<PAGE>

                                                                    EXHIBIT 10.7

                                  Working Copy

                             SUPER VALU STORES, INC.
                              EXCESS BENEFITS PLAN
                               (1989 Restatement)

                        First Effective February 24, 1985
               As Amended and Restated Effective February 28, 1987
                                       And
               As Amended and Restated Effective February 26, 1989

                                       AND

                                  As Amended By

             The FIRST AMENDMENT Adopted and Effective June 30, 1998

Note: Material added or modified by the First Amendment is shown in italics.
      Modified section numbers are not generally shown in italics.

--------------------------------------------------------------------------------

     This Working Copy has been compiled from the original Plan documents and
amendments for the convenience of those charged with administration of the Plan.
This Working Copy has not been approved, ratified or executed by the company,
its board, its officers or any committee. This Working Copy is not, therefore,
an official legal document under which the Plan is maintained. Certain
questions, particularly questions relating to the effectiveness of amendments,
can only be resolved by referring to the original Plan documents and amendments.
<PAGE>

                             SUPER VALU STORES, INC.
                              EXCESS BENEFITS PLAN
                               (1989 Restatement)

     WHEREAS, This corporation and certain subsidiaries of this corporation have
heretofore adopted and currently maintain a defined benefit pension plan known
as the Super Valu Stores, Inc. Retirement Plan (hereinafter the "Retirement
Plan") and several defined contribution profit sharing plans (hereinafter
collectively the "Profit Sharing Plans") for the purpose of developing
retirement benefits for employees; and

     WHEREAS, The Retirement Plan and the Profit Sharing Plans are subject to
the Employee Retirement Income Security Act of 1974, as amended (hereinafter
"ERISA") and they are intended to qualify under section 401(a) of the Internal
Revenue Code of 1954, as amended (hereinafter the "Code"); and

     WHEREAS, By operation of section 401(a) of the Code, benefits which may
be paid under the Retirement Plan and allocations which may be made under the
Profit Sharing Plans are restricted so that they do not exceed certain maximum
limitations established under section 415 of the Code; and

     WHEREAS, For benefits accruing under the Retirement Plan and Profit Sharing
Plans during plan years beginning after December 31, 1988, the maximum amount of
annual compensation which may be taken into account for any employee may not
exceed a fixed dollar amount which is established under section 401(a)(17) of
the Code; and

     WHEREAS, Changes in the Retirement Plan accrued benefit formula were
required to be made effective February 26, 1989, to keep the Retirement Plan in
compliance with section 401(1) of the Code and these changes had the effect of
reducing the expected benefits which certain employees might have expected to
realize if the Retirement Plan formulas had not been changed; and

     WHEREAS, ERISA authorizes the establishment of an unfunded, nonqualified
plan of deferred compensation maintained by an employer solely for the purpose
of providing benefits for employees which are in excess of the limitations on
benefits and allocations imposed on qualified plans by section 415 of the Code;
and

     WHEREAS, ERISA also authorizes the establishment of an unfunded,
nonqualified plan maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees;
and

     WHEREAS, Effective February 24, 1985, this corporation did establish a
nonqualified plan known as the "Super Valu Stores, Inc. Excess Benefit Plan" and
did amend and
<PAGE>

restate the same effective February 28, 1987, in a document known as the "Super
Valu Stores, Inc. Excess Benefit Plan (1987 Restatement)"; and

     WHEREAS, It is in the interest of this corporation to provide the full
benefits promised to certain employees under the Retirement Plan and to make the
full allocations for certain employees under the Profit Sharing Plans without
regard to the limitations on benefits and allocations imposed by section 415 of
the Code and without regard to the compensation limitation imposed by section
401 (a)(1 7) of the Code and that an unfunded nonqualified deferred compensation
plan be maintained for this and other purposes; -

     NOW THEREFORE, This corporation does hereby amend and restate the
previously established "Super Valu Stores, Inc. Excess Benefit Plan (1987
Restatement)" and amend it to incorporate features of an unfunded, nonqualified
deferred compensation plan, the terms and conditions of which are as follows:

1. Plan Name. This plan shall be referred to as the SUPER VALU STORES, INC.
EXCESS BENEFITS PLAN (1989 Restatement) (hereinafter the "Plan").

2. Participating Employees.

     2.1. General Rules. The individuals eligible to participate in and receive
benefits under the Plan are those of Super Valu Stores, Inc. and its
subsidiaries who, on or after February 24, 1985:

     (i)  are participating employees in the Retirement Plan or a Profit Sharing
          Plan, or both; and

     (ii) are actively employed by Super Valu Stores, Inc. or one of its
          subsidiaries; and

    (iii) are affirmatively selected for participation in this Plan by the
          Compensation Committee of the Board of Directors.

     2.2. Specific Exclusions. Notwithstanding anything apparently to the
contrary in this Plan or in any written communication, summary, resolution or
document or oral communication, no individual shall be a participating employee
in this Plan, develop benefits under this Plan or be entitled to receive
benefits under tl-~s Plan (either for himself or his survivors) unless such
individual is a member of a select group of management or highly compensated
employees (as that expression is used in ERISA). If a court of competent
jurisdiction, any representative of the U.S. Department of Labor or any other
governmental, regulatory or similar body makes any direct or indirect, formal or
informal, determination that an individual is not a member of a select group of
management or highly compensated employees (as that expression is used in
ERISA), such individual shall not be (and shall not have ever been) a
participating employee in this Plan at any time. If any person not so defined
has been erroneously treated as a participating employee in this Plan, upon
discovery of such error such person's erroneous participation shall immediately
terminate ab initio and upon demand

                                      -2-
<PAGE>

such person shall be obligated to reimburse Super Valu Stores, Inc. for all
amounts erroneously paid to him or her.

3. Benefit for Retirement Plan Participating Employees.

     3.1. General Amount. Except to the extent provided otherwise in Section
3.5, this Plan shall pay to participating employees the excess, if any, of

     (i)   the amount that would have been payable under the Retirement Plan if
           such benefit had been determined without regard to the benefit
           limitations under section 415 of the Code and without regard to the
           compensation limitation of section 401(a)(17) of the Code, over

     (ii)  the amount actually paid from the Retirement Plan.

     3.2. Form. Except as provided in paragraph 6 below, this benefit (minus the
withholding and payroll taxes which must be deducted therefrom) shall be paid to
the participating employee directly from the general assets Super Valu Stores,
Inc. in such one of the following Actuarially Equivalent forms as the
participating employee shall have elected in writing not later than October 1,
1990:

     (i)   a single lump sum;

     (ii)  a series of five (5) equal annual installments;

     (iii) a series of ten (10) equal annual installments;

     (iv)  a single life annuity (also known as a Basic Pension);

     (v)   a joint and 50% to surviving spouse annuity;

     (vi)  a joint and 67% to surviving spouse annuity; or

     (vii) a joint and 100% to surviving spouse annuity.

Actuarially Equivalent value shall be determined by reference to the rules and
factors in effect under the Retirement Plan at the time the benefit is first
payable. Benefits payable to a surviving spouse shall be paid only to the
person, if any, who was the participating employee's surviving spouse at the
time of the Termination of Employment. If there is no such surviving spouse at
such time, all elections of forms paying benefits to a surviving spouse shall be
deemed to be elections of a single life annuity (or Basic Pension) form. Amounts
payable to the participating

                                      -3-
<PAGE>

or installment form which are not paid at the participating employee's death
shall be paid to the participating employee's estate.

     3.3. Time. The payment shall be made (in the case of a single lump sum) or
commenced (in the case of installments or an annuity) at whichever of the
following dates as the participating employee shall have elected in writing
delivered to the Committee not later than October 1, 1990:

     (i)   within thirty (30) days after the participating employee shall have
           had a Termination of Employment;

     (ii)  during the March following the date the participating employee shall
           have had a Termination of Employment;

     (iii) during the March following the date the participating employee shall
           have attained age sixty-two (62) years or had a Termination of
           Employment, if later;

     (iv)  during the March following the date the participating employee shall
           have attained age sixty-five (65) years or had a Termination of
           Employment, if later.

     3.4. Default. If for any reason a participating employee shall have failed
to make a timely written designation of form and time for distribution
(including reasons beyond the control of the participating employee), the
distribution shall be made in a single lump sum during the March fol.lowing the
date the participating employee shall have had a Termination of Employment. If
the Participant shall have not filed an application for a benefit within five
(5) years after his Normal Retirement Date (or his Termination of Employment, if
later), such benefit shall be permanently and irrevocably forfeited.

     3.5. Special Benefit. In lieu of all benefits described in Section 3.1 and
Section 5 there shall be paid to (and with respect to) participating employees
who:

     (i)   were born before March 1, 1952; and

     (ii)  have not less than fifteen (15) years of Credited Service with Super
           Valu Stores, Inc. and its subsidiaries under the Retirement Plan at
           termination of employment; and

     (iii) are "highly compensated employees" as defined in Code section 414(q)
           at the time of their termination of employment; and

     (iv)  were actively employed by Super Valu Stores, Inc. and participating
           in the Retirement Plan on February 26, 1989,

only the benefits, if any, described in the separate nonqualified plan document
titled as the SUPER VALU STORES, INC. NONQUALIF~IED SUPPLEMENTAL EXECUTWE
RETIREMENT PLAN.

                                      -4-
<PAGE>

Notwithstanding anything apparently to the contrary such persons shall not be
entitled to participate in or develop benefits under or receive benefits from
this Plan.

4. Benefit For Profit Sharing Plan Participating Employees. This Plan shall
provide for participating employees as defined in Section 2.1, the excess, if
any, of:

     (i)  the amount which would have been allocated for the participating
          employee under the Profit Sharing Plans if such allocation had been
          determined without regard to the allocation limitations under section
          415 of the Code and- without regard to the compensation limitatiorvof
          section 401(a)(17) of the Code, over

     (ii) the amount actually allocated for the participating employee under the
          Profit Sharing ZD Plans after taking into account the allocation
          limitations under section 415 of the Code and the compensation
          limitation of section 401(a)(17) of the Code.

This benefit shall be credited to an account for the participating employee
under the Super Valu Stores, Inc. Deferred Compensation Plan at the same time as
the contribution would have been made for the participating employee if it had
been made under the Profit Sharing Plan. Provided, however, if the participating
employee is not fully (100%) vested under the Profit Sharing Plan at that time
of contribution, the contribution shall not be credited under Super Valu Stores,
Inc. Deferred Contribution Plan until such time as the participating employee is
fully (100%) vested under the Profit Sharing Plan. All matters concerning
distribution of this benefit from the Super Valu Stores, Inc. Deferred
Compensation Plan to the participating employee or survivors of the
participating employee shall be governed under the terms and provisions of the
Super Valu Stores, Inc. Deferred Compensation Plan including that plan's accrual
of interest provisions (and not this document or the Profit Sharing Plans'
documents).

5. Benefit to Retirement Plan Beneficiaries.

     5.1. Amount. There shall be paid under this Plan and to the surviving
spouse or other joint or contingent annuitant or beneficiary of a participating
employee as defined in Section 2.1 (subject to the exclusion in Section 3.5),
the excess, if any, of.

     (i)  the amount which would have been payable under the Retirement Plan if
          such benefit had been determined without regard to the benefit
          limitations of section 415 of the Code and without regard to the
          compensation limitation of section 401(a)(17) of the Code, over

     (ii) the amount actually paid from the Retirement Plan.

     5.2. Form. Except as provided in paragraph 6 below, this benefit (minus the
withholding and payroll taxes which must be deducted therefrom) shall be paid to
such person directly from the general assets of Super Valu Stores, Inc. in such
one of the following Actuarially Equivalent forms

                                      -5-
<PAGE>

as the participating employee shall have elected in writing delivered to the
Committee not later than October 1, 1990:

     (i)  a single lump sum;

     (ii) a series of five (5) annual installments;

    (iii) a series of ten (10) annual installments;

     (iv) a single life annuity (for, the life of the joint annuitant only).

Actuarially Equivalent value shall be deten-nined by reference to the rules and
factors in effect under the Retirement Plan at the time the benefit is first
payable. Benefits payable to a surviving spouse shall be paid only to the
person, if any, who was the participating employee's surviving spouse at the
time of the Termination of Employment. If there is no such surviving spouse at
such Termination of Employment, all elections of forms paying benefits to a
surviving spouse shall be deemed to be elections of a single life annuity (or
Basic Pension) form. Benefits payable in a lump sum or installment form that
have not been paid at the death of the Beneficiary shall be payable to the
Beneficiary's estate.

     5.3. Time. The payment shall be made (in the case of a single lump sum) or
commenced (in the case of installments or an annuity) at whichever of the
following dates as the participating employee shall have elected in writing
delivered to the Committee not later than October 1, 1990:

     (i)  within thirty (30) days after the participating employee shall have
          died;

     (ii) during the March following the date the participating employee shall
          have died;

    (iii) during the March following the date the participating employee shall
          have attained age sixty-two (62) years or died if later;

     (iv) during the March following the date the participating employee shall
          have attained age sixty-five (65) years or died if later.

     5.4. Default. If for any reason a participating employee shall have failed
to make such a timely written designation of form and time for distribution
(including reasons beyond the control of the participating employee), the
distribution shall be made in a single lump sum during the March following the
date the participating employee shall have died. No spouse, former spouse,
designated Joint Annuitant or Beneficiary shall have any right to participate in
the Participant's selection of the time or the form of benefit or the
designation of a Joint Annuitant or Beneficiary or the changing of the same. If
the Participant shall have not filed an application for a benefit within five
(5) years after his Normal Retirement Date (or his Termination of Employment, if
later), such benefit shall be permanently and irrevocably forfeited.

                                      -6-
<PAGE>

6. Commutation of Retirement Plan Excess Benefits. At the election of the
Compensation Conunittee of the Board of Directors of Super Valu Stores, Inc. (or
its authorized agent), and for the purpose of minimizing employer payroll or
other taxes due on benefits payable under this Plan with respect to the
Retirement Plan, the Compensation Committee may commute the value of benefits
payable to or with respect to participating employee at the time of the
retirement, quit, discharge, death or other termination of employment of the
participating employee. The commuted single sum of the value so determined shall
be calculated by reference to the interest and mortality factors then in effect
under the Retirement Plan with respect to which the commuted benefits are paid.
The commuted single sum value shall then be -transferred to the Super Valu
Stores, Inc. Deferred Compensation Plan as of the date of commutation for
payment in accordance with the terms of that plan. If the Compensation
Corrunittee elects to commute Retirement Plan benefits payable to or with
respect to a participating employee, the Compensation Committee shall cause the
participating employee or other person to whom such benefits are payable to be
immediately notified in writing of that commutation.

7. Funding. All benefits payable under this Plan shall be paid exclusively from
the general assets of Super Valu Stores, Inc. and no fund or trust shall be
established apart from the general assets of such corporation for this purpose
nor shall any assets or property be segregated or set apart from such
corporation's general assets for the purposes of funding this Plan.

8. General Matters. This Plan shall not alter, enlarge or diminish any person's
employment rights or obligations or rights or obligations under a Retirement
Plan or a Profit Sharing Plan. The Compensation Committee of the Board of
Directors of Super Valu Stores, Inc. may amend this Plan prospectively,
retroactively, or both, at any time and for any reason deemed sufficient by it
without notice to any person affected by this Plan and may likewise terminate
or curtail the benefits of this Plan both with regard to persons expecting to
receive benefits hereunder in the future and persons already receiving benefits
at the time of such action. Super Valu Stores, Inc. shall be the Plan
Administrator of this Plan.

9. Forfeiture of Benefits. All unpaid benefits under this Plan, including
without limiting the generality of the foregoing, undistributed accruals
attributable to this Plan which are developed under the Super Valu Stores, Inc.
Deferred Compensation Plan, shall be forfeited upon the determination by the
Compensation Committee of the Board of Directors of Super Valu Stores, Inc. that
the participating employee, either before or after termination of employment:

     (i)   has engaged in a felonious, fraudulent or other activity resulting in
           harm to Super Valu Stores, Inc. or a subsidiary;

     (ii)  has divulged to a competitor any confidential information, or trade
           information, or 0 trade secrets of Super Valu Stores, Inc. or a
           subsidiary; or

     (iii) has provided Super Valu Stores, Inc. or a subsidiary with materially
           false reports concerning his business interests or employment; or

                                      -7-
<PAGE>

     (iv)  has made materially false representations which are relied upon by
           Super Valu Stores, Inc. or a subsidiary in furnishing information to
           shareholders, stock exchange or the Securities and Exchange
           Commission; or

     (v)   has maintained an undisclosed, unauthorized and material conflict of
           interest in the discharge of the duties owed by the participating
           employee to Super Valu Stores, Inc. or a subsidiary; or

     (vi)  has engaged in conduct causing a serious violation of state or
           federal law by Super Valu Stores, Inc. or a subsidiary; or

     (vii) has engaged in the theft of assets or funds of Super Valu Stores,
           Inc. or a subsidiary; or

    (viii) has engaged in fraud or dishonesty toward Super Valu Stores, Inc. or
           a subsidiary which is admitted or judicially proven; or

     (ix)  has been convicted of any crime which directly or indirectly arose
           out of his employment relationship with Super Valu Stores, Inc. or a
           subsidiary or materially affected his ability to discharge the duties
           of his employment with Super Valu Stores, Inc. or a subsidiary; or

     (x)   has during his employment or for a period of two years after the
           termination of his employment engaged in any employment or
           self-employment with a competitor of Super Valu Stores, Inc. or a
           subsidiary within the geographical area which is then served by Super
           Valu Stores, Inc. or the subsidiary.

10. Claims Procedure. An application for benefits under Section 3, 4, 5 or 6
shall be considered as a claim for the purposes of this section.

     10.1. Original Claim. Any employee, former employee, joint annuitant or
beneficiary of such employee or former employee may, if he so desires, file with
the Compensation Committee of the Board of Directors of Super Valu Stores, Inc.
a written claim for benefits under the Plan. Within ninety (90) days after the
filing of such a claim, the Compensation Committee shall notify the claimant in
writing whether his claim is upheld or denied in whole or in part or shall
furnish the claimant a written notice describing specific special circumstances
requiring a specified amount of additional time (but not more than one hundred
eighty days from the date the claim was filed) to reach a decision on the claim.
If the claim is denied in whole or in part, the Compensation Committee shall
state in writing:

     (a)   the specific reasons for the denial;

                                      -8-
<PAGE>

     (b)  the specific references to the pertinent provisions of this Plan
          Statement on which the denial is based;

     (c)  a description of any additional material or information necessary for
          the claimant to perfect the claim and an explanation of why such
          material or information is necessary; and

     (d)  an explanation of the claims review procedure set forth in this
          section.

     10.2. Claims Review Procedure. Within sixty (60) days after receipt of
notice that his claim has been denied in whole or in part, the claimant may file
with the Compensation Conunittee a written request for a review and may, in
conjunction therewith, submit written issues and comments. Within sixty (60)
days after the filing of such a request for review, the Compensation Committee
shall notify the claimant in writing whether, upon review, the claim was upheld
or denied in whole or in part or shall furnish the claimant a written notice
describing specific special circumstances requiring a specified amount of
additional time (but not more than one hundred twenty days from the date the
request for review was filed) to reach a decision on the request for review.

     10.3. General Rules.

     (a)  No inquiry or question shall be deemed to be a claim or a request for
          a review of a denied claim unless made in accordance with the claims
          procedure. The Compensation Committee may require that any claim for
          benefits and any request for a review of a denied claim be filed on
          forms to be furnished by the Compensation Committee upon request.

     (b)  All decisions on claims and on requests for a review of denied claims
          shall be made by the Compensation Committee.

     (c)  The Compensation Committee may, in its discretion, hold one or more
          hearings on a claim or a request for a review of a denied claim.

     (d)  Claimants may be represented by a lawyer or other representative (at
          their own expense), but the Compensation Committee reserves the right
          to require the claimant to furnish written authorization. A claimant's
          representative shall be entitled to copies of all notices given to the
          claimant.

     (e)  The decision of the Compensation Committee on a claim and on a request
          for a review of a denied claim shall be served on the claimant in
          writing. If a decision or notice is not received by a claimant within
          the time specified, the claim or request for a review of a denied
          claim shall be deemed to have been denied.

                                      -9-
<PAGE>

     (f)  Prior to filing a claim or a request for a review of a denied claim,
          the claimant or his representative shall have a reasonable opportunity
          to review a copy of this Plan Statement and all other pertinent
          documents in the possession of the Employer and the Compensation
          Committee.

11. Construction. This Plan is adopted with the understanding that it is in part
an unfunded excess benefit plan within the meaning of Section 3(36) ERISA and is
in part an unfunded plan maintained primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees as provided in sections 201(2), 301(3) and 401(a)(1) of ERISA. Each
provision hereof shall.be interpreted and administered accordingly.

     Unless a contrary intention is clearly expressed herein, terms defined in
the Retirement Plan and used in this Plan shall have the meanings assigned in
the Retirement Plan insofar as this Plan is developing benefits by reference to
the Retirement Plan. Unless a contrary intention is clearly expressed herein,
terms defined in a Profit Sharing Plan and used in this Plan shall have the
meanings assigned in the Profit Sharing Plan insofar as this Plan is developing
benefits by reference to such Profit Sharing Plan.

     It is specifically contemplated that the Retirement Plan and the Profit
Sharing Plans will, from time to time, be amended and possibly terminated. All
such amendments and ten-ninations shall be given effect under this Plan (it
being expressly intended that this Plan shall not freeze or lock in the benefit
structures of such plans as they exist at the adoption of this Plan or upon the
commencement of participation by any participating employee).

     This Plan is adopted in the State of Nfinnesota and shall be construed and
enforced according to the laws of that State to the extent such laws are not
preempted by federal law.

     This Plan will not provide any excess benefits with respect to any stock
bonus plan, employee stock ownership plan or PAYSOP. This Plan shall be
construed to prevent the duplication of benefits provided under any other plan
or arrangement, whether qualified or nonqualified, funded or unfunded, to the
extent that such other benefits are provided directly or indirectly by the
Employer.

================================================================================
                                         First Amendment-Effective June 30, 1998

12. Change in Control.

     12.1. Special Definitions. A "Change of Control" shall be deemed to have
occurred upon any of thefollowing 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

                                      -10-
<PAGE>

================================================================================

          "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, thatfor 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 of 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 orfiduciary 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 in Control.

     12.2. Amendment. Notwithstanding any other provision of the Plan, during
thefive (5) years following a change in control, the provisions of the Plan 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.

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                                      -11-