EXHIBIT (10)a

SUPERVALU INC.
1983 EMPLOYEE STOCK OPTION PLAN

1. PURPOSE. The purpose of this Plan is to promote the interests of SUPERVALU INC., a Delaware corporation (the "Corporation"), and its stockholders by encouraging selected key salaried management employees of the Corporation, and members of the Board of Directors who are not also employees of the Corporation, to invest in shares of the Corporation's Common Stock with the increased personal interest and effort in the continued success and progress of the business that stock ownership can produce, and by providing additional means of attracting and retaining competent executive personnel and directors.

2. ADMINISTRATION; GRANTING OF OPTIONS. The Plan shall be administered by the Board of Directors of the Corporation.

The Board of Directors shall have full authority in its discretion, but subject to the express provisions of the Plan, to:

(a) determine the purchase price of the Common Stock covered by each option;

(b) determine the persons to whom and the time or times at which options shall be granted;

(c) determine the number of shares to be subject to each option;

(d) determine terms and provisions (and amendments thereof) of the respective option agreements (which need not be identical), including such terms and provisions (and amendments) as shall be required in the judgment of the Board to conform to any law or regulation applicable thereto;

(e) determine which options shall be Incentive Stock Options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code");

(f) accelerate the time at which all or any part of an option may be exercised;

(g) modify or amend any outstanding option agreement subject to the consent of optionee;

(h) interpret the Plan and prescribe, amend and rescind rules and regulations relating to it;

(i) make all other determinations deemed necessary or advisable for the administration of the Plan.

All decisions, determinations and selections made by the Board of Directors on the foregoing matters shall be conclusive.

The granting of an option pursuant to the Plan shall be effective only when an option is duly awarded to an employee or director by the Board of Directors.

The Executive Committee of the Corporation, in addition to and not to the exclusion of the Board of Directors of the Corporation, is authorized to exercise all of the powers authorized and conferred by the Plan on the Board of Directors other than the power under Section 12 of this Plan to terminate and amend the Plan.

The Board of Directors may also authorize, at any time, the formation of a Stock Option Committee (the "Committee"), consisting of three or more members appointed from time to time by the Board, which Committee would have authority to exercise the powers conferred on the Board under the Plan, other than the power under Section 12 herein to terminate and amend the Plan. In addition, the Board of Directors may authorize, at any time, the Chief Executive Officer of the Corporation to extend the period of exercise of certain Incentive Stock Options and non-incentive (non-qualified) stock options in accordance with the provisions set forth in the option agreement.

3. ELIGIBILITY; FACTORS TO BE CONSIDERED IN GRANTING STOCK OPTIONS. Incentive Stock Options may be granted only to key salaried management employees (which term, as used herein, includes officers) of the Corporation and of its present and future subsidiary corporations. Options which do not qualify as Incentive Stock Options may be granted to key salaried management employees of the Corporation and of its present and future subsidiary corporations and to members of the Board of Directors of the Corporation who are not also employees of the Corporation or one of its subsidiaries ("Non-Employee Directors"), provided, however, that options shall be granted to Non-Employee Directors only pursuant to Section 7 hereof.

In determining the employees to whom options shall be granted and the number of shares to be covered by each such option, the Board of Directors may take into account the nature of the services rendered by the respective employees, their present and potential contributions to the success of the Corporation and such other factors as the Board of Directors, in its discretion, shall deem relevant.

Subject to the provisions of Section 10 herein, an employee who has been granted an option under the Plan or under any prior stock option plan of the Corporation may be granted an additional option or options under the Plan if the Board of Directors shall so determine.

4. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided in Section 11 herein:

(a) the stock to be offered under the Plan shall be shares of the Corporation's authorized Common Stock, par value $1.00 per share, which may be either shares reacquired and held in the treasury of the Corporation or authorized but unissued shares; and

(b) the aggregate number of shares which may be issued under all options granted pursuant to the Plan shall be 4,500,000 shares.

Shares subject to, but not issued under, any option terminating or expiring for any reason prior to exercise thereof in full shall again be available for other options thereafter granted under the Plan.

5. TERM OF PLAN AND OF EACH OPTION AGREEMENT; EXERCISE OF OPTIONS. The period during which options may be granted under the Plan shall expire February 7, 1999. The term of each option so granted shall expire not more than ten years from the date the option is granted.

The Board of Directors may determine at the time of granting whether each such option is exercisable in full, in part from time to time or in installments, which may be cumulative from year to year during such term to the extent not exercised in a prior year; provided, however, that notwithstanding the foregoing, from and after a Change of Control (as hereinafter defined), all options granted under the Plan, including options granted to Non-Employee Directors pursuant to Section 7 hereof, shall become immediately exercisable to the full extent of the original award. As used herein, "Change of Control" shall mean any of the following events:

(i) the acquisition by any individual, entity or group (within the meaning of Section 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 (A) the then outstanding shares of common stock of the Corporation or (B) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors; provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control; (A) any acquisition

directly from the Corporation or (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation; or

(ii) the consummation of any merger or other business combination of the Corporation, sale or lease of the Corporation's assets or combination of the foregoing transactions (the "Transactions") other than a Transaction immediately following which the shareholders of the Corporation and any trustee or fiduciary of any Corporation employee benefit plan immediately prior to the Transaction own at least 60% of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser or lessee of the Corporation's assets; or (C) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; or

(iii) within any 24 month period, the persons who were directors immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board of Directors of the Corporation or the board of directors of a successor to the Corporation. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board of Directors of the Corporation by, or on the recommendation of or with the approval of, at least three-fourths of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change of Control or engage in a proxy or other control contest); or

(iv) such other event or transaction as the Board of Directors of the Corporation shall determine constitutes a Change of Control.

Options granted under this Plan need not be identical with respect to the terms of exercise thereof. Subject only to the foregoing limitations, options may be exercised in whole at any time or in part from time to time during the option term by serving written notice of exercise on the Corporation, accompanied by payment of the purchase price.

The Board of Directors or the Committee, as the case may be, may grant "restoration" options, separately or together with another option, pursuant to which, subject to the terms and conditions established by the Board of Directors or the Committee, as the case may be, and any applicable requirements of Rule 16b-3 promulgated under the Exchange Act or any other applicable law, the optionee would be granted a new option when the payment of the exercise price of the option to which such "restoration" option relates is made by the delivery of shares of the Corporation's Common Stock owned by the optionee, as described in
Section 6 hereof, which new option would be an option to purchase the number of shares not exceeding the sum of

(a) the number of shares of the Corporation's Common Stock tendered as payment upon the exercise of the option to which such "restoration" option relates, (b) the number of shares of the Corporation's Common Stock, if any, tendered as payment of the amount to be withheld under applicable income tax laws in connection with the exercise of the option to which such "restoration" option relates, as described in Section 14 hereof, and (c) the number of shares of the Corporation's Common Stock, if any, previously owned by the optionee that are tendered as payment for additional tax obligations of the optionee in connection with the exercise of the option to which such "restoration" option relates, as described in Section 14 hereof. "Restoration" options may be granted with respect to options previously granted under this Plan or any prior stock option plan of the Corporation, and may be granted in connection with any option granted under this Plan (other than an option granted to a Non-Employee Director pursuant to Section 7 hereof) at the time of such grant. The purchase price of the Common Stock under each such new option, and the other terms and conditions of such option, shall be determined by the Board of Directors or the Committee, as the case may be, consistent with the provisions of the Plan.

6. OPTION PRICES. Except with respect to options granted to Non-Employee Directors pursuant to Section 7 hereof, the purchase price of the Common Stock under each option shall be determined by the Board of Directors, but shall not be less than 100% of the fair market value of the Common Stock at the time of granting the option as found by the Board.

The purchase price of the shares as to which an option shall be exercised shall be paid in full in cash at the time of exercise as shall be provided in the option agreement, and any optionee, without limitation, shall also be entitled to pay the exercise price by tendering to the Corporation shares of the Corporation's Common Stock, previously owned by the optionee, having a fair market value on the date of exercise equal to the option price (or the portion thereof not paid in cash).

7. OPTIONS TO NON-EMPLOYEE DIRECTORS. The Board of Directors or the Committee, as the case may be, shall issue options which do not qualify as Incentive Stock Options to Non-Employee Directors in accordance with this
Section 7.

Each Non-Employee Director serving on the Corporation's Board of Directors immediately following the Annual Meeting of Stockholders of the Corporation on June 30, 1992 shall be granted, as of June 30, 1992, an option to purchase 3,000 shares of Common Stock. Each Non-Employee Director first elected or appointed to the Corporation's Board of Directors after June 30, 1992 and during the term of the Plan shall be granted, as of the date of such Director's first election or appointment to the Board of Directors, an option to purchase 3,000 shares of Common Stock. After the initial grant to each Non-Employee Director as set forth above in this Section 7, each such Director shall be granted during the term of the Plan, as of the date of the

Corporation's Annual Meeting of Stockholders in each even-numbered year, if such Director's term of office continues after such Annual Meeting, an option to purchase 3,000 shares of Common Stock.

Each option granted to a Non-Employee Director pursuant to this Section 7 shall have an exercise price equal to the fair market value of the shares of Common Stock as of the date of grant and shall expire on the tenth anniversary of the date of grant. "Restoration" options may not be granted to any Non-Employee Director. This Section 7 shall not be amended more than once every six months other than to comport with changes in the Code, the Employee Retirement Income Security Act or the rules and regulations thereunder.

8. ADDITIONAL TERMS. Options granted under the Plan shall not be affected by any change of duties or position so long as the optionee continues to be an employee of the Corporation or of a subsidiary (or continues to be a Director of the Corporation in the case of any Non-Employee Director). Each option agreement may contain such provisions as the Board of Directors shall approve with reference to the effect of approved leaves of absence, provided that with respect to Incentive Stock Options such provisions conform to the requirements of the Code.

Nothing in the Plan or in any option granted pursuant thereto shall confer on any person any right to continue in the employ of the Corporation or of any of its subsidiaries (or to continue as a Director of the Corporation in the case of any Non-Employee Director) or affect, in any way, the right of the Corporation or any of its subsidiaries to terminate his employment (or to terminate his directorship in the case of any Non-Employee Director) at any time.

No optionee, who is an employee of the Corporation at the time of grant, may be granted any option or options for more than 250,000 Shares (subject to adjustment as provided for in Section 11), taking into account all such awards granted by the Corporation pursuant to any of its stock compensation plans, in any calendar year period beginning with the period commencing January 1, 1997. The foregoing annual limitation specifically includes the grant of any options representing "qualified performance-based compensation" within the meaning of
Section 162(m) of the Code.

9. DEATH; OTHER TERMINATION OF EMPLOYMENT OR DIRECTORSHIP. Each option agreement shall include provisions governing the disposition of an option in the event of the retirement, disability, death or other termination of the employment or directorship of an optionee with the Corporation or an Affiliate.

10. INCENTIVE STOCK OPTIONS. Except with respect to options granted to Non-Employee Directors pursuant to Section 7 hereof, the Board of Directors is hereby authorized to determine, upon the granting of each option, whether such option shall be

an Incentive Stock Option under Section 422 of the Code or shall be an option which is not an Incentive Stock Option under Section 422. For Incentive Stock Options granted before January 1, 1987, the aggregate fair market value of the stock (determined as of the time the Incentive Stock Option is granted) covered under all Incentives Stock Options granted (under this Plan and all other incentive stock option plans of the Corporation or any subsidiary), in any calendar year, shall not exceed $100,000 plus any unused limit carry-over (as provided under former Section 422(c)(4) of the Code effective for options granted before January 1, 1987). For Incentive Stock Options granted after December 31, 1986, the aggregate fair market value (determined at the time the Incentive Stock Option is granted) of the stock with respect to which all Incentive Stock Options are exercisable for the first time by an employee during any calendar year (under all plans described in subsection (b) of Section 422 of the Code of his employer corporation and its parent and subsidiary corporations) shall not exceed $100,000.

11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. Notwithstanding any other provision of the Plan, the Board of Directors may adjust the number and class of shares subject to each outstanding option and the option prices in the event of changes in the outstanding Common Stock of the Corporation by reason of stock dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares and the like. In the event of any such change in the outstanding Common Stock of the Corporation, the aggregate number and class of shares available under the Plan shall be appropriately adjusted by the Board of Directors, whose determination shall be conclusive.

12. TERMINATION AND AMENDMENT. The Plan may be terminated, modified or amended by the stockholders of the Corporation.

Subject to Section 7 hereof, the Board of Directors of the Corporation may also terminate the Plan or make such modifications or amendments thereof as it shall deem advisable, or to conform to any change in any law or regulation applicable thereto; provided, however, that the Board of Directors may not, without further approval by the holders of a majority of the outstanding stock of the Corporation having general voting power, make any modification or amendment which operates:

(a) to make any material change in the class of employees eligible to receive Incentive Stock Options as defined in Section 3 above; and

(b) to increase the total number of shares for which options may be granted under the Plan, except as resulting from the operation of Section 11 above.

No termination, modification or amendment of the Plan may, without the consent of the employee to whom any option shall theretofore have been granted, adversely affect the rights of such employee under such option.

13. EFFECTIVE DATE OF PLAN. The Plan shall become effective February 23, 1983, subject to approval by the shareholders of the Corporation within 12 months thereafter.

14. TAX WITHHOLDING AND PAYMENT. Subject to such rules as the Board of Directors or the Committee may adopt not inconsistent with the provisions of the Plan:

(a) At any time when an optionee is required to pay the Corporation an amount required to be withheld under applicable income tax laws in connection with the exercise of an option which does not qualify as an Incentive Stock Option under Section 422 of the Code, the optionee may elect to deliver to the Corporation or have the Corporation retain from the distribution, shares of Common Stock to satisfy this obligation in whole or in part (an "Election"). In addition to amounts required to be withheld to pay applicable taxes, subject to such terms and conditions as the Committee shall determine in its sole and absolute discretion, the Committee may permit an optionee to elect to deliver to the Corporation shares of Common Stock (other than shares of Common Stock issuable upon exercise of the option) with a fair market value equal to the amount of such additional federal and/or state income taxes imposed on the optionee in connection with the exercise of the option. The shares to be withheld or delivered shall be valued at 100% of the fair market value of the shares on the date that the amount of tax required to be paid shall be determined (the "Tax Date"). Fair market value of the shares shall equal the mean of the opening and closing trade prices of the shares as reported on the New York Stock Exchange on the Tax Date, or, if no trading in the shares occurs on the Tax Date, on the immediately preceding trading date.

(b) Each Election must be made prior to the Tax Date. The Board or the Committee may disapprove of any Election, may suspend or terminate the right to make Elections, may limit the amount of any Election, may provide at the time of grant with respect to any option that the right to make Elections shall not apply to such option and may make rules concerning the required information to be included in any Election. An Election is irrevocable.

(c) The Election may be made in an amount equal to the amount of tax required by law to be withheld with respect to the option exercise. Any fractional share withholding amount must be paid in cash.

(d) If an optionee makes an Election and the optionee's Tax Date is deferred for six months from the date of exercise of the option, the optionee will initially receive the full amount of the shares, but will be unconditionally obligated to surrender to the Corporation on the Tax Date the proper number of shares to satisfy the withholding obligation, plus cash for any remainder of the withholding obligation including any fractional shares withholding amount.

(e) Optionees who are "officers" or "directors" of the Corporation, as those terms are used in Section 16(b) of the Exchange Act, may only make an Election in compliance with the rules established by the Board or the Committee to comply with Section 16(b).

EXHIBIT (10)b

SUPERVALU INC.
LONG-TERM INCENTIVE PLAN

SECTION I. ESTABLISHMENT

On February 12, 1992, the Board of Directors of SUPERVALU INC. (the "Company"), upon recommendation by the Compensation and Stock Option Committee (the "Committee"), approved an incentive plan for executives as described herein, which plan shall be known as the "SUPERVALU INC. Long-Term Incentive Plan" (the "Plan"). The Plan shall be submitted for approval by the stockholders of the Company at the 1992 annual meeting of stockholders. The Plan shall be effective as of February 12, 1992, subject to its approval by the stockholders of the Company, and no shares shall be issued pursuant to the Plan until after the Plan has been approved by the stockholders of the Company.

SECTION II. PURPOSE

The purpose of the Plan is to advance the interests of the Company and its stockholders by attracting and retaining key employees, and by stimulating the efforts of such employees to contribute to the continued success and progress of the business. The Plan is further intended to provide such employees with an opportunity to increase their ownership of the Company's common stock with the increased personal interest in the long-term success of the business that such stock ownership can produce.

SECTION III. ADMINISTRATION

3.1 Composition of the Committee. The Plan shall be administered by the Committee, which shall consist of members appointed from time to time by the Board of Directors and shall be comprised of not less than such number of directors as shall be required to permit the Plan to satisfy the requirements of Rule 16b-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any successor rule or regulation ("Rule 16b-3"). All members of the Committee shall be members of the Board of Directors of the Company who are "disinterested persons" within the meaning of Rule 16b-3. To the extent required by Section 162(m) of the Internal Revenue Code of 1986, as amended (such statute, as it may be amended from time to time and all proposed, temporary or final Treasury Regulations promulgated thereunder shall be referred to as the "Code"), the Committee administering the Plan shall be composed solely of "outside directors" within the meaning of Section 162(m) of the Code.

3.2 Power and Authority of the Committee. The Committee shall have full power and authority, subject to all the applicable provisions of the Plan and applicable law, to (a) establish, amend, suspend or waive such rules and regulations and appoint such agents as it deems necessary or advisable for the proper administration of the Plan, (b) construe, interpret and administer the Plan and any instrument or agreement relating to, or Award (as defined below in
Section 4.2) made under, the Plan, and (c) make all other determinations and take all other actions necessary or advisable for the administration of the Plan. Unless otherwise expressly provided in the Plan, each determination made and each action taken by the Committee pursuant to the Plan or any instrument or agreement relating to, or Award made under, the Plan shall be (x) within the sole discretion of the Committee, (y) may be made at any time and (z) shall be final, binding and conclusive for all purposes on all persons, including, but not limited to, holders of Awards, and their legal representatives and beneficiaries, and employees of the Company or of any "Affiliate" of the Company. For purposes of the Plan and any instrument or agreement relating to, or Award made under, the Plan, the term "Affiliate" shall mean any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company and any entity in which the Company has a significant equity interest, in each case as determined by the Committee in its sole discretion.

3.3 Delegation. The Committee may delegate its powers and duties under the Plan to one or more officers of the Company or any Affiliate or a committee of such officers, subject to such terms, conditions and limitations as the Committee may establish in its sole discretion; provided, however, that the Committee shall not delegate its power to amend the Plan as provided in Section XI hereof and shall not delegate its power to make determinations regarding officers or directors of the Company or any Affiliate who are subject to Section 16 of the Exchange Act.

SECTION IV. ELIGIBILITY AND PARTICIPATION

4.1 Eligibility. The Plan is unfunded and is maintained by the Company for a select group of management or highly compensated employees. In order to be eligible to participate in the Plan, an employee of the Company or of its Affiliates must be selected by the Committee. In determining the employees who will participate in the Plan, the Committee may take into account the nature of the services rendered by the respective employees, their present and potential contributions to the success of the Company and such other factors as the Committee, in its sole discretion, shall deem relevant. A director of the Company or of an Affiliate who is not also an employee of the Company or an Affiliate shall not be eligible to participate in the Plan.

4.2 Participation. The Committee shall determine the employees to be granted an award opportunity (the "Award"), the amount of each Award, the time or times when Awards will be made, the period of time over which such Awards are intended to be earned, and all other terms and conditions of each Award. The provisions of the Awards need not be

the same with respect to any recipient of an Award (the "Participant") or with respect to different Participants. The Committee's decision to approve an Award to an employee in any year shall not require the Committee to approve a similar Award or any Award at all to that employee or any other employee or person at any future date. The Company and the Committee shall not have any obligation for uniformity of treatment of any person, including, but not limited to, Participants and their legal representatives and beneficiaries and employees of the Company or of any Affiliate of the Company.

4.3 Award Agreement. Any employee selected for participation by the Committee shall, as a condition of participation, execute and return to the Committee a written agreement setting forth the terms and conditions of the Award (the "Award Agreement"). A separate Award Agreement will be entered into between the Company and each Participant for each Award.

4.4 Employment. In the absence of any specific agreement to the contrary, no Award to a Participant under the Plan shall affect any right of the Company, or of any Affiliate of the Company, to terminate, with or without cause, the Participant's employment at any time.

SECTION V. SHARES SUBJECT TO THE PLAN

5.1 Shares Subject to Plan. Subject to adjustment as provided in Section 5.3 hereof, the maximum number of shares or units equivalent to shares with respect to which Awards may be granted under the Plan shall not exceed in the aggregate 750,000 shares (the "Shares") of the Company's Common Stock, $1.00 par value (the "Common Stock"). The payment of cash dividends or dividend equivalents in conjunction with an Award shall not be counted against the Shares available for grant. Shares to be issued pursuant to the Plan shall be made available from treasury, from authorized but unissued shares of Common Stock, or from shares reacquired by the Company, including shares purchased in the open market. For purposes of this Section V, the maximum number of Shares to which an Award relates shall be counted on the date such Award was made against the aggregate number of Shares available for grant under the Plan.

5.2 Reacquired Shares. If any Shares to which an Award relates are forfeited, or if an Award is otherwise canceled or terminated or expires without delivery of the maximum number of Shares (or cash for the maximum number of Shares) to which such Award relates, then the number of Shares with respect to such Award, to the extent of any such forfeiture, cancellation, termination or expiration, shall again be available for grant under the Plan.

5.3 Adjustments Upon Chances In Capitalization. In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Common Stock, other securities or other property), stock split, reverse stock split, reorganization, recapitalization, merger, consolidation, combination, split-up, spin-off,

repurchase or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event affects the Common Stock such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee may make such adjustments, if any, as it may deem appropriate in the aggregate number of and class of Shares (or other securities or other property) issuable pursuant to Section 5.1 and pursuant to any outstanding Award under the Plan. The Committee's determination of such adjustments shall be final, binding and conclusive.

SECTION VI. AWARDS

6.1 General. The Committee shall determine the Award or Awards to be made to each Participant, and each Award shall be subject to the terms and conditions of the Plan and the applicable Award Agreement. An Award may be made in the form of Shares or in the form of units equivalent to Shares (the "Stock Units"). Awards may be granted singly or in combination, or in addition to, in tandem with or in substitution for any grants or rights under any employee or compensation plan of the Company or of any Affiliate. All or part of an Award may be subject to conditions and forfeiture provisions established by the Committee, and set forth in the Award Agreement, which may include, but are not limited to, continuous service with the Company or an Affiliate, achievement of specific business objectives, and other measurement of individual, business unit or Company performance.

6.2 Award of Shares. If an Award is granted in the form of Shares, certificates representing the Shares shall be issued in the name of the Participant, but may be retained in the custody of the Company and may be legended to indicate restriction on transferability ("Restricted Stock") until the Participant has met designated performance and/or length of employment requirements, if any, and the determination of the number of Shares, if any, that are to be forfeited pursuant to the terms of the Award is made. Until such time as all restrictions are removed, Restricted Stock shall not be transferable.

6.3 Award of Stock Units. If an Award is granted in the form of Stock Units, no certificates shall be issued with respect to such Stock Units, but the Company shall maintain a bookkeeping account in the name of the Participant to which the Stock Units shall relate. Each Stock Unit shall represent the right to receive a payment of one Share, or cash of equivalent value to the "fair market value" of the Company's Common Stock at the time payment is made, or a continuing Stock Unit, or other Awards, or a combination thereof, with such restrictions and conditions as the Committee may determine in its sole discretion, including, but not limited to, the restriction of such Shares as Restricted Stock. For purposes of the Plan, "fair market value" shall be determined by such methods or procedures as may be established from time to time by the Committee in its sole discretion.

6.4 Voting Rights, Dividends and Dividend Equivalents. The Committee, in its sole discretion, may provide that Awards of Shares may contain voting rights and may earn

dividends and that any Award may earn dividend equivalents. Such dividends or dividend equivalents may be paid currently or may be credited to an account established by the Committee under the Plan in the name of the Participant. Any crediting of dividend or dividend equivalents may be subject to such restrictions and conditions as the Committee may establish in its sole discretion, including reinvestment in additional shares or share equivalents.

6.5 Payment of Awards. Payment of Awards may be made at such times, with such restrictions and conditions, and in such forms (cash, stock, including Restricted Stock, Stock Units, other Awards, or combinations thereof) as the Committee in its sole discretion may determine at the time of grant of the Awards.

6.6 Securities Matters. No Shares shall be issued under the Plan prior to such time as counsel to the Company shall have determined that the issuance and delivery of such Shares will not violate any federal or state securities or other laws. Participants may be required by the Company, as a condition to the grant of an Award or the issuance of Shares under the Plan, to agree in writing that all Shares to be acquired pursuant to the Plan shall be held for his or her own account without a view to any further distribution thereof, that the certificates for the Shares shall bear an appropriate legend to that effect, and that such Shares will not be transferred or disposed of except in compliance with applicable federal and state laws. The Company may, in its sole discretion, defer the effectiveness of any Award or the payment of any Award under the Plan in order to allow the issuance of Shares pursuant thereto to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended, of any Shares to be issued under the Plan or to effect similar compliance under any state law. If Shares are traded on a securities exchange, the Company shall not be required to deliver to the Participant certificates representing any Shares unless and until such Shares have been admitted for trading on such securities exchange.

6.7 Qualified Performance -Based Compensation. From time to time, the Committee may designate an Award granted pursuant to the Plan as an award of "qualified performance-based compensation" within the meaning of Section 162(m) of the Code (hereinafter referred to as a "Performance-Based Award(s)"). Notwithstanding any other provision of the Plan to the contrary, the following additional requirements shall apply to all Performance-Based Awards made to any Participant under the Plan:

(a) Any Performance-Based Award shall be null and void and have no effect whatsoever unless these amendments to the Plan, to the extent required by the Code, shall have been approved by the stockholders of the Company at the 1997 annual meeting of stockholders.

(b) For purposes of Section 162(m) of the Code, the only employees eligible to receive Performance-Based Awards shall be the employee's identified in Section 4.1 hereof.

(c) The right to obtain Restricted Stock or the right to have a Stock Unit become payable in any fashion pursuant to a Performance-Based Award shall be determined solely on account of the attainment of one or more preestablished, objective performance goals for a performance period selected by the Committee at the time of the grant of the Performance-Based Award. Such goals shall be based solely on one or more of the following business criteria, which may apply to the individual in question, an identifiable business unit or the Company as a whole: stock price, market share, sales, earnings per share, profitability targets as measured by return ratios, cumulative total return to shareholders, consolidated pre-tax earnings, net revenues, net earnings, operating income, earnings before interest and taxes, and cash flow, for the applicable performance period based on absolute Company or business unit performance and/or performance as compared to a pre-selected peer group of companies or external financial index, all as computed in accordance with generally accepted accounting principles as in effect from time to time and as applied by the Company in the preparation of its financial statements and subject to such other special rules and conditions as the Committee may establish at any time ending on or before the 90th day of the applicable performance period. The foregoing shall constitute the sole business criteria upon which the performance goals under this Plan shall be based.

(d) The maximum number of Shares, whether or not in the form of Restricted Stock, which may be issued to any Participant pursuant to any Performance-Based Award in any calendar year period beginning with the period commencing January 1, 1997, shall not exceed 50,000 shares (subject to adjustment as provided for in Section 5.3).

(e) Not later than 90 days after the beginning of each performance period selected by the Committee for a Performance-Based Award, it shall:

(i) designate all Participants for such performance period; and

(ii) establish the objective performance factors for each Participant for that performance period on the basis of one or more of the business criteria set forth herein.

(f) Following the close of each performance period and prior to payment of any amount to any Participant under a Performance-Based Award, the Committee must certify in writing as to the attainment of all factors (including the performance factors for a Participant) upon which any payments to a Participant for that performance period are to be based.

(g) Each of the foregoing provisions and all of the other terms and conditions of the Plan as it applies to any Performance-Based Award shall be interpreted in such a fashion so as to qualify all compensation paid thereunder as "qualified performance-based compensation" within the meaning of Section 162(m) of the Code.

SECTION VII. TERMINATION OF EMPLOYMENT

Each Award Agreement shall include provisions governing the disposition of an Award in the event of the retirement, disability, death or other termination of a Participant's employment with the Company or an Affiliate.

SECTION VIII. CHANGE IN CONTROL

Notwithstanding any other provision in the Plan to the contrary, at the time of the grant of an Award, the Committee may determine to include provisions in such Award providing that upon the occurrence of a "Change in Control," (i) all outstanding Awards (including Restricted Stock and Stock Units) shall immediately become fully vested (which, in the case of any Award which is subject to the achievement of designated performance objectives during a designated performance period, shall mean vested as if all such performance objectives had been achieved at the 100% award level at the end of such performance period) and (ii) all restrictions, conditions and limitations on all Awards (including Restricted Stock and Stock Units) which are outstanding at the time of such "Change in Control" or become outstanding by virtue of the operation of clause (i) hereof shall immediately lapse, provided that the provisions of clauses (i) and (ii) may be subject to such restrictions, conditions and limitations as the Committee may determine at the time of grant of the Award as set forth in the Award Agreement relating thereto.

For purposes of the Plan, "Change in Control" shall mean any of the following events:

1. The acquisition by any individual, entity or group (within the meaning of Section 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 (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control; (A) any acquisition directly from the Company or (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or

2. The consummation of any merger or other business combination of the Company, sale or lease of the Company's assets or combination of the foregoing transactions (the "Transactions") other than a Transaction immediately following which the shareholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own at least 60% of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser or lessee of the Company's assets; or (C) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; or

3. Within any 24 month period, the persons who were directors immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board of Directors of the Company or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board of Directors of the Company by, or on the recommendation of or with the approval of, at least three-fourths of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change of Control or engage in a proxy or other control contest); or

4. Such other event or transaction as the Board of Directors of the Company shall determine constitutes a Change of Control.

SECTION IX. NON-TRANSFERABILITY

Except as otherwise determined by the Committee or set forth in the applicable Award Agreement, no Restricted Stock or Stock Unit, and no right under such Restricted Stock or Stock Unit, shall be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of during the time in which the requirement of continued employment or attainment of performance objectives has not been achieved. Each right under any Award shall be exercisable during the Participant's lifetime only by the Participant or, if permissible under applicable law, by the Participant's legal representatives.

SECTION X. TAXES

In order to comply with all applicable federal or state income, social security, payroll, withholding or other tax laws or regulations, the Company may take such action, and may require a Participant to take such action, as it deems appropriate to ensure that all applicable federal or state income, social security, payroll, withholding or other taxes, which are the sole and absolute responsibility of the Participant, are withheld or collected from such Participant. In order to assist a Participant in paying all or part of the federal and state taxes to be withheld or collected upon receipt or payment of (or the lapse of restrictions relating to) an Award, the Committee, in its sole discretion and subject to such additional terms and conditions as it may adopt, may permit the Participant to satisfy such tax obligation by (a) electing to have the Company withhold a portion of the shares of Common Stock otherwise to be delivered upon receipt or payment of (or the lapse of restrictions relating to) such Award with a fair market value equal to the amount of such taxes or (b) delivering to the Company shares of Common Stock other than the shares issuable upon receipt or payment of (or the lapse of restrictions relating to) such Award with a fair market value equal to the amount of such taxes.

SECTION XI. AMENDMENT AND TERMINATION

11.1 Term of Plan. Unless the Plan shall have been discontinued or terminated as provided in Section 11.2 hereof, the Plan shall terminate on February 11, 2002. No Awards may be granted after such termination, but termination of the Plan shall not alter or impair any rights or obligations under any Award theretofore granted, without the consent of the Participant or holder or beneficiary thereof, except as otherwise provided in the Plan or the Award Agreement.

11.2 Amendments to Plan. Except to the extent prohibited by applicable law and unless otherwise expressly provided in the Plan or an Award Agreement, the Committee may amend, alter, suspend, discontinue or terminate the Plan; provided, however, that notwithstanding any other provision of the Plan or any Award Agreement, without the approval of the stockholders of the Company, no such amendment, alteration, suspension, discontinuation or termination shall be made that, absent such approval:

(a) would cause Rule 16b-3 to become unavailable with respect to the Plan; or

(b) would violate the rules or regulations of any securities exchange that are applicable to the Company.

11.3 Amendments to Awards. Except to the extent prohibited by applicable law and unless otherwise expressly provided in the Plan or an Award Agreement, the Committee may waive any condition of, or rights of the Company under, any outstanding Award, prospectively or retroactively. The Committee may not amend, alter, suspend, discontinue or terminate any outstanding Award, prospectively or retroactively, without the consent of the Participant or holder or beneficiary thereof, except as otherwise provided in the Plan or the Award Agreement.

11.4 Correction of Defects, Omissions and Inconsistencies. Except to the extent prohibited by applicable law and unless otherwise expressly provided in the Plan or an Award Agreement, the Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan, any Award or any Award Agreement in the manner and to the extent it shall deem desirable to carry the Plan into effect.

SECTION XII. MISCELLANEOUS

12.1 Governing Law. The Plan and any Award Agreement shall be governed by and construed in accordance with the internal laws, and not the laws of conflicts, of the State of Minnesota.

12.2 Severability. If any provision of the Plan, any Award or any Award Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan, any Award or any Award Agreement under any law deemed

applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan, the Award or the Award Agreement, such provision shall be stricken as to such jurisdiction, and the remainder of the Plan, any such Award or any such Award Agreement shall remain in full force and effect.

12.3 No Trust or Fund Created. Neither the Plan nor any Award or Award Agreement shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or of any Affiliate.

12.4 Headings. Headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

Amended 4/9/97

EXHIBIT (10)c

AMENDMENTS TO
SUPERVALU INC.
EXECUTIVE DEFERRED COMPENSATION PLANS

The nonqualified deferred compensation plans maintained by SUPERVALU INC. and known as the SUPERVALU Deferred Compensation Plan, as amended, and the SUPERVALU INC. Executive Deferred Compensation Plan II, as amended (collectively the "Plans") shall each be amended to provide for the following:

1. Section 2.1(f) of each of the Plans shall be amended in its entirety to read as follows:

"(f) "Change of Control" means:

(i) the acquisition by any individual, entity or group (within the meaning of Section 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 (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control; (A) any acquisition directly from the Company or
(B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or

(ii) the consummation of any merger or other business combination of the Company, sale or lease of the Company's assets or combination of the foregoing transactions (the "Transactions") other than a Transaction immediately following which the shareholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own at least 60% of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser or lessee of the Company's assets; or (C) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; or

(iii) within any 24 month period, the persons who were directors immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least three-fourths of the directors who then qualified as

Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change of Control or engage in a proxy or other control contest); or

(iv) such other event or transaction as the Board shall determine constitutes a Change of Control."

2. Save and except as herein expressly amended, each of the Plans shall continue in full force and effect.

EXHIBIT (10)d

AMENDED AND RESTATED
SUPERVALU INC. GRANTOR TRUST

This Trust Agreement is made as of this 3rd day of August, 1998, by and between SUPERVALU INC., a Delaware corporation (the "Company"), and Norwest Bank Minnesota, N.A. (the "Trustee"). This Trust Agreement provides for the establishment of a trust to be known as the Amended and Restated SUPERVALU INC. Grantor Trust (hereinafter called the "Trust") to provide a source for payments required to be made under the contracts, agreements and plans listed on Exhibit A as amended from time to time (the "Agreements") between the Company and certain of its key management personnel or members of its Board of Directors who participate in, or are signatories to, the Agreements (the "Participants"). This Trust Agreement is intended to amend and restate the Super Value Stores, Inc. Agreements and Plans Trust.

WITNESSETH:

WHEREAS, the Company wishes to establish the Trust and to transfer to the Trust certain assets to be held therein, subject to the claims of the Company's creditors in the event of the Company's insolvency or bankruptcy, until paid to the Participants in such manner and at such time as specified in this Trust Agreement; and

WHEREAS, it is the intention of the Company to make contributions in addition to the Initial Contribution (as defined below) (such additional contributions are referred to herein as

the "Additional Contributions" and, together with the Initial Contributions, collectively known as "Contributions") to the Trust upon or in anticipation of the occurrence of a Change of Control of the Company;

WHEREAS, Super Valu Stores, Inc., the Company's predecessor, and Norwest Bank Minnesota, N.A., entered into a trust agreement entitled the Super Valu Stores, Inc. Agreement and Plans Trust (the "Prior Trust") as of November 4, 1988;

WHEREAS, Section 10 of the Prior Trust permitted the Prior Trust to be amended prior to the time any "Additional Contribution" (as defined therein) was made, and no such Additional Contribution has heretofore been made;

NOW, THEREFORE, the parties hereto do hereby amend and restate the Prior Trust and agree that the Trust shall be comprised, held and disposed of as follows:

Section 1. Trust Fund

(a) Subject to the claims of its creditors as set forth in Section 5, the Company hereby deposits with the Trustee in trust One Hundred Dollars ($100.00) (the "Initial Contribution") which shall become the initial principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. The Trustee shall have no obligation to invest the Initial Contribution in an interest-bearing account.

(b) The Trust is intended to be a grantor trust, within the meaning of
Section 671 of the Internal Revenue Code of 1986, as amended (the "Code"), and shall be construed

accordingly. The purpose of the Trust is to assure that the Company's obligations to the Participants pursuant to the Agreements are fulfilled. The Trust is not designed to qualify under Section 401(a) of the Code.

(c) The principal of the Trust, and any earnings thereon (such principal, together with any earnings thereon, reduced by any losses and distributions from the Trust and any other reductions thereof, is sometimes referred to herein as the "Trust Assets"), shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. The Participants and their beneficiaries shall not have any preferred claim on, or any beneficial ownership interest in, any of the Trust Assets, and all rights created under the Agreements and this Trust Agreement shall be mere unsecured contractual rights of the Participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors under federal and state law in the event the Company is "Insolvent", as defined in Section 6(a).

(d) Subject to the third sentence of this paragraph, the Trustee shall have full discretion in and sole responsibility for investment, management and control of the Trust Assets. The nature of this Trust is such that the Trustee should only make either (i) short-term investments with a stated maturity of twelve months or less from the date of purchase by the Trustee or (ii) investments in whole life insurance policies. The Trust

Assets shall only be invested in whole life insurance policies, in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest rating from either Moody's Investors Service, Inc. or Standard & Poor's Corporation or a similar rating service, or in certificates of deposit, bank repurchase agreements or bankers acceptances (including those of the Trustee) of commercial banks with capital exceeding $1,000,000,000, the securities of which or the securities of the holding company of which are rated in the highest category by a nationally-recognized credit agency ("Permitted Investments") or in money-market funds which are invested solely in Permitted Investments.

(e) The advisor to the Trust (the "Consulting Firm") shall be Hewitt Associates, or such successor firm of consulting actuaries as the Company shall select prior to a Change of Control, or after a Change of Control, such successor firm of consulting actuaries as the Trustee shall select. It is not intended that the Consulting Firm act in a fiduciary capacity under the Agreements or the Trust.

Section 2. Contributions

(a) The Company may make such Contributions to the Trust as the Board of Directors of the Company deems appropriate from time to time.

(b) As soon as practicable following a Change of Control (as defined in
Section 3(a) hereof), the Consulting Firm shall calculate the maximum aggregate amount due (or potentially due) in the event of a termination of employment or otherwise,

pursuant to each Agreement without regard to any reduction required under such Agreements to avoid any such payment being nondeductible to the Company pursuant to Section 280G of the Code (the aggregate of such amounts for all the Agreements is hereinafter referred to as the "Maximum Amount Payable"). The Consulting Firm shall promptly furnish such calculation to the Company and the Company shall have the obligation to make Additional Contributions to the Trust, and shall make Additional Contributions to the Trust, within three business days of the receipt of such calculation, in an amount equal to the excess (the "Excess"), if any, of the Maximum Amount Payable, plus an amount equal to the estimated total Trust expenses over the life of the Trust (as estimated by the Trustee), over the then fair market value of the Trust Assets; provided, however, that, if a letter of credit shall have been provided to the Trust for all or any part of such amount, the Company may direct the Trustee to draw down such letter of credit in any amount and may credit such amounts drawn down against amounts then due as Additional Contributions or as estimated expenses. If at any later time following a Change of Control a valuation of the Trust Assets occurs pursuant to this Trust Agreement and it is determined by the Consulting Firm that an Excess shall exist, the Company shall promptly contribute such amount to the Trust as is necessary to eliminate the Excess, provided that, if a letter of credit shall have been provided to the Trust for all or any part of such amount, the Company may direct the Trustee to draw down such

letter of credit held by the Trust in any amount and may credit such amount drawn down against the amount so to be contributed.

(c) Anything contained herein in Section 2(b) hereof to the contrary notwithstanding, in the event of a Potential Change of Control (as defined in
Section 3(b) hereof), the Company shall have the obligation to make additional contributions to the Trust in an amount equal to the Excess or direct the Trustee to draw down a letter of credit held by the Trust in such amount. If a Change of Control shall not have occurred within ninety (90) days of a Contribution made pursuant to this Section 2(c) and the Board of Directors adopts a resolution to the effect that, for purposes of this Trust Agreement, a Change of Control is not imminent, any amounts contributed to the Trust pursuant to this Section 2(c), together with any earnings thereon, shall be paid by the Trustee to the Company.

(d) The Company shall make all required Contributions to the Trust in cash, except as provided in Section 2(g) hereof. Alternatively, the Company may at any time provide the Trustee with an irrevocable and unconditional letter of credit sufficient for the Trustee to draw down an amount equal to all or any part of the required Contributions. Following a Change of Control, in the event such a letter of credit has been provided, then the Trust may draw down on such letter of credit at such times as the Trustee deems such a drawdown necessary to meet the Company's obligations pursuant to the Agreements. All Contributions so received (including any cash received on the drawdown of a Letter

of Credit), together with the income therefrom and any increment thereon, shall be held, managed and administered by the Trustee as a single commingled Trust pursuant to the terms of this Trust without distinction between principal and income. Neither the Trustee nor the Consulting Firm shall have any duty to require any Contributions to be made to the Trust by the Company or to determine that a Change of Control or Potential Change of Control has occurred.

(e) Anything in Section 2 to the contrary notwithstanding, the Trustee shall return to the Company, as soon as feasible following the close of each calendar year, the excess, if any, of (i) the then aggregate fair market value of the Trust Assets over (ii) 150% of the Maximum Amount Payable, as determined by the Consulting Firm.

(f) The Company may at any time or from time to time make additional deposits of cash (or property as provided in Section 2(g) below) in the Trust with the Trustee to augment the Trust Assets to be held, administered and disposed of by the Trustee as provided in this Trust Agreement.

(g) In the event that prior to a Change of Control any of the Agreements is funded by the Company in whole or in part through contracts of insurance which are maintained by the Company expressly for the purpose of funding such Agreement and of which the Company is the named beneficiary, then, in lieu of an amount of cash equal to the maximum aggregate amount due pursuant to such Agreement and funded by such contract (as calculated by the Consulting Firm without regard to any reduction

required under such Agreements to avoid any such payment being nondeductible to the Company pursuant to Section 280G of the Code) the Company may transfer and contribute such contracts to the Trust (if permitted to do so under the terms of such contracts, the Company's other contracts and agreements, and applicable law), along with an amount in cash sufficient (as determined by the Consulting Firm) to pay all premiums and charges then owing or reasonably expected to become due by the Company or the Trust in respect of such contracts. In the event any such contract shall lapse, expire or terminate, or the amount of cash contributed to pay future premiums on any contract shall be insufficient, the Company shall promptly contribute an additional amount in cash equal to the maximum aggregate amount due pursuant to the Agreement funded by such contract (as calculated by the Consulting Firm without regard to any reduction required under such Agreements to avoid any such payment being nondeductible to the Company pursuant to Section 280G of the Code) reduced by contribution previously made in respect of such Agreement (other than for the payment of premiums on such contract).

Section 3. Change of Control

(a) For purposes of this Trust Agreement, a "Change of Control" shall mean:

(i) the acquisition by any individual, entity or group (within the meaning of Section 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 (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to

vote generally in the election of directors; provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control; (A) any acquisition directly from the Company or (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or

(ii) the consummation of any merger or other business combination of the Company, sale or lease of the Company's assets or combination of the foregoing transactions (the "Transactions"), other than a Transaction immediately following which the shareholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own at least 60% of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser or lessee of the Company's assets; or (C) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions;

(iii) within any 24 month period, the persons who were directors immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least three-fourths of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change of Control or engage in a proxy or other control contest); or

(iv) such other event or transaction as the Board shall determine constitutes a Change of Control.

(b) For purposes of this Agreement, a Potential Change of Control shall be deemed to have occurred if (i) any third person commences a tender or exchange offer for 20% or more of the then outstanding shares of common stock or combined voting power of the Company's outstanding voting securities (other than a tender or exchange offer which, if consummated, would not result in a Change of Control); (ii) the Company enters into an

agreement, the consummation of which would result in the occurrence of a Change of Control; (iii) any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change of Control; or (iv) the Board of Directors adopts a resolution to the effect that, for purposes of this Trust Agreement, a Change of Control is imminent.

(c) The Company shall have a duty to inform the Trustee whenever, to the knowledge of the Company, a Change of Control or Potential Change of Control has occurred. If any two Participants notify the Trustee in writing that a Change of Control has occurred then, unless, in the opinion of nationally recognized counsel to the Company (which opinion may be based on representations of fact as long as counsel does not know that such representations are untrue) such a Change of Control has not occurred, a Change of Control will be deemed to have occurred for purposes of this Trust Agreement. The Trustee shall notify the Company promptly upon receipt of any notification from a Participant that a Change of Control has occurred.

Section 4. Accounting by the Trustee and Consulting Firm

(a) The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be done, including such specific records as shall be agreed upon in writing between the Company and the Trustee. Within sixty (60) days following the close of each calendar year and within sixty (60) days after the removal

or resignation of the Trustee, the Trustee shall deliver to the Company and the Consulting Firm a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be, and the book and fair market value of any such asset. The Consulting Firm shall send a copy of such written account to each Participant at the address provided by the Company.

(b) As soon as practicable following a Change of Control of the Company, the Consulting Firm shall establish and maintain a memorandum account for each Participant and with respect to each Agreement applicable to the Participant or with respect to which the Participant is a participant (the "Participant's Account"). As soon as practicable following a Change of Control, the Consulting Firm shall calculate the amount which would be due to each Participant pursuant to each Agreement applicable to such Participant or pursuant to which the Participant is a participant upon satisfaction of the conditions (including any termination of employment triggering severance or other benefits under an Agreement) under such Agreement which

give rise to the obligation of the Company to pay such amount to the Participant (the "Agreement Payments"). The Consulting Firm shall credit each Participant's Account with the Agreement Payments and shall debit the Participant's Account with any amounts paid to the Participant with respect to an Agreement by the Company or the Trustee.

(c) The Company shall furnish the Consulting Firm with copies of each Agreement and any and all amendments thereto. The Company will promptly provide the Consulting Firm with a copy of any notice of termination required pursuant to the terms of any of the Agreements with respect to any Participant and will also promptly provide the Consulting Firm with any and all additional information the Consulting Firm reasonably requests or the Company believes would be useful to the Consulting Firm in order to enable the Consulting Firm to determine the amount of Agreement Payments with respect to each Participant and to effect such payment and will promptly update such information as it changes. The Company will use its best efforts to cause each Participant to provide the Consulting Firm with all information that it may reasonably request in order to determine the amount of Agreement Payments with respect to the Participant. The Trustee shall notify the Consulting Firm of any payment made from the Trust to the Participant or the Participant's beneficiaries pursuant to the terms of an Agreement and the Company shall notify the Consulting Firm of any other payment pursuant to the terms of an Agreement, in each case, so that the Consulting Firm may debit the Participant's Account.

(d) All accounts, books and records maintained pursuant to Section 4 shall be opened to inspection and audit at all reasonable times by the Company and on an annual basis, after receipt of the written account described in the next sentence, by the Participants; provided, however, that no Participant shall have access to information about another Participant's Account other than in the normal course of performing his duties as an employee of the Company.

(e) The fair market value of the Trust Assets shall be determined by the Trustee whenever required pursuant to this Trust Agreement, but in any event not less than quarterly. The Trustee may base such determination upon such sources of information as it may deem reliable including, but not limited to, information reported in (i) newspapers of general circulation, (ii) standard financial periodicals or publications, (iii) statistical and valuation services,
(iv) the records of securities exchanges or brokerage firms deemed by the Trustee to be reliable, or any combination thereof. The Trustee shall promptly inform the Consulting Firm of any such valuation.

Section 5. Payments to the Participants

(a) The Trustee shall make payments to the Participants from the Trust Assets, if and to the extent such Trust Assets are available for distribution, in accordance with the provisions of this Trust Agreement, provided that the Company is not Insolvent (as defined in Section 6(a)) at the time any such payment is required to be made.

(b) Subject to Section 5(a) hereof, upon receipt of a "Notice of Qualification" (as defined below) with respect to a Participant (or by the Participant's beneficiary or beneficiaries), the Consulting Firm shall, within five business days of such demand, direct the Trustee to pay the Participant (or such beneficiary or beneficiaries) an amount, in cash, equal to the lesser of the amount the Consulting Firm has determined to be due and payable to the Participant or the then credit balance in the Participant's Account; provided, however, that if the aggregate of the then credit balances in the Participants' Accounts exceeds the then fair market value of the Trust Assets, then the Consulting Firm shall direct the Trustee to pay to the Participant (or the Participant's beneficiary or beneficiaries) the lesser of the amount the Consulting Firm has determined to be due and payable to the Participant or such portion of the credit balance in the Participant's Account which is equal to (a) the full credit balance in the Participant's Account multiplied by (b) a fraction (i) the numerator of which is the then fair market value of the Trust Assets and (ii) the denominator of which is the aggregate of the then credit balances in the Participants' Accounts.

(c) Whenever the Consulting Firm notifies the Trustee that it has received a Notice of Qualification from a Participant or beneficiary, the Trustee shall supply the Consulting Firm with the current fair market value of the Trust Assets within five business days so that the Consulting Firm may make the determination required hereunder. The Trustee shall pay the

Participant (or the Participant's beneficiary or beneficiaries) the amount set forth in the notice from the Consulting Firm within ten calendar days of receiving notice from the Consulting Firm.

(d) For the purposes of this Trust Agreement, a "Notice of Qualification" shall be a written statement by the Participant or the Participant's beneficiary or beneficiaries that states that pursuant to the terms of the Agreement applicable to such Participant or pursuant to which the Participant is a participant, the Participant or the Participant's beneficiary or beneficiaries is entitled to payment thereunder. The Consulting Firm shall make a reasonable good faith determination as to whether the conclusion of the Participant or the Participant's beneficiary or beneficiaries is correct and whether any payment so demanded is proper and correct.

(e) Anything in this Trust Agreement to the contrary notwithstanding, all payments pursuant to this Section 5 may be made without the approval or direction of the Company, shall be made despite any direction to the contrary by the Company and shall be made upon the direction of the Consulting Firm.

(f) If the Trust Assets are not sufficient to make all payments to the Participants required to be made pursuant to the terms of the Agreements, the Company shall pay to each Participant the balance of each such payment as it falls due. If such payments are not made by the Company, and the Trust later contains sufficient Trust Assets to make such payments, they

shall be made from the Trust Assets, together with interest at the rate determined pursuant to Section 1274(d) of the Code (the "Applicable Rate"), subject to the requirements of Sections 5(a) and 5(b) hereof.

Section 6. Trustee Responsibility Regarding Payments to Trust Beneficiary When Company Insolvent

(a) The Company shall be considered "Insolvent" for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they become due, or
(ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code or any similar law of any state.

(b) At all times during the continuance of this Trust, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as hereinafter set forth. The Board and the chief executive officer of the Company shall have the duty to inform the Trustee in writing of the Company's Insolvency. If a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company has become Insolvent, the Trustee shall independently determine, within thirty (30) days after receipt of such notice, whether the Company is Insolvent and, pending such determination, the Trustee shall discontinue payments to the Participants, shall hold the Trust Assets for the potential benefit of the Company's general creditors, and shall resume payments to the Participants in accordance with
Section 5 of this Trust Agreement only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent, if the

Trustee initially determines the Company to be Insolvent). If the Trustee, after the expiration of such thirty (30) days, in good faith and with the advice of such advisors as may be retained pursuant to Section 7 hereof, is unable to determine whether the Company is Insolvent, the Trustee (i) shall so notify the Company and the Consulting Firm in writing (and the Consulting Firm shall promptly notify the Participants and their beneficiaries at the addresses supplied by the Company) and any of the Trustee, the Company or any of the Participants or any of their beneficiaries may apply to any court of competent jurisdiction for a determination, for purposes of this Trust, as to whether or not the Company is Insolvent, and (ii) the Trustee shall thereupon hold the Trust Assets pursuant to the terms of this Trust Agreement pending the determination of such court. Unless the Trustee has actual knowledge, or has received notice from the Company or a person claiming to be a creditor alleging that the Company is Insolvent, the Trustee shall have no duty to inquire whether the Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Company's solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Company's solvency. Nothing in this Trust Agreement shall in any way diminish any rights of a Participant to pursue his rights as a general creditor of the Company with respect to the Agreements or otherwise.

(c) If the Trustee discontinues payments from the Trust to any Participant or beneficiary pursuant to Section 6(b)

and subsequently resumes such payments, the first payment following such discontinuance shall, subject to Sections 5(a) and 5(b) hereof, include the aggregate amount of all payments which would have been made to the Participant or beneficiary (together with interest on the amount delayed at the Applicable Rate) during the period of such discontinuance, less the aggregate amount of payments made to each such Participant or beneficiary by the Company in lieu of the payments provided for hereunder during any such period of discontinuance, as certified to the Trustee by the Consulting Firm.

Section 7. Responsibility of Trustee and the Consulting Firm

(a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone for any action taken pursuant to a direction, request, or approval given by the Company or any Participant contemplated by and complying with the terms of this Trust Agreement.

(b) If the Trustee undertakes or defends any litigation arising in connection with this Trust Agreement, the Company hereby agrees to indemnify the Trustee for its reasonable costs, expenses, and liability (including, without limitation, reasonable attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not

pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust Assets.

(c) The Trustee and the Consulting Firm may consult with legal counsel (who may also be counsel for the Trustee or the Consulting Firm generally) with respect to any of its duties or obligations hereunder, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel.

(d) The Trustee may hire agents, accountants, and financial consultants.

(e) The Trustee is authorized and empowered:

(i) to purchase, hold, sell, invest and reinvest the assets of the Trust, together with income therefrom;

(ii) to hold, manage and control all property at any time forming part of the assets of the Trust;

(iii) to sell, convey, transfer, exchange and otherwise dispose of the assets of the Trust from time to time in such manner, for such consideration and upon such terms and conditions as it shall determine; provided, however, that if the Trust holds an insurance policy, the Trustee may only name the Trust as a beneficiary and can assign the policy only to a successor trust;

(iv) to make payments from the Trust as provided hereunder; and

(v) to exercise all the further rights, powers, options and privileges granted, provided for or vested in trustees generally under applicable federal or State of Delaware law, as amended from time to time, it being intended that, except as herein otherwise provided, the powers conferred upon the Trustee herein shall not be construed as being in limitation of any authority conferred by law, but shall be construed as in addition thereto.

(f) The Trustee in any and all events is authorized and empowered to do all other acts necessary or desirable for the proper administration of the assets of the Trust, as though the

absolute owner thereof, including, but not limited to, authorization and power:

(i) to cause any property of the Trust (including contracts of insurance contributed under Section 2(g)) to be issued, held or registered in the individual name of the Trustee, or in the name of its nominee, or in such form that title will pass by delivery, provided, the records of the Trustee shall indicate the true ownership of such property;

(ii) to employ such agents and counsel as may be reasonably necessary in managing and protecting the Trust assets and to pay them reasonable compensation; and

(iii) to settle, compromise or abandon with the consent of the Company all claims and demands from other than the Participants or the Company in favor of or against the assets of the Trust.

Section 8. Compensation and Expenses of Trustee and Consulting Firm

The Trustee and the Consulting Firm shall each be entitled to receive such reasonable compensation for their services as shall be agreed upon by the Company and the Trustee or the Consulting Firm, as the case may be. The Trustee and the Consulting Firm shall each also be entitled to receive their reasonable expenses incurred with respect to the administration of the Trust, including reasonable counsel fees and fees incurred by the Trustee and the Consulting Firm pursuant to Sections 7(c) and 7(d) of this Trust Agreement. Such compensation and expenses shall be payable by the Company and if not so paid, shall be paid by the Trustee from the Trust Assets. In the event any Trust Assets are used pursuant to the preceding sentence to pay compensation and expenses to the Trustee or Consulting Firm, the Company shall promptly contribute to the Trust any such amount or

direct the Trustee to draw down on a letter of credit held by the Trust in such amount.

Section 9. Resignation and Replacement of Trustee

(a) The Trustee may resign at any time during the term of this Trust by delivering to the Company a written notice of the proposed resignation. The Consulting Firm shall deliver a copy of any such notice to each Participant and beneficiary at the address supplied by the Company. Such resignation shall take effect upon the qualification of a successor Trustee and such successor Trustee commencing to act as such.

(b) In the event that, prior to a Change of Control, the Trustee notifies the Company of its intention to resign, in accordance with the foregoing provisions of this Section 9, the Company shall appoint a successor Trustee which shall be a bank or trust company with an equity capitalization of at least $1 million. In the event that, following a Change of Control, the Trustee notifies the Company of its intention to resign in accordance with the foregoing provision of this Section 9, then the Trustee shall appoint a successor Trustee (subject to the consent of 75% of the Participants in interest) which shall be a bank or trust company with an equity capitalization of at least $1 million. The Trustee hereunder shall thereupon deliver to the successor Trustee all property of this Trust, together with such records and documents as may be reasonably required to enable the successor Trustee to properly administer the Trust, reserving

such funds as it reasonably deems necessary to cover its unpaid bills and expenses, and closing costs.

(c) Upon qualification of a successor Trustee, all right, title and interest of the resigning Trustee in the Trust Assets and all rights and privileges under this Trust Agreement theretofore vested in such resigning Trustee shall vest in the successor Trustee where applicable, and thereupon all future liability of said resigning Trustee shall terminate; provided, however, that the Trustee shall execute, acknowledge and deliver all documents and written instruments which are necessary to transfer and convey the right, title and interest in the Trust Assets, and all rights and privileges to the successor Trustee.

(d) Nothing in this Trust Agreement shall be interpreted as depriving the Trustee or the Company of the right to have a judicial settlement of the Trustee's accounts, and upon any proceeding for a judicial settlement of the Trustee's accounts or for instructions the only necessary parties thereto will be the Trustee and the Company.

Section 10. Amendment or Termination

(a) This Trust Agreement may be amended at any time prior to a Change of Control by a written instrument executed by the Trustee and the Company. Following a Change of Control, the Trust Agreement may not be amended without the approval of each Participant having an interest in the Trust.

(b) This Trust shall be revocable by the Company prior to a Change of Control and may be terminated by the Company prior

thereto. Following a Change of Control, the Trust shall be irrevocable until such time as the Trustee has received a certification (the "Certification") from the Consulting Firm that all liabilities under all the Agreements have been satisfied; provided, however, that, if any payment made from the Trust or to be made pursuant to any of the Agreements is being contested or litigated, the Trust shall remain irrevocable until such contest, litigation or dispute is resolved. Following the later of (i) the Trustee's receipt of a Certification, or (ii) the resolution of all contests, litigations or disputes discussed in the prior sentence, this Trust shall terminate. Upon termination of the Trust any assets remaining in the Trust shall be returned to the Company.

(c) At the termination of the Trust pursuant to Section 10(b), the Trustee shall as soon as practicable, but in any event within ninety (90) days of the date of such termination, transfer to the Company cash (and/or property) equal to the value of the Trust Assets as of the termination date.

Section 11. Protection of the Trustee and the Consulting Firm

(a) The Company agrees, to the extent permitted by applicable law, to indemnify the Trustee and the Consulting Firm and hold them harmless from and against any claim or liability that may be asserted against them by reason of their taking or refraining from taking any action under this Trust Agreement, including, without limiting the generality of the foregoing, any claim brought against the Trustee or the Consulting Firm by the

Company, in any case, otherwise than on account of the Trustee's or the Consulting Firm's own negligence or willful misconduct.

(b) The Trustee shall be fully protected in relying upon a certification of an authorized representative of the Company or the Consulting Firm with respect to any instruction, direction or approval of the Company or the Consulting Firm until a subsequent certification is filed with the Trustee.

(c) The Trustee and the Consulting Firm shall each be fully protected in acting upon any instrument, certificate, or paper believed by them to be genuine and to be signed or presented by the proper person or persons, and neither the Trustee nor the Consulting Firm shall be under any duty to make any investigation or inquiry as to any statement contained in any such writing but may accept the same as conclusive evidence of the Trust and accuracy of the statements therein contained.

(d) The Trustee shall not be liable for the proper application of any part of the Trust Fund if distributions are made in accordance with the terms of this Trust Agreement and pursuant to information furnished to the Trustee by the Consulting Firm. All persons dealing with the Trustee are released from inquiry into the decision or authority of the Trustee and from seeing to the application of any monies, securities or other property paid or delivered to the Trustee.

Section 12. Communication

(a) Communications to the Company shall be addressed to the Company at:

SUPERVALU INC.
P.O. Box 990
Minneapolis, Minnesota 55440
Attention: General Counsel

(b) Communications to the Trustee shall be addressed to it at:

Norwest Bank Minnesota, N.A.

Eighth Street & Marquette Avenue
Minneapolis, Minnesota 55479-0001
Attention: Mr. Gary Porter

(c) Communications to the Consulting Firm shall be addressed to it at:

Hewitt Associates 100 Half Day Road Lincolnshire, Illinois 60015

Section 13. Severability and Alienation

(a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition without invalidating or in any other way limiting the remaining provisions hereof.

(b) The rights, benefits and payments of a Participant payable from the Trust Assets may not be anticipated, assigned (either at law or in equity), alienated or subject to attachment, garnishment, levy, execution or other legal or equitable process except as required by law. Any attempt by a Participant to anticipate, alienate, assign, sell, transfer, pledge, encumber or charge the same shall be void. The Trust Assets shall not in any manner be subject to the debts, contracts, liabilities,

engagements or torts of any Participant and payments hereunder shall not be considered an asset of the Participant in the event of his insolvency or bankruptcy.

Section 14. Governing Law

This Trust Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflicts of law.

Section 15. Miscellaneous

(a) The Trustee shall not be either individually or severally liable for any taxes of any kind levied or assessed under the existing or future laws against the Trust Assets. The Trustee shall withhold from each payment to any Participant or beneficiary any federal, state or local withholding taxes which are from time to time required to be deducted under applicable laws, as directed by the Consulting Firm. To the extent that any taxes levied or assessed upon the Trust are not paid by the Company, the Trustee shall pay such taxes out of the Trust Assets.

(b) Expenses and fees of the Company for the administration of this Trust and services in relation thereto for actuarial, legal and accounting and other similar expenses, including any costs with respect to the creation of the Trust, shall be paid by the Company and, if not so paid may be paid by the Trustee from the Trust Assets.

(c) Participation in this Trust shall not give any Participant any right to be retained as an employee of the Company nor any rights other than those specifically enumerated herein or in any Agreement applicable to any Participant or pursuant to which such Participant is a participant.

(d) Any payment to any Participant or his beneficiary in accordance with the provisions of this Trust shall, to the extent thereof, be in full satisfaction of all claims against the Trustee and the Company under the Agreements. Nothing in this Trust shall relieve the Company of its liability to pay benefits under the Agreements except to the extent such liabilities are met through the use of the Trust Assets.

(e) Headings in this Trust Agreement are inserted for convenience of reference only and are not to be considered in the construction of the provisions hereof.

(f) This Trust Agreement may be executed in several counterparts, each of which shall be deemed an original, and said counterparts shall constitute but one and the same instrument, which may be sufficiently evidenced by any one counterpart.

(g) This Trust Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their successors and assigns. In addition, this Trust Agreement shall also inure to the benefit of the Participants and their beneficiaries and the Company's general creditors under federal and state law.

(h) As used in this Trust Agreement, the masculine gender shall include the feminine and neuter genders.

(i) Any action of the Company pursuant to this Trust Agreement, including all orders, requests, data, directions, instructions and other related information, shall be in writing signed on behalf of the Company by an officer or named designee of the Company.

(j) In the event that a Participant and his beneficiary shall both be deceased prior to the time payment is due the Participant or his beneficiary, then payment shall be made if due to the estate of the deceased Participant.

IN WITNESS WHEREOF, the Company and the Trustee have executed this Agreement as of the date first above written.

SUPERVALU INC.

Attest: /s/ William McDonald               By: /s/ David L. Boehnen
        -------------------------              -------------------------
        [Name] William McDonald                Name:  David L. Boehnen
        [Position] Assistant Secretary         Title: Executive Vice
                                                      President


                                           NORWEST BANK MINNESOTA, N.A.


                                           By: /s/ Jill Greene
                                               -------------------------
                                               Name:  Jill Greene
                                               Title: Assistant Vice President

EXHIBIT A

1. Super Valu Stores, Inc. Executive Post-Retirement Survivor Benefit Program, as amended to date and as the same may be amended from time to time.

2. Super Valu Stores, Inc. Deferred Compensation Plan, as amended to date and as the same may be amended from time to time.

3. Super Valu Stores, Inc. Executive Deferred Compensation Plan I, as amended to date and as the same may be amended from time to time.

4. Super Valu Stores, Inc. Excess Benefits Plan, as amended to date and as the same may be amended from time to time.

5. Super Valu Stores, Inc. Directors Retirement Program adopted effective July 1, 1982, as amended to date and as the same may be amended from time to time.

6. Super Valu Stores, Inc. Executive Deferred Compensation Plan II, as amended to date and as the same may be amended from time to time.

7. Super Valu Stores, Inc. Excess Benefits Plan (1989 Restatement), as amended to date and as the same may be amended from time to time.

8. Super Valu Stores, Inc. Nonqualified Supplemental Executive Retirement Plan, as amended to date and as the same may be amended from time to time.

9. Change of Control Severance Agreements entered into between SuperValu Inc. and certain of its executives.

10. Split Dollar Life Insurance Agreement effective July 6, 1998, between SUPERVALU INC., Michael W. Wright, and Phillip H. Martin and Thomas O. Moe.

11. Supplemental Pension Agreement, effective as of ___________, 199__, between

EXHIBIT(10)e

SUPERVALU INC.
DIRECTORS RETIREMENT PROGRAM
EFFECTIVE JUNE 27, 1996

Effective June 27, 1996, the Directors Retirement Program is terminated, subject to the payment of benefits earned by directors prior to such termination in accordance with the following provisions. Directors who have served as non-employee, outside directors on the SUPERVALU Board will receive an annual retirement fee equal to $20,000 per year, payable quarterly, commencing when the outside director leaves the Board or at age 55, whichever is later. This annual fee is payable for the lesser of the number of years of Board service as an outside director prior to June 27, 1996, or ten years, subject to the director being available to management for consultation services and engaging in no activity directly competitive to the Company's business. For purposes of this paragraph, years of service shall be measured from Annual Meeting to Annual Meeting and any director who serves for less than a full year shall be considered to have served for a full year if the director has served at least four months. Upon a Change of Control (as hereinafter defined) of the Company any retirement compensation otherwise payable in installments shall be accelerated and paid to the director. Upon the death of the director, the director's retirement compensation shall be paid to the legal representative of the director's estate or to such person(s) as the director shall have instructed the Company by written instrument filed with the Secretary of the Company and signed by the director.

CHANGE OF CONTROL

For purposes hereof, Change of Control shall have the following meaning:

A "Change of Control" shall be deemed to have occurred upon any of the following events:

(i) the acquisition by any individual, entity or group (within the meaning of Section 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 (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control; (A) any acquisition directly from the Company or (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or

(ii) the consummation of any merger or other business combination of the Company, sale or lease of the Company's assets or combination of the foregoing transactions (the "Transactions") other than a Transaction immediately following which the shareholders of the Company and any trustee

or fiduciary of any Company employee benefit plan immediately prior to the Transaction own at least 60% of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser or lessee of the Company's assets; or (C) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; or

(iii) within any 24 month period, the persons who were directors immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board of Directors of the Company or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board of Directors of the Company by, or on the recommendation of or with the approval of, at least three-fourths of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change of Control or engage in a proxy or other control contest); or

(iv) such other event or transaction as the Board of Directors of the Company shall determine constitutes a Change of Control.

EXHIBIT (10)f

SUPERVALU INC.
NON-EMPLOYEE DIRECTORS DEFERRED STOCK PLAN

1. PURPOSE. The purpose of the SUPERVALU INC. Non-Employee Directors Deferred Stock Plan (the "Plan") is to further strengthen the alignment of interests between members of the Board of Directors (the "Board") of SUPERVALU INC. (the "Company") who are not employees of the Company (the "Participants") and the Company's stockholders through the increased ownership by Participants of shares of the Company's common stock, par value $1.00 per share ("Common Stock"). This will be accomplished by (i) providing to Participants deferred compensation in the form of the right to receive shares of Common Stock for services rendered in their capacity as directors, and (ii) allowing Participants to elect voluntarily to defer all or a portion of their fees for services as members of the Board pursuant to the Plan in exchange for the right to receive shares of Common Stock valued at 110% of the cash fees otherwise payable.

2. ELIGIBILITY. Each member of the Board of Directors of the Company who is not an employee of the Company or of any subsidiary of the Company shall be eligible to participate in the Plan.

3. FORMULA SHARE AWARD. Effective on July 1, or the first business day thereafter in each year (the "Award Date"), the Company shall award each Participant who shall continue to serve on the Board following the Award Date, as a credit to the Participant's account under the Plan (the "Deferred Stock Account"), that number of shares (rounded to the nearest one-hundredth share) of Common Stock, having an aggregate fair market value on the Award Date of Fifteen Thousand Dollars ($15,000) (the "Award"). The Award shall be in addition to any cash retainer, stock options, or other remuneration received by the Participant for services rendered as a director. If, after receiving an Award, the Participant shall cease to serve on the Board prior to the Company's next annual meeting, for any reason other than death or permanent disability, then such Participant's Deferred Stock Account shall be reduced by (i) that number of shares equal to 1/12 of the Award for each full calendar month during which the Participant did not serve as a director of the Company, plus (ii) any dividends paid on that number of shares of Common Stock specified in (i) above during the period that the Participant did not serve as a director of the Company.

4. ELECTION TO DEFER CASH COMPENSATION. A Participant may elect to defer, in the form of a credit to the Participant's Deferred Stock Account all or a portion of the annual cash retainer, meeting fees for attendance at meetings of the Board and its committees, committee chairperson retainers, and any other fees and retainers ("Compensation") otherwise payable to the director in cash during the period following the effective date of the deferral election. Such deferral election shall be made pursuant to Section 5.

5. MANNER OF MAKING DEFERRAL ELECTION. A Participant may elect to defer Compensation pursuant to the Plan by filing, no later than December 31 of each year (or by such other date as the Committee shall determine), an irrevocable election with the Corporate Secretary on a form provided for that purpose ("Deferral Election"). The Deferral Election shall be effective with respect to Compensation payable on or after July 1 of the following year

unless the Participant shall revoke or change the election by means of a subsequent Deferral Election in writing that takes effect on the date specified therein but in no event earlier than six (6) months (or such other period as the Committee, as defined in Section 17, shall determine) after the subsequent Deferral Election is received by the Company. The Deferral Election form shall specify an amount to be deferred expressed as a dollar amount or as a percentage of the Participant's Compensation otherwise payable in cash for the director's services.

6. CREDITS TO DEFERRED STOCK ACCOUNT FOR ELECTIVE DEFERRALS. On the first day of each calendar quarter (the "Credit Date"), a Participant shall receive a credit to his or her Deferred Stock Account. The amount of the credit shall be the number of shares of Common Stock (rounded to the nearest one-hundredth of a share) determined by dividing an amount equal to 110% of the Participant's Compensation payable on the Credit Date and specified for deferral pursuant to
Section 5 hereof, by the fair market value on the Credit Date of a share of Common Stock.

7. FAIR MARKET VALUE. The fair market value of shares of Common Stock as of a given date for all purposes of the Plan, shall be the closing sale price per share of Common Stock as reported on the consolidated tape of the New York Stock Exchange on the relevant date or, if the New York Stock Exchange is closed on such day, then the day closest to such date on which it was open.

8. DIVIDEND CREDIT. Each time a dividend is paid on the Common Stock, the Participant shall receive a credit to his or her Deferred Stock Account equal to that number of shares of Common Stock (rounded to the nearest one-hundredth of a share) having a fair market value on the dividend payment date equal to the amount of the dividend payable on the number of shares credited to the Participant's Deferred Stock Account on the dividend record date.

9. MAXIMUM NUMBER OF SHARES TO BE CREDITED UNDER THE PLAN. Subject to adjustment as provided in Section 10, the maximum number of shares of Common Stock that may be credited under the Plan is 500,000 shares.

10. ADJUSTMENTS FOR CERTAIN CHANGES IN CAPITALIZATION. If the Company shall at any time increase or decrease the number of its outstanding shares of Common Stock or change in any way the rights and privileges of such shares by means of the payment of a stock dividend or any other distribution upon such shares payable in Common Stock, or through a stock split, subdivision, consolidation, combination, reclassification, or recapitalization involving the Common Stock, then the numbers, rights, and privileges of the shares credited under the Plan shall be increased, decreased, or changed in like manner as if such shares had been issued and outstanding, fully paid, and nonassessable at the time of such occurrence.

11. DEFERRAL PAYMENT ELECTION. At the time of making the Deferral Election, each Participant shall also complete a deferral payment election specifying one of the payment options described in Section 12 and 13, and the year in which amounts credited to the Participant's Deferred Stock Account shall be paid in a lump sum pursuant to Section 12, or in which installment payments shall commence pursuant to Section 13. The Participant may change the deferral payment election by means of a subsequent deferral payment election in writing that will take effect (i) immediately upon receipt for deferrals credited after the date the

Company receives such subsequent deferral payment election and (ii) at the beginning of the second calendar year following the date of the revised deferral payment election for deferrals previously credited to the Participant's Deferred Stock Account.

12. PAYMENT OF DEFERRED STOCK ACCOUNTS IN A LUMP SUM. Unless a Participant elects to receive payment of his or her Deferred Stock Account in installments as described in Section 13, credits to a Participant's Deferred Stock Account shall be payable in full on January 10 of the year following the Participant's termination of service on the Board (or the first business day thereafter) or such other date as elected by the Participant pursuant to Section 11. All payments shall be made in shares of Common Stock plus cash in lieu of any fractional share. Notwithstanding the foregoing, in the event of a Change of Control (as defined in Section 19), credits to a Participant's Deferred Stock Account as of the business day immediately prior to the effective date of the transaction constituting the Change of Control shall be paid in full to the Participant or the Participant's beneficiary or estate, as the case may be, in whole shares of Common Stock (together with cash in lieu of a fractional share) on such date.

13. PAYMENT OF DEFERRED STOCK ACCOUNTS IN INSTALLMENTS. A Participant may elect to have his or her Deferred Stock Account paid in annual installments following termination of service as a director or at such other time as elected by the Participant pursuant to Section 11. All payments shall be made in shares of Common Stock plus cash in lieu of any fractional share. All installment payments shall be made annually on January 10 of each year (or the first business day thereafter). The amount of each installment payment shall be computed as the number of shares credited to the Participant's Deferred Stock Account on the Computation Date, multiplied by a fraction, the numerator of which is one and the denominator of which is the total number of installments elected (not to exceed fifteen) minus the number of installments previously paid. Amounts paid prior to the final installment payment shall be rounded to the nearest whole number of shares; the final installment payment shall be for the whole number of shares then credited to the Participant's Deferred Stock Account, together with cash in lieu of any fractional shares. Notwithstanding the foregoing, in the event of a Change of Control (as defined in Section 19), credits to a Participant's Deferred Stock Account as of the business day immediately prior to the effective date of the transaction constituting the Change of Control shall be paid in full to the Participant or the Participant's beneficiary or estate, as the case may be, in whole shares of Common Stock (together with cash in lieu of a fractional share) on such date.

14. DEATH OF PARTICIPANT. If a Participant dies before receiving all payments to which he or she is entitled under the Plan, payment shall be made in accordance with the Participant's designation of a beneficiary on a form provided for that purpose and delivered to and accepted by the Committee (as hereinafter defined) or, in the absence of a valid designation or if the designated beneficiary does not survive the Participant, to such Participant's estate.

15. NONASSIGNABILITY. No right to receive payments under the Plan nor any shares of Common Stock credited to a Participant's Deferred Stock Account shall be assignable or transferable by a Participant other than by will or the laws of descent and distribution. The designation of a beneficiary by a Participant pursuant to Section 14 does not constitute a transfer.

16. PARTICIPANTS ARE GENERAL CREDITORS OF THE COMPANY. Benefits due under this Plan shall be funded out of the general funds of the Company. The Participants and beneficiaries thereof shall be general, unsecured creditors of the Company with respect to any payments to be made pursuant to the Plan and shall not have any preferred interest by way of trust, escrow, lien or otherwise in any specific assets of the Company. If the Company shall, in fact, elect to set aside monies or other assets to meet its obligations hereunder (there being no obligation to do so), whether in a grantor's trust or otherwise, the same shall, nevertheless, be regarded as a part of the general assets of the company subject to the claims of its general creditors, and neither any Participant nor any beneficiary of any Participant shall have a legal, beneficial, or security interest therein.

17. ADMINISTRATION. The Plan shall be administered by a committee (the "Committee") of three or more individuals appointed by the Board to administer the Plan. The members of the Committee must be members of, and shall serve at the discretion of, the Board. The members of the Committee shall be "disinterested persons" as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Act"), or any successor rule or definition adopted by the Securities and Exchange Commission ("Rule 16b-3"), if, in the opinion of counsel for the Company, the absence of "disinterested" administrators would adversely impact the availability of the exemption from Section 16(b) of the Act provided by Rule 16b-3 for any Participant's acquisition of Common Stock under the Plan.

Subject to the provisions of the Plan, the Committee shall have sole and complete authority to construe and interpret the Plan; to establish, amend and rescind appropriate rules and regulations relating to the Plan; to administer the Plan; and to take all such steps and make all such determinations in connection with the Plan as it may deem necessary or advisable to carry out the provisions and intent of the Plan. All determinations of the Committee shall be made by a majority of its members, and its determinations shall be final and conclusive for all purposes and upon all persons, including, but without limitation, the Company, the Committee, the Participants and their respective successors in interest.

18. AMENDMENT AND TERMINATION. The Board may at any time terminate, suspend, or amend this Plan; provided, however, that the provisions of Sections 2 and 3 may not be amended more than once in every six months other than to comport with changes in the Internal Revenue Code, ERISA, or the rules thereunder. No such action shall deprive any Participant of any benefits to which he or she would have been entitled under the Plan if termination of the Participant's service as a director had occurred on the day prior to the date such action was taken, unless agreed to by the Participant.

19. CHANGE OF CONTROL. "Change of Control" means any one of the following events:

(a) the acquisition by any individual, entity or group (within the meaning of Section 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 (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control; (A) any acquisition directly from the Company or (B) any acquisition by any employee

benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or

(b) the consummation of any merger or other business combination of the Company, sale or lease of the Company's assets or combination of the foregoing transactions (the "Transactions") other than a Transaction immediately following which the shareholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own at least 60% of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser or lessee of the Company's assets; or (C) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; or

(c) within any 24 month period, the persons who were directors immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board of Directors of the Company or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board of Directors of the Company by, or on the recommendation of or with the approval of, at least three-fourths of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change of Control or engage in a proxy or other control contest); or

(d) such other event or transaction as the Board of Directors of the Company shall determine constitutes a Change of Control.

20. EFFECTIVE DATE. The effective date of the Plan shall be the date of approval of the Plan by the Company's stockholders.

EXHIBIT (10)g.

SUPERVALU INC.
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

1. A director who is not an employee of the Company or of a subsidiary of the Company may elect to defer receipt of the payment of his cash fees and other cash compensation as a director until such time as he has ceased to be a director, as hereinafter provided.

2. Any election hereunder to defer fees shall apply to all or any part of the cash fees and other cash compensation earned by the director as a director of the Company (quarterly retainer fees as well as fees for attending Board meetings and committee meetings, but not stock option grants or amounts paid pursuant to the Non-Employee Directors Deferred Stock Plan) until termination of such election.

3. Such election shall be made by the director filing a written statement with the Secretary of the Company electing to defer director's fees pursuant to this plan and shall be effective with respect to any fees and other compensation thereafter payable to the electing director for which no services have yet been rendered by said electing director.

4. A director's election to defer director's fees hereunder shall continue thereafter unless and until the director terminates the deferral by giving notice to the Secretary in writing. In the event of such termination of a deferral, the amount previously deferred shall not be paid until such director ceases to be a director.

5. All fees so deferred will be credited to a special bookkeeping account for the director at such times as the fees would have been payable had the director not elected to defer payment thereof.

6. The Company will not set aside any money in trust or otherwise fund the payment of any amounts credited to the director's deferred fee account, but shall make payment to the director when due out of general corporate funds. The director shall have the status solely of an unsecured general creditor of the Company with respect to the amounts credited to the director's deferred fee account.

7. Interest shall be accrued on all deferred fees from and after the date when credited to the director's deferred fee account until paid as hereinafter provided. For all amounts credited to a director's deferred fee account prior to July 1, 1996, interest shall be accrued at the rate of 11% per annum; for all amounts credited to a director's deferred fee account on or after July 1, 1996, interest shall be accrued at the prime interest rate as published in the Wall Street Journal on the first business day of January each year for the ensuing year. Such interest shall be credited to the director's deferred fee account as of the last day of each month and shall be compounded annually.

8. The balance in the director's deferred fee account (including interest thereon) accrued prior to July 1, 1996, shall be paid in ten equal annual installments, each installment being paid on or before January 10 of each year beginning with the calendar year immediately following the year in which the director ceases to be a director. The balance in the director's deferred fee account (including interest thereon) accrued on and after July 1, 1996, shall be paid in a lump sum or in equal annual installments, as the director shall elect at the time the director makes the deferral election under paragraph 1 hereof. Notwithstanding the foregoing, the Company, acting by resolution of the Board exclusive of any director covered by this plan, in its sole discretion may determine to make payment of the balance in the director's deferred fee account (including accrued interest thereon) in one payment or in installments. Furthermore, the director may change the deferred payment election for cash fees and other cash compensation that has previously been deferred into the director's deferred fee account by delivering a subsequent deferral payment election in writing to the Secretary that will take effect at the beginning of the second complete calendar year after the date of the revised deferral payment election. Interest at the rates provided in Section 7 shall be earned on unpaid installments.

9. Upon the death of a director or a former director, any amounts of deferred director's fees and interest accrued shall be paid in full on or before January 10 of the calendar year following the year in which the director dies, to the legal representative of the director's estate or to such person(s) as the director shall have instructed the Company by written instrument filed with the Secretary of the Company and signed by the director.

10. Upon a Change of Control of the Company (as hereinafter defined) the entire balance of the director's deferred fee account shall be paid in full to the director.

CHANGE OF CONTROL:

For purposes hereof, Change of Control shall have the following meaning:

(i) the acquisition by any individual, entity or group (within the meaning of Section 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 (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control; (A) any acquisition directly from the Company or (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or

(ii) the consummation of any merger or other business combination of the Company, sale or lease of the Company's assets or combination of the foregoing transactions (the "Transactions") other than a Transaction immediately following which

the shareholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own at least 60% of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser or lessee of the Company's assets; or (C) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; or

(iii) within any 24 month period, the persons who were directors immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board of Directors of the Company or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board of Directors of the Company by, or on the recommendation of or with the approval of, at least three-fourths of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change of Control or engage in a proxy or other control contest); or

(iv) such other event or transaction as the Board of Directors of the Company shall determine constitutes a Change of Control.

Effective: 6/27/96
Last Revised: 7/1/98

EXHIBIT (10)h

THIRD AMENDMENT
OF
SUPERVALU INC.
NONQUALIFIED SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

Effective February 26, 1989, this corporation established an unfunded nonqualified deferred compensation plan for certain executive employees in accordance with the terms of the Plan Statement entitled SUPERVALU INC. NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, as amended by a First Amendment and a Second Amendment. SUPERVALU INC. has reserved to itself the power to amend said Plan Statement and it now desires to amend the Plan Statement in the following respects:

1. CHANGE IN CONTROL. For changes in control occurring on or after the date this amendment is adopted, Section 7 of the Plan Statement shall be amended by adding a new Section 7.4 to read in full as follows:

"7.4. Change in Control.

7.4.1. Special Definitions. A "Change of Control" shall be deemed to have occurred upon any of the following events:

(i) the acquisition by any individual, entity or group (within the meaning of Section 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 (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control; (A) any acquisition directly from the Company or (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or

(ii) the consummation of any merger or other business combination of the Company, sale or lease of the Company's assets or combination of the foregoing transactions (the "Transactions") other than a Transaction immediately following which the shareholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own at least 60% of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or

other business combination; (B) the purchaser or lessee of the Company's assets; or (C) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; or

(iii) within any 24 month period, the persons who were directors immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least three-fourths of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change of Control or engage in a proxy or other control contest); or

(iv) such other event or transaction as the Board shall determine constitutes a Change of Control.

7.4.2. Amendment. Notwithstanding any other provision of the Plan Statement, during the five (5) years following a change in control, the provisions of the Plan Statement may not be amended if any amendment would adversely affect the rights, expectancies or benefits provided by the Plan (as in effect immediately prior to the change in control), of any Participant, Beneficiary or other person entitled to payments under the Plan."

2. SAVINGS CLAUSE. Save and except as herein expressly amended the Plan Statement shall continue in full force and effect.

Exhibit (10)i.

SUPERVALU INC.

EXECUTIVE POST-RETIREMENT SURVIVOR BENEFIT PROGRAM

THIS AGREEMENT, made and entered into this _____ day of _______, 19__, by and between ___________________________, a resident of ____________ ("Executive"), and SUPERVALU INC., A Delaware corporation, (the "Company").

WITNESSETH:

WHEREAS, there is presently in effect the SUPERVALU INC. Executive Post-Retirement Survivor Benefit Program (the "Program"); under the Program, no employee has the right to any benefit of any kind unless, and until, the Company and the Executive enter into a written agreement and, therefore, this Agreement is entered into pursuant to the Program; and

WHEREAS, Executive's extraordinary efforts on behalf of the Company contributed significantly to the Company's profit-ability.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Death Benefit. In consideration of Executive's prior and continuing services to the Company, the Company agrees to pay to the Designated Beneficiary of Executive, as a matter of separate agreement, a single deferred compensation and death benefit (the "Death Benefit") payment equal to one hundred forty percent (140%) of Executive's Final Base Salary paid or accrued by the Company to Executive during the last twelve (12)

consecutive completed months of employment by Executive with the Company.

For purposes of this Agreement, Final Base Salary shall mean the base compensation paid by the Company to Executive, exclusive of commissions, sick pay, accrued but unused vacation pay, expense allowances, bonuses, non-cash payments and any sums allocated or allocable to Executive under any retirement plan or plan of deferred compensation to which either the Company or Executive contribute; provided, however, that Final Base Salary shall include all compensation which would have been included in determining such Final Base Salary if Executive had not entered into an agreement to reduce such compensation as a condition of participation in any qualified or non-qualified deferred compensation, or retirement plan, sponsored by the Company.

2. Payment of Death Benefit. The Death Benefit to be paid by the Company pursuant to this Agreement shall be payable only upon the occurrence of the following Payment Event: death of Executive at any time following either (a) Executive's Retirement from employment with the Company or (b) termination of Executive's employment following a Change of Control (other than a termination by the Company for Cause).

For purposes of this Agreement, Retirement (and Retired) shall mean voluntary termination of employment with the Company not earlier than the first month in which Executive reaches age 55 and has completed ten (10) years or more of service with the

Company.

For purposes of this Agreement, Change of Control shall mean any of the following events:

(i) the acquisition by any individual, entity or group (within the meaning of Section 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 (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control; (A) any acquisition directly from the Company or (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or

(ii) the consummation of any merger or other business combination of the Company, sale or lease of the Company's assets or combination of the foregoing transactions (the "Transactions") other than a Transaction immediately following which the shareholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own at least 60% of the voting power,

directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser or lessee of the Company's assets; or (C) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; or

(iii) within any 24 month period, the persons who were directors immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board of Directors of the Company or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board of Directors of the Company by, or on the recommendation of or with the approval of, at least three-fourths of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change of Control or engage in a proxy or other control contest); or

(iv) such other event or transaction as the Board of Directors of the Company shall determine constitutes a Change of Control.

For purposes of this Agreement, Cause means (i) an act or acts of personal dishonesty taken by the Executive and intended to result in substantial personal enrichment of the Executive at

the expense of the Company, (ii) repeated violations by the Executive of the Company's rules which are demonstrably willful and deliberate on the Executive's part and which are not remedied after receipt of notice from the Company or
(iii) the conviction of the Executive of a felony.

3. Election Regarding Manner of Payment. The Death Benefit payment to be made pursuant to this Agreement shall be paid by the Company according to the schedule set forth below:

(Select one form of payment.)

[ ] Lump Sum

[ ] Two Years

[ ] ______ consecutive annual payments not to exceed 20 years

The selection of the foregoing payment schedule is irrevocable when made and accepted by the Retirement Committee and is not subject to amendment of modification in any manner whatsoever. Payment of the Death Benefit shall begin on such day, as determined by the Retirement Committee in its sole and absolute discretion, within ninety (90) days of a Payment Event and subsequent payments, if any, shall be made on the anniversary date of the first payment. From and after the date on which the Death Benefit payments begin, interest shall be paid at the time of each subsequent Death Benefit, if any, at an interest rate which shall be determined by the Retirement Committee in its sole

and absolute discretion, and the Retirement Committee shall be empowered to change such interest rate from time to time in its sole and absolute discretion. The Company shall deduct from any Death Benefit payment any amount lawfuly required to be withheld for federal and state income taxes or any applicable taxes or other amounts required to be withheld or deducted therefrom.

4. Designated Beneficiary. All payments to be made pursuant to this Agreement shall be made to the Designated Beneficiary of the Executive. Executive shall designate a beneficiary or beneficiaries, or during an Executive's lifetime change such designation, by filing a written notice of such designation with the Company, in such form and subject to such rules and regulations as the Retirement Committee (described in paragraph 7 hereof) may prescribe. If Executive's right to a payment pursuant to this Agreement constitutes community property, then any beneficiary designation made by Executive other than a designation of such Executive's spouse, shall not be effective if any such beneficiary or beneficiaries are to receive more than fifty percent (50%) of the aggregate benefits payable hereunder unless such spouse shall approve such designation in writing. If no designation shall be in effect at the time when the benefit payable hereunder shall become due, the Designated Beneficiary shall be the legal representatives of the Executive's estate. In the event a benefit is payable to a minor or person declared incompetent or to a person incapable of handling the

disposition of his property, the Retirement Committee may determine to pay such benefit to the guardian, legal representative or person having care of custody of such minor, incompetent or person. The Retirement Committee may require proof of incompetency, minority or guardianship as they may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Retirement Committee and the Company from all liability with respect to such benefit.

5. Transferability. The rights conferred upon Executive by this Agreement shall not be transferable or assignable by or to Executive during Executive's lifetime or by Executive's Designated Beneficiary.

6. No Right to Continuance of Employment. This Agreement shall not confer on Executive any right with respect to continuance of employment with the Company, nor will it interfere in any way with the right of the Company to terminate such employment at any time. Furthermore, this Agreement shall not in any way interfere with the right of the Company to select among, adopt or change any business investment or compensation policies of plans at any time or from time to time in its sole discretion.

7. Administration. This Agreement shall be administered by the Retirement Committee of the Company, or such other persons as the Board of Directors of the Company may from time to time designate. This Agreement is issued pursuant to the Program, and

in the unlikely event of any dispute between the Company and Executive over the interpretation of this Agreement or the Program, the matter shall be decided by the Board of Directors of the Company or the Retirement Committee. All such decisions shall be final and binding on all parties, including Executive. For purposes of this Agreement, the Retirement Committee means the SUPERVALU INC. Retirement Committee constituted by the Chief Executive Officer for the purpose of performing certain administrative functions with respect to certain employee benefit plans of the Company, including the Program.

8. Company's Obligation. The Company is under a contractual obligation to make payments pursuant to this Agreement. Such payments shall not be financed from a trust fund and shall be paid solely out of the general funds of the Company. Executive shall not have any interest whatsoever in any specific asset of the Company as a result of the execution of this Agreement, and Executive's rights to payments hereunder shall be no greater than the right of any other unsecured general creditor of the Company. Notwithstanding the foregoing, payments may be financed by or through the SUPERVALU INC. Agreement and Plans Trust, approved April 13, 1988, as it may be amended from time-to-time.

9. Amendment and Termination. The Company expects the Program to be permanent but since future conditions affecting the Company cannot be anticipated or foreseen, the Company must

necessarily and does hereby reserve the right to amend, modify, or terminate the Program and this Agreement, uniformly as to all participants, at any time and in any manner whatsoever by action of the Board of Directors of the Company, or the Retirement Committee with the written concurrence of the Chief Executive Officer provided, however, that notwithstanding the foregoing, any such amendment, modification or termination of the Program shall not affect any rights of Executive, his heir or designated beneficiaries if (a) Executive has already Retired (as defined in Section 2 hereof) or (b) a Change of Control (as defined in Section 2 hereof) has occurred.

10. Complete Agreement. This Agreement supersedes any and all prior other agreements and understandings among the parties hereto with respect to the matters provided for herein.

11. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Minnesota.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed upon the date and year first above written.

EXECUTIVE

SUPERVALU INC.

Amended: 04/13/88
Amended: 10/12/98