Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On November 4, 2009, at the 2009 Annual Meeting of Shareholders of Winn-Dixie Stores, Inc. (the "Company"), the shareholders approved the Winn-Dixie Stores, Inc. Fiscal 2010 Equity Incentive Plan (the "2010 Plan"), effective immediately.

A description of the material terms of the 2010 Plan is set forth under the heading "Proposal 2 - Approval of the Winn-Dixie Stores, Inc. Fiscal 2010 Equity Incentive Plan" in the Company's proxy statement filed with the Securities and Exchange Commission on September 21, 2009, which description is hereby incorporated into this Item 5.02(e) by reference. The 2010 Plan is also incorporated by reference in Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 Winn-Dixie Stores, Inc. Fiscal 2010 Equity Incentive Plan, filed as Appendix A to the Company's proxy statement dated September 21, 2009, and incorporated herein by reference.

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