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                                                                   EXHIBIT 10.12

                                 SUPERVALU INC.
                              EXCESS BENEFITS PLAN
                               (2002 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. Excess Benefit Plan (1989 Restatement), as
Amended By that FIRST AMENDMENT adopted and effective June 30, 1998 (hereinafter
the "Plan"); and

                WHEREAS, this corporation desires to amend and restate the Plan
to allow participants therein who have retired or otherwise terminated their
employment to request an immediate lump sum payment of all or a portion of their
benefits under the Plan subject a forfeiture of a portion of such amount; and

                WHEREAS, this corporation desires to further amend the Plan to
reflect the change in the corporation's name from Super Valu Stores, Inc. to
SUPERVALU INC.;

                WHEREAS, this corporation desires to restate the Plan to
incorporate the forgoing amendments;


                NOW THEREFORE, This corporation does hereby amend and restate
the previously established "Super Valu Stores, Inc. Excess Benefit Plan (1989
Restatement)" as follows:


1. Plan Name. This plan shall be referred to as the SUPERVALU INC. EXCESS
BENEFITS PLAN (2002 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 SUPERVALU 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 SUPERVALU 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 this 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


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erroneous participation shall immediately terminate ab initto and upon demand
such person shall be obligated to reimburse SUPERVALU 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 SUPERVALU
INC. in such one of the following Actuarially Equivalent forms as the
participating employee shall have elected in writing not later than June 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 employee in a lump sum 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 June 1, 1990:

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


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         (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.

The foregoing not to the contrary, following the date a participating employee
retires from, or otherwise terminates his or her employment with, SUPERVALU INC.
or a subsidiary, such person, or in the event of such person's death, his or her
surviving spouse or beneficiary, may, at any time, request an immediate lump sum
payment of all or part of the present value of the benefit remaining payable
pursuant to Section 3.1 above, subject to forfeiture of ten percent (10%) of
such amount.

         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 following 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 SUPERVALU 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. NONQUALIFIED SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN. 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 limitation of section
                  401(a)(17) of the Code, over


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         (ii)     the amount actually allocated for the participating employee
                  under the Profit Sharing 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 SUPERVALU 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 SUPERVALU 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 SUPERVALU INC. Deferred Compensation Plan
to the participating employee or survivors of the participating employee shall
be governed under the terms and provisions of the SUPERVALU 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 SUPERVALU INC. in such
one of the following Actuarially Equivalent forms as the participating employee
shall have elected in writing delivered to the Committee not later than June 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).


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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 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 June 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. Commutation of Retirement Plan Excess Benefits. At the election of the
Compensation Committee of the Board of Directors of SUPERVALU 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 SUPERVALU INC.
Deferred Compensation Plan as of the date of commutation for payment in
accordance with the terms of that plan. If the Compensation Committee 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.


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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 SUPERVALU 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. SUPERVALU 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 SUPERVALU INC. Deferred
Compensation Plan, shall be forfeited upon the determination by the Compensation
Committee of the Board of Directors of SUPERVALU 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 SUPERVALU INC. or a subsidiary;

         (ii)     has divulged to a competitor any confidential information, or
                  trade information, or trade secrets of SUPERVALU INC. or a
                  subsidiary; or

         (iii)    has provided SUPERVALU INC. or a subsidiary with materially
                  false reports concerning his business interests or employment;
                  or

         (iv)     has made materially false representations which are relied
                  upon by SUPERVALU 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 SUPERVALU INC. or a subsidiary;
                  or

         (vi)     has engaged in conduct causing a serious violation of state or
                  federal law by SUPERVALU INC. or a subsidiary; or

         (vii)    has engaged in the theft of assets or funds of SUPERVALU INC.
                  or a subsidiary; or

         (viii)   has engaged in fraud or dishonesty toward SUPERVALU 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 SUPERVALU INC.
                  or a subsidiary or materially affected his ability to
                  discharge the duties of his employment with SUPERVALU 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 SUPERVALU INC. or a
                  subsidiary within the geographical area which is then served
                  by SUPERVALU INC. or the subsidiary.


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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 SUPERVALU INC. a
written claim for benefits under the Plan. Within ninety (90) days after the
filing of such a claim, the Compensation Committee sha11 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;

         (b)      the specific references to the pertinent provisions of this
                  Plan Statement an 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 Committee 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 f1led on forms to be
                  furnished by the Compensation Committee upon request.

         (b)      All decisions on claim 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.


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         (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.

         (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 terminations 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 Minnesota 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.

12. Change in Control.

         12.1. 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


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                  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
                  "IncumbentDirectors ") 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 the five (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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