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                                                                   Exhibit 10.21


                                SUPERVALU INC.
                  NON-EMPLOYEE DIRECTORS DEFERRED STOCK PLAN


    1.    Purpose.  The purpose of the SUPERVALU INC. Non-Employee Directors
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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
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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
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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 ($20,000) (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
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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
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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
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first day of each calendar quarter (the "Credit Date"), a Participant shall
receive a credit to his or her Deferred Stock
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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
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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
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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
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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
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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
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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
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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
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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

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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
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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
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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
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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
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"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,
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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,

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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
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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") (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of
either (i) the then outstanding shares of Common Stock (the "Outstanding Company
Common Stock") or (ii) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); provided, however, that
for purposes of this subsection (a), the following acquisitions shall not
constitute a Change of Control: (i) any acquisition directly from the Company
(ii) any acquisition by the Company, (iii) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (iv) any acquisition by any corporation
pursuant to a transaction which complies with clauses (i), (ii) and (iii) of
subsection (c) hereof; or

    (b) individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
the date hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then constituting the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or

    (c) approval by the shareholders of the Company of a reorganization, merger
or consolidation or sale or other disposition of all or substantially all of the
assets of the Company (a "Business Combination"), in each case, unless,
following such Business Combination, (i) all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 60% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination (including,
without limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination of the Outstanding
Company Common Stock and Outstanding Company Voting Securities, as the case may
be, (ii) no Person (excluding any employee benefit plan (or related trust) of
the Company or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of, respectively, the
then outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (iii) at least a majority of the members
of the Board of Directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination; or

    (d) approval by the stockholders of the Company of a complete liquidation or
dissolution of the Company.

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

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