pursuant to Sections 3 and 4 as though such termination were by the Company without Cause or by Executive with Good Reason; provided, however, that the Company shall not be required to pay any disputed amounts pursuant to this Section 11 except upon receipt of an undertaking by or on

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behalf of Executive to repay all such amounts to which Executive is ultimately determined by the arbitrator not to be entitled.

          (c)          Arbitration. Any dispute or controversy under this Agreement shall be settled exclusively by arbitration in Grand Rapids, Michigan, in accordance with the rules of the American Arbitration Association then in effect; provided, however, that Executive shall be entitled to seek specific performance of his right to be paid pursuant to Section 11(b) during a dispute. Judgment may be entered on the arbitration award in any court having jurisdiction. The Company shall bear all costs and expenses arising in connection with any arbitration proceeding pursuant to this Section 11(c).

12.	Governing Law; Validity. The interpretation, construction and performance of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Michigan without regard to the principle of conflicts of laws. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which other provisions shall remain in full force and effect.
13.	Establishment of Trust. Immediately prior to a Change in Control, the Company shall establish and maintain a Trust in the form attached as Exhibit A. Upon the occurrence of a Change in Control the Company shall pay into the Trust the amounts called for under Exhibit A, and shall thereafter make such additional payments as called for under Exhibit A. No payment to the Trust by the Company shall reduce the Company's obligations to make payments to Executive under this Agreement.
14.	Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.
15.	Miscellaneous. No provision of this Agreement may be modified or waived unless such modification is agreed to in writing and signed by Executive and by a duly authorized officer of the Company, or such waiver is signed by the waiving party. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. Failure by Executive or the Company to insist upon strict compliance with any provision of this Agreement or to assert any right Executive or the Company may have hereunder, including without limitation, the right of Executive to terminate employment for Good Reason, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. The rights of, and benefits payable to, Executive, his estate, or his benefici aries pursuant to this Agreement are in addition to any rights of, or benefits payable to, Executive, his estate, or his beneficiaries under any other employee benefit plan or compensation program of the Company, except that no benefits pursuant to any other employee plan or compensation program that become payable or are paid in accordance

- -15-

with this Agreement shall be duplicated by operation of this Agreement. No agreements or representations, oral or otherwise, express or implied, with regard to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

                    IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer of Spartan Stores. Executive has executed this Agreement as of the day and year first written above.

	SPARTAN STORES, INC.
__________________________	By:
_________________		Craig C. Sturken Chairman, President and Chief Executive Officer
"Executive"	"Company"

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EX-31

EXHIBIT 31.1

CERTIFICATION

          I, Craig C. Sturken, certify that:

          1.          I have reviewed this quarterly report on Form 10-Q of Spartan Stores, Inc.;

          2.          Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

          3.          Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

          4.          The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

                    a)          Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

                    b)          Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

                    c)          Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

          5.          The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

                    a)          All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

                    b)          Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 15, 2004	/s/ Craig C. Sturken
	Craig C. Sturken Chairman, President and Chief Executive Officer

EX-31

EXHIBIT 31.2

CERTIFICATION

          I, David M. Staples, certify that:

          1.          I have reviewed this quarterly report on Form 10-Q of Spartan Stores, Inc.;

          2.          Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

          3.          Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

          4.          The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

                    a)          Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

                    b)          Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

                    c)          Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

          5.          The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

                    a)          All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

                    b)          Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 15, 2004	/s/ David M. Staples
	David M. Staples Executive Vice President and Chief Financial Officer

EX-32

EXHIBIT 32.1

CERTIFICATION

          Pursuant to 18 U.S.C. § 1350, each of the undersigned hereby certifies in his capacity as an officer of Spartan Stores, Inc. (the "Company") that the Quarterly Report of the Company on Form 10-Q for the accounting period ended September 11, 2004 fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934 and that information contained in such report fairly presents, in all material respects, the financial condition of the Company at the end of such period and the results of operations of the Company for such period.

          This Certificate is given pursuant to 18 U.S.C. § 1350 and for no other purpose.

Dated: October 15, 2004	/s/ Craig C. Sturken
	Craig C. Sturken Chairman, President and Chief Executive Officer
Dated: October 15, 2004	/s/ David M. Staples
	David M. Staples Executive Vice President and Chief Financial Officer

          A signed original of this written statement has been provided to Spartan Stores, Inc. and will be retained by Spartan Stores, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.