2003 Committee Charter : WIN

Corporate Governance

Charter of the Nominating and Corporate Governance Committee of the Board of Directors of Winn-Dixie Stores, Inc.

The purpose of the nominating and corporate governance committee is to provide assistance to the board of directors in fulfilling its oversight of (a) board and committee composition, as well as the practices through which the business of the board is conducted, (b) our governance principles, the charters for all committees of the board of directors, our articles of incorporation, bylaws, code of conduct and other compliance policies and other relevant Company policies and procedures (collectively, our "Governance Practices"), and (c) director educational programs and compensation. The committee also provides reviews and approves the disclosures relating to corporate governance in our Form 10-K and proxy statement.

Responsibilities of the Committee

Oversight of Board Composition and Practices

Director Recruitment: The nominating and corporate governance committee, with the advice of the chairman of the board of directors (the "Chair"), determines the processes through which potential board nominees will be identified, reviews nominee qualifications and makes recommendations to the board of directors. Nominees are selected based upon the criteria established in our governance principles. The committee ensures that appropriate due diligence is conducted relating to the character and background of each prospective nominee.

Board Size and Operations: As part of its consideration of director nominees, the committee regularly reviews and confers at least annually with the Chair as to the proper size of the board of directors. The board currently consists of 11 members. The board should be small enough to allow for full participation and an exchange of diverse viewpoints, yet large enough to allow for well-functioning committees. We currently believe that the appropriate size for our board of directors is between 10 and 13 directors.

Committee Assignments: The nominating and corporate governance committee, with the advice of the Chairman, makes recommendations to the board of directors regarding committee membership and committee chairs. These recommendations are made based on the criteria established in our governance principles and the further membership requirements established in the charters of each committee.

Independence and Other Qualifications: The nominating and corporate governance committee supervises the interpretation of our independence criteria, as set forth in our governance principles, and at least annually makes a recommendation to the board of directors regarding the independence of each director (to be ratified by the audit committee until such time as all members of the nominating and corporate governance committee are determined to be independent). The committee makes an annual recommendation to the board of directors regarding the certification of one or more members of the audit committee as financial experts, consistent with applicable legal requirements. In addition, the committee is responsible for overseeing the investigation of all potential violations by a member of the board of directors of our code of conduct. The committee makes a recommendation to the board as to whether a violation has occurred and what the appropriate response, if any, should be. Consistent with our governance principles, the unanimous approval of the committee and of the board of directors is required in order to waive any provision of the code of conduct for any member of the board.

Oversight of Governance Practices

At least annually, the nominating and corporate governance committee conducts a comprehensive review of all of our Governance Practices, and all related documentation, and makes recommendations to the board of directors for suggested amendments or enhancements. The committee ensures that the Governance Practices comply with applicable law and the NYSE listing standards (the "NYSE Standards"). As part of that review, the committee makes recommendations to the Chair on all aspects of board practices, including the number and length of board and committee meetings, the appropriateness of mandatory tenure limits and/or retirement ages for directors and other board business practices.

Oversight of Director Educational Programs and Compensation

Programs: The nominating and corporate governance committee oversees all programs relating to board of director evaluation practices, as well as director orientation, education and compensation. The committee prepares the forms for all annual evaluations, reviews all completed evaluations and reports its findings to the Chair and the board of directors as a whole. Director orientation and educational programming is also reviewed annually by the committee, which then recommends changes, if any, to the Chair and the board of directors.

Compensation: The nominating and corporate governance committee reviews and determines our strategy with regard to director compensation at least annually, and reviews and determines our director compensation programs to confirm they are effective and consistent with our strategy.

Membership of the Committee

Composition: The nominating and corporate governance committee is composed of no less than three directors, one of which serves as chair, appointed by the board of directors upon the recommendation of the nominating and corporate governance committee. All members of the nominating and corporate governance committee must be certified as independent pursuant to our governance principles (within the time period provided therein) and as required under applicable law and the NYSE Standards. In addition, each member should have experience, in the opinion of the committee and as approved by the board of directors, that qualifies him or her to evaluate director candidates, make recommendations on corporate governance and carry out the other functions of the committee.

Tenure: Committee members may be appointed and removed as provided in our governance principles.

Meetings of the Committee

Meetings: The nominating and corporate governance committee meets at least three times each year in conjunction with the all quarterly board of directors meetings other than the October meeting held in conjunction with the annual shareholders' meeting.

Executive Session: The nominating and corporate governance committee regularly meets in separate executive sessions, without representatives of Company management, with our senior vice president, legal and our director of compliance.

Management Staffing: The primary senior management liaison to the nominating and corporate governance committee is the senior vice president, legal. In addition, the director of compliance and the attorney responsible for SEC compliance attend meetings of the committee. The CEO and chief operating officer are also invited to all committee meetings.

Authority of the Committee

Authority and Delegation: With regard to all matters described in this charter as being within the authority of the nominating and corporate governance committee, rather than those matters in which the committee makes recommendations to the board of directors, the committee has the full power and authority to act on behalf of the board. On all matters other than the recommendation of a prospective director nominee to the board, determinations of director independence and certifications of financial experts, the committee may delegate all of its powers and authority to the committee chair, acting individually or with one or more other committee members.

Outside Advisors: The nominating and corporate governance committee has the authority to retain legal, financial or other advisors as it deems appropriate. In the event that the committee determines in its sole authority to retain any such advisors, including a search firm to assist in the recruitment of potential directors, the committee has the sole authority to approve the firms' fees and other terms of retention. The committee has not in the past retained advisory firms, and although it retains final decision-making authority, the committee would notify with the Chair before retaining any search firm.

Evaluations: At least once each year, each member of the nominating and corporate governance committee will prepare an evaluation of the committee. Evaluations will be in writing and will be reviewed by the chair of the committee, who will discuss evaluation results with the Chair.

Charter Review: At least once each year, the nominating and corporate governance committee will review this charter and recommend changes, if any, to the Chair.

Approved April 23, 2003