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                                                                   Exhibit 10.22


                                SUPERVALU INC.
                                1997 STOCK PLAN


Section 1.  Purpose.
-------------------

     The purpose of the Plan is to promote the interests of the Company and its
stockholders by aiding the Company in attracting and retaining employees, to
offer such employees incentives to put forth maximum efforts for the success of
the Company's business and to afford such employee an opportunity to acquire a
proprietary interest in the Company.

Section 2.  Definitions.
-----------------------

     As used in the Plan, the following terms shall have the meanings set forth
below:

          (a) "Affiliate" shall mean (i) any entity that, directly or indirectly
through one or more intermediaries, is controlled by the Company and (ii) any
entity in which the Company has a significant equity interest, in each case as
determined by the Committee.

          (b) "Award" shall mean any Option, Stock Appreciation Right,
Restricted Stock, Restricted Stock Unit, Performance Award, or Other Stock-Based
Award granted under the Plan.

          (c) "Award Agreement" shall mean any written agreement, contract or
other instrument or document evidencing any Award granted under the Plan.

          (d) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time, and any regulations promulgated thereunder.

          (e) "Committee" shall mean a committee of the Company designated by
the Board of Directors of the Company to administer the Plan, which shall
consist of members appointed from time to time by the Board of Directors.

          (f) "Company" shall mean SUPERVALU INC., a Delaware corporation, and
any successor corporation.

          (g) "Eligible Person" shall mean any employee, consultant or
independent contractor providing services to the Company or any Affiliate who
the Committee determines to be an Eligible Person. An officer or director of the
Company or any Affiliate that is subject to Section 16 of the Securities
Exchange Act of 1934, as amended, or any successor rule or regulation, shall not
be an Eligible Person.

          (h) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other securities), the fair market
value of such property determined by such methods or procedures as shall be
established from time to time by the Committee. Notwithstanding the foregoing,
unless otherwise determined by the Committee, the Fair Market Value of Shares on
a given date for purposes of the Plan shall be the average of the opening and
closing sale price of the Shares as reported on the New York Stock Exchange on
such date or, if such Exchange is not open for trading on such date, on the day
closest to such date when such Exchange is open for trading.

          (i) "Option" shall mean an option granted under Section 6(a) of the
Plan that shall not be an incentive stock option within the meaning of Section
422 of the Code or any successor provision and shall include Restoration
Options.

          (j) "Other Stock-Based Award" shall mean any right granted under
Section 6(f) of the Plan.
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     (k)  "Participant" shall mean an Eligible Person designated to be granted
an Award under the Plan.

     (l)  "Performance Award" shall mean any right granted under Section 6(e) of
          the Plan.

     (m)  "Person" shall mean any individual, corporation, partnership,
          association or trust.

     (n)  "Plan" shall mean this 1997 Stock Plan, as amended from time to time.

     (o)  "Restoration Option" shall mean any Option granted under Section 6(b)
          of the Plan.

     (p)  "Restricted Stock" shall mean any Share granted under Section 6(d) of
          the Plan.

     (q)  "Restricted Stock Unit" shall mean any unit granted under Section 6(d)
          of the Plan evidencing the right to receive a Share (or a cash payment
          equal to the Fair Market Value of a Share) at some future date.

     (r)  "Shares" shall mean shares of Common Stock, $1.00 par value, of the
          Company or such other securities or property as may become subject to
          Awards pursuant to an adjustment made under Section 4(c) of the Plan.

     (s)  "Stock Appreciation Right" shall mean any right granted under Section
          6(c) of the Plan.

Section 3.  Administration.
--------------------------

     (a)  Power and Authority of the Committee. The Plan shall be administered
          ------------------------------------
by the Committee. Subject to the express provisions of the Plan and to
applicable law, the Committee shall have full power and authority to: (i)
designate Participants; (ii) determine the type or types of Awards to be granted
to each Participant under the Plan; (iii) determine the number of Shares to be
covered by (or with respect to which payments, rights or other matters are to be
calculated in connection with) each Award; (iv) determine the terms and
conditions of any Award or Award Agreement; (v) amend the terms and conditions
of any Award or Award Agreement and accelerate the exercisability of Options or
the lapse of restrictions relating to Restricted Stock, Restricted Stock Units
or other Awards; (vi) determine whether, to what extent and under what
circumstances Awards may be exercised in cash, Shares, other securities, other
Awards or other property, or canceled, forfeited or suspended; (vii) determine
whether, to what extent and under what circumstances cash, Shares, other
securities, other Awards, other property and other amounts payable with respect
to an Award under the Plan shall be deferred either automatically or at the
election of the holder thereof or the Committee; (viii) interpret and administer
the Plan and any instrument or agreement relating to, or Award made under, the
Plan; (ix) establish, amend, suspend or waive such rules and regulations and
appoint such agents as it shall deem appropriate for the proper administration
of the Plan; and (x) make any other determination and take any other action that
the Committee deems necessary or desirable for the administration of the Plan.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with respect to the
Plan or any Award shall be within the sole discretion of the Committee, may be
made at any time and shall be final, conclusive and binding upon any
Participant, any holder or beneficiary of any Award and any employee of the
Company or any Affiliate.

     (b)  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.

     (c)  Power and Authority of the Board of Directors. Notwithstanding
          ---------------------------------------------
anything to the contrary contained herein, the Board of Directors may, at any
time and from time to time, without any further action of the Committee,
exercise the powers and duties of the Committee under the Plan.

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Section 4.  Shares Available for Awards.
---------------------------------------

          (a)  Shares Available. Subject to adjustment as provided in Section
               ----------------
4(c), the aggregate number of Shares which may be issued under all Awards under
the Plan shall be 7,000,000 (subject to further adjustment upon certain changes
in the Company's capitalization as described below). Shares to be issued under
the Plan shall be Shares reacquired and held in the treasury of the Company. If
any Shares covered by an Award or to which an Award relates are not purchased or
are forfeited, or if an Award otherwise terminates without delivery of any
Shares, then the number of Shares counted against the aggregate number of Shares
available under the Plan with respect to such Award, to the extent of any such
forfeiture or termination, shall again be available for granting Awards under
the Plan.

          (b)  Accounting for Awards. For purposes of this Section 4, if an
               ---------------------
Award entitles the holder thereof to receive or purchase Shares, the number of
Shares covered by such Award or to which such Award relates shall be counted on
the date of grant of such Award against the aggregate number of Shares available
for granting Awards under the Plan.

          (c)  Adjustments.  In the event that the Committee shall determine
               -----------
that any dividend or other distribution (whether in the form of cash, Shares,
other securities or other property), recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Shares or other securities of the
Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company or other similar corporate transaction or event
affects the Shares 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 shall, in such manner as it may deem equitable, adjust any or all of
(i) the number and type of Shares (or other securities or other property) which
thereafter may be made the subject of Awards, (ii) the number and type of Shares
(or other securities or other property) subject to outstanding Awards and (iii)
the purchase or exercise price with respect to any Award; provided, however,
                                                          --------  -------
that the number of Shares covered by any Award or to which such Award relates
shall always be a whole number.

Section 5.  Eligibility.
-----------------------

     Any Eligible Person shall be eligible to be designated a Participant.  In
determining which Eligible Persons shall receive an Award and the terms of any
Award, the Committee may take into account the nature of the services rendered
by the respective Eligible Persons, their present and potential contributions to
the success of the Company or such other factors as the Committee, in its
discretion, shall deem relevant.

Section 6.  Awards.
------------------

          (a)  Options.  The Committee is hereby authorized to grant Options to
               -------
Participants with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the Plan as the
Committee shall determine:

               (i)    Exercise Price. The purchase price per Share purchasable
                      --------------
     under an Option shall be determined by the Committee; provided, however,
                                                           --------  -------
     that such purchase price shall not be less than 100% of the Fair Market
     Value of a Share on the date of grant of such Option.

               (ii)   Option Term. The term of each Option shall be fixed by the
                      -----------
     Committee.

               (iii)  Time and Method of Exercise. The Committee shall determine
                      ---------------------------
the time or times at which an Option may be exercised in whole or in part and
the method or methods by which, and the form or forms (including, without
limitation, cash, Shares, promissory notes, other securities, other Awards or
other property, or any combination thereof, having a Fair Market Value on the
exercise date equal to the relevant exercise price) in which, payment of the
exercise price with respect thereto may be made or deemed to have been made.

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          (b)  Restoration Options. The Committee may grant Restoration Options,
               -------------------
separately or together with an Option, pursuant to which, subject to the terms
and conditions established by the Committee and any applicable law, the
Participant would be granted a new Option when the payment of the exercise price
of the non-qualified stock option to which such Restoration Option relates is
made by the delivery or withholding of Shares pursuant to the relevant
provisions of the plan or agreement relating to such non-qualified stock option.
The new Option shall give the holder the right to purchase the number of Shares
not exceeding the sum of (A) the number of Shares so provided as consideration
upon the exercise of the previously granted non-qualified stock option to which
such Restoration Option relates and (B) the number of Shares, if any, tendered
or withheld as payment of the amount to be withheld under applicable tax laws in
connection with the exercise of the non-qualified stock option to which such
Restoration Option relates pursuant to the relevant provisions of the plan or
agreement relating to such non-qualified stock option. Restoration Options may
be granted with respect to Options previously granted under the Plan or any
other stock option plan of the Company, and may be granted in connection with
any Option granted under the Plan or any other stock option plan of the Company
at the time of such grant; provided, however, that Restoration Options may only
                           --------  -------
be granted to Eligible Persons.

          (c)  Stock Appreciation Rights. The Committee is hereby authorized to
               -------------------------
grant Stock Appreciation Rights to Participants subject to the terms of the Plan
and any applicable Award Agreement. A Stock Appreciation Right granted under the
Plan shall confer on the holder thereof a right to receive upon exercise thereof
the excess of (i) the Fair Market Value of one Share on the date of exercise
(or, if the Committee shall so determine, at any time during a specified period
before or after the date of exercise) over (ii) the grant price of the Stock
Appreciation Right as specified by the Committee, which price shall not be less
than 100% of the Fair Market Value of one Share on the date of grant of the
Stock Appreciation Right. Subject to the terms of the Plan and any applicable
Award Agreement, the grant price, term, methods of exercise, dates of exercise,
methods of settlement and any other terms and conditions of any Stock
Appreciation Right shall be as determined by the Committee. The Committee may
impose such conditions or restrictions on the exercise of any Stock Appreciation
Right as it may deem appropriate.

          (d)  Restricted Stock and Restricted Stock Units. The Committee is
               -------------------------------------------
hereby authorized to grant Awards of Restricted Stock and Restricted Stock Units
to Participants with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the Plan as the
Committee shall determine:

               (i)    Restrictions. Shares of Restricted Stock and Restricted
                      ------------
     Stock Units shall be subject to such restrictions as the Committee may
     impose (including, without limitation, any limitation on the right to vote
     a Share of Restricted Stock or the right to receive any dividend or other
     right or property with respect thereto), which restrictions may lapse
     separately or in combination at such time or times, in such installments or
     otherwise as the Committee may deem appropriate.

               (ii)   Stock Certificates. Any Restricted Stock granted under the
                      ------------------
     Plan shall be evidenced by issuance of a stock certificate or certificates,
     which certificate or certificates shall be held by the Company. Such
     certificate or certificates shall be registered in the name of the
     Participant and shall bear an appropriate legend referring to the terms,
     conditions and restrictions applicable to such Restricted Stock. In the
     case of Restricted Stock Units, no Shares shall be issued at the time such
     Awards are granted.

               (iii)  Forfeiture; Delivery of Shares. Except as otherwise
                      ------------------------------
     determined by the Committee, upon termination of employment (as determined
     under criteria established by the Committee) during the applicable
     restriction period, all Shares of Restricted Stock and all Restricted Stock
     Units at such time subject to restriction shall be forfeited and reacquired
     by the Company; provided, however, that the Committee may, when it finds
     that a waiver would be in the best interest of the Company, waive in whole
     or in part any or all remaining restrictions with respect to Shares of
     Restricted Stock or Restricted Stock Units. Any Share representing
     Restricted Stock that is no longer subject to restrictions shall be
     delivered to the holder thereof promptly after the applicable restrictions
     lapse or are waived. Upon the lapse or waiver of restrictions and the
     restricted period

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     relating to Restricted Stock Units evidencing the right to receive Shares,
     such Shares shall be issued and delivered to the holders of the Restricted
     Stock Units.

          (e)  Performance Awards.  The Committee is hereby authorized to grant
               ------------------
Performance Awards to Participants subject to the terms of the Plan and any
applicable Award Agreement. A Performance Award granted under the Plan (i) may
be denominated or payable in cash, Shares (including, without limitation,
Restricted Stock), other securities, other Awards or other property and (ii)
shall confer on the holder thereof the right to receive payments, in whole or in
part, upon the achievement of such performance goals during such performance
periods as the Committee shall establish. Subject to the terms of the Plan and
any applicable Award Agreement, the performance goals to be achieved during any
performance period, the length of any performance period, the amount of any
Performance Award granted, the amount of any payment or transfer to be made
pursuant to any Performance Award and any other terms and conditions of any
Performance Award shall be determined by the Committee.

          (f)  Other Stock-Based Awards. The Committee is hereby authorized to
grant to Participants such other Awards that are denominated or payable in,
valued in whole or in part by reference to, or otherwise based on or related to,
Shares (including, without limitation, securities convertible into Shares), as
are deemed by the Committee to be consistent with the purpose of the Plan;
provided, however, that such grants must comply with applicable law.
--------  -------
Subject to the terms of the Plan and any applicable Award Agreement, the
Committee shall determine the terms and conditions of such Awards. Shares or
other securities delivered pursuant to a purchase right granted under this
Section 6(f) shall be purchased for such consideration, which may be paid by
such method or methods and in such form or forms (including without limitation,
cash, Shares, promissory notes, other securities, other Awards or other property
or any combination thereof), as the Committee shall determine, the value of
which consideration, as established by the Committee, shall not be less than
100% of the Fair Market Value of such Shares or other securities as of the date
such purchase right is granted.

          (g)  General.
               -------

               (i)    No Cash Consideration for Awards. Awards shall be granted
                      --------------------------------
     for no cash consideration or for such minimal cash consideration as may be
     required by applicable law.

               (ii)   Awards May Be Granted Separately or Together. Awards may,
                      --------------------------------------------
     in the discretion of the Committee, be granted either alone or in addition
     to, in tandem with or in substitution for any other Award or any award
     granted under any plan of the Company or any Affiliate other than the Plan.
     Awards granted in addition to or in tandem with other Awards or in addition
     to or in tandem with awards granted under any such other plan of the
     Company or any Affiliate may be granted either at the same time as or at a
     different time from the grant of such other Awards or awards.

               (iii)  Forms of Payment under Awards. Subject to the terms of the
                      -----------------------------
     Plan and of any applicable Award Agreement, payments or transfers to be
     made by the Company or an Affiliate upon the grant, exercise or payment of
     an Award may be made in such form or forms as the Committee shall determine
     (including, without limitation, cash, Shares, promissory notes, other
     securities, other Awards or other property or any combination thereof), and
     may be made in a single payment or transfer, in installments or on a
     deferred basis, in each case in accordance with rules and procedures
     established by the Committee. Such rules and procedures may include,
     without limitation, provisions for the payment or crediting of reasonable
     interest on installment or deferred payments.

               (iv)  Limits on Transfer of Awards. Unless otherwise determined
                     ----------------------------
     by the Committee: (a) no Award and no right under any such Award shall be
     transferable by a Participant otherwise than by will or by the laws of
     descent and distribution; provided, however, that, if so determined by the
                               --------  -------
     Committee, a Participant may, in the manner established by the Committee,
     designate a beneficiary or beneficiaries to exercise the rights of the
     Participant and receive any

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<PAGE>

     property distributable with respect to any Award upon the death of the
     Participant; (b) each Award or 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 guardian or legal
     representative; and (c) no Award or right under any such Award may be
     pledged, alienated, attached or otherwise encumbered, and any purported
     pledge, alienation, attachment or encumbrance thereof shall be void and
     unenforceable against the Company or any Affiliate.

               (v)   Term of Awards. The term of each Award shall be for such
                     --------------
     period as may be determined by the Committee.

               (vi)  Restrictions; Securities Exchange Listing. All certificates
                     -----------------------------------------
     for Shares or other securities delivered under the Plan pursuant to any
     Award or the exercise thereof shall be subject to such stop transfer orders
     and other restrictions as the Committee may deem advisable under the Plan
     or the rules, regulations and other requirements of the Securities and
     Exchange Commission and any applicable federal or state securities laws,
     and the Committee may cause a legend or legends to be placed on any such
     certificates to make appropriate reference to such restrictions. If the
     Shares or other securities are traded on a securities exchange, the Company
     shall not be required to deliver any Shares or other securities covered by
     an Award unless and until such Shares or other securities have been
     admitted for trading on such securities exchange.

Section 7.  Amendment and Termination; Adjustments.
--------------------------------------------------

     Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award Agreement or in the Plan:

          (a)  Amendments to the Plan. The Board of Directors of the Company may
               ----------------------
amend, alter, suspend, discontinue or terminate the Plan.

          (b)  Amendments to Awards. The Committee may waive any conditions 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
herein provided.

          (c)  Correction of Defects, Omissions and Inconsistencies. The
               ----------------------------------------------------
Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem desirable to carry the Plan into effect.

Section 8.  Income Tax Withholding.
----------------------------------

     In order to comply with all applicable federal or state income tax laws or
regulations, the Company may take such action as it deems appropriate to ensure
that all applicable federal or state payroll, withholding, income or other
taxes, which are the sole and absolute responsibility of a Participant, are
withheld or collected from such Participant. In order to assist a Participant in
paying all or a portion of the federal and state taxes to be withheld or
collected upon exercise or receipt of (or the lapse of restrictions relating to)
an Award, the Committee, in its discretion and subject to such additional terms
and conditions as it may adopt, may permit the Participant to satisfy such tax
obligation by (i) electing to have the Company withhold a portion of the Shares
otherwise to be delivered upon exercise or receipt of (or the lapse of
restrictions relating to) such Award with a Fair Market Value equal to the
amount of such taxes or (ii) delivering to the Company Shares other than Shares
issuable upon exercise or receipt of (or the lapse of restrictions relating to)
such Award with a Fair Market Value equal to the amount of such taxes. The
election, if any, must be made on or before the date that the amount of tax to
be withheld is determined.

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Section 9.  General Provisions.
------------------------------

          (a)  No Rights to Awards. No Eligible Person, Participant or other
               -------------------
Person shall have any claim to be granted any Award under the Plan, and there is
no obligation for uniformity of treatment of Eligible Persons, Participants or
holders or beneficiaries of Awards under the Plan. The terms and conditions of
Awards need not be the same with respect to any Participant or with respect to
different Participants.

          (b)  Award Agreements. No Participant will have rights under an Award
               ----------------
granted to such Participant unless and until an Award Agreement shall have been
duly executed on behalf of the Company.

          (c)  No Limit on Other Compensation Arrangements. Nothing contained in
               -------------------------------------------
the Plan shall prevent the Company or any Affiliate from adopting or continuing
in effect other or additional compensation arrangements, and such arrangements
may be either generally applicable or applicable only in specific cases.

          (d)  No Right to Employment. The grant of an Award shall not be
               ----------------------
construed as giving a Participant the right to be retained in the employ of the
Company or any Affiliate, nor will it affect in any way the right of the Company
or an Affiliate to terminate such employment at any time, with or without cause.
In addition, the Company or an Affiliate may at any time dismiss a Participant
from employment free from any liability or any claim under the Plan, unless
otherwise expressly provided in the Plan or in any Award Agreement.

          (e)  Governing Law. The validity, construction and effect of the Plan
               -------------
or any Award, and any rules and regulations relating to the Plan or any Award,
shall be determined in accordance with the laws of the State of Minnesota.

          (f)  Severability. If any provision of the Plan or any Award is or
               ------------
becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction
or would disqualify the Plan or any Award 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 or the Award, such provision shall be stricken as to such jurisdiction
or Award, and the remainder of the Plan or any such Award shall remain in full
force and effect.

          (g)  No Trust or Fund Created. Neither the Plan nor any Award 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 any Affiliate.

          (h)  No Fractional Shares. No fractional Shares shall be issued or
               --------------------
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash shall be paid in lieu of any fractional Shares or whether such
fractional Shares or any rights thereto shall be canceled, terminated or
otherwise eliminated.

          (i)  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.

Section 10.  Effective Date of the Plan.
---------------------------------------

     The Plan shall be effective as of April 9, 1997.

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<PAGE>

Section 11.  Term of the Plan.
-----------------------------

     Unless the Plan shall have been discontinued or terminated as provided in
Section 7(a), the Plan shall terminate on April 9, 2007. No Award shall be
granted after the termination of the Plan. However, unless otherwise expressly
provided in the Plan or in an applicable Award Agreement, any Award theretofore
granted may extend beyond the termination of the Plan, and the authority of the
Committee provided for hereunder with respect to the Plan and any Awards, and
the authority of the Board of Directors of the Company to amend the Plan, shall
extend beyond the termination of the Plan.


Adopted as of 4/9/97
Amended 8/18/98 (two-for-one stock split)
Amended 3/14/00 (increase in shares available)

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