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                                                                   EXHIBIT 10.15

                                 SUPERVALU INC.

                   THE EXECUTIVE DEFERRED COMPENSATION PLAN II
                     (amended plan adopted February 8, 1989)
                 (as amended May 26, 1989 and November 22, 2002)

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                                TABLE OF CONTENTS

Section                                                                    Page
-------                                                                    ----

1.   Establishment and Purpose.............................................  1

     1.1  Establishment....................................................  1

     1.2  Purpose..........................................................  1

2.   Definitions...........................................................  1

     2.1  Definitions......................................................  1

     2.2  Gender and Number................................................ 14

3.   Eligibility for Participation......................................... 14

4.   Election to Defer..................................................... 15

     4.1  Deferrals........................................................ 15

     4.2  Procedure........................................................ 15

     4.3  Types of Deferral for Initial Participants....................... 16

     4.4  Types of Deferral for Other Participants......................... 17

     4.5  Fixed and Pre-Retirement Deferrals............................... 18

          4.5.1   Fixed Deferrals.......................................... 18

          4.5.2   Long-Term Incentive Bonus Deferral....................... 21

     4.6  Pre-Retirement Distributions..................................... 21

     4.7  Maximum and Minimum Deferrals.................................... 22

     4.8  Rollover Amounts................................................. 22

     4.9  Election to Defer Irrevocable.................................... 24

     4.10 Certain Retirement Benefit Plan Equivalents...................... 25

     4.11 SUPERVALU INC. Defined Contribution Plan and
            Pre-Tax Savings and Profit Sharing Plan Benefit
            Equivalents.................................................... 26

 5.  Deferral Accounts..................................................... 27

     5.1  Establishment and Crediting of Account........................... 27

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     5.2  Compensation, Rollover Amount and Retirement
          Benefit Plan Deferrals........................................... 28

     5.3  Interest......................................................... 29

     5.4  Contractual Obligation........................................... 30

     5.5  Charges Against and Balances of Accounts......................... 30

     5.6  Statement of Accounts............................................ 31

6.   Payment of Benefits................................................... 31

     6.1  Retirement Benefits.............................................. 31

          6.1.1   Incomplete Benefit Units................................. 31

          6.1.2   Rollover Benefit Units................................... 32

          6.1.3   Qualified Benefit Units.................................. 32

     6.2  Benefits Upon Disability......................................... 33

          6.2.1   Disability Benefits...................................... 33

          6.2.2   Survivorship Benefits.................................... 34

     6.3  Benefits for Employees Upon Other Termination of
            Employment..................................................... 34

          6.3.1   Amount of Benefit........................................ 34

          6.3.2   Form of Payment.......................................... 35

     6.4  Benefits Upon Termination of Employment Following
            a Change of Control............................................ 36

          6.4.1   Payment of Benefits...................................... 36

          6.4.2   Reduction in Plan Interest Rate.......................... 37

          6.4.3   Termination of Plan...................................... 37

          6.4.4   Parachute Payments....................................... 37

     6.5  Survivorship Benefits............................................ 38

          6.5.1   Death Prior to Retirement................................ 38

          6.5.2   Death After Commencement of Benefits..................... 39

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     6.6  Form of Payment of Benefits...................................... 40

          6.6.1   Normal Form.............................................. 40

          6.6.2   Small Deferral Accounts.................................. 41

          6.6.3   Deferred Payment......................................... 41

     6.7  Recipients of Payments; Designation of
            Beneficiary.................................................... 41

     6.8  Financial Emergency.............................................. 43

     6.9  Payment of Incomplete Benefit Units and
            Retirement Benefit Plan Account and
            Long-Term Incentive Bonus Account.............................. 45

     6.10 Pre-Retirement Benefits.......................................... 46

7.   Forfeiture............................................................ 46

8.   Non-Transferability................................................... 49

9.   Administration........................................................ 50

     9.1  Administration................................................... 50

     9.2  Finality of Determination........................................ 50

     9.3  Claims Procedure................................................. 50

          9.3.1   Original Claim........................................... 50

          9.3.2   Claim Review Procedure................................... 51

          9.3.3   General Rules............................................ 52

     9.4  Expenses......................................................... 53

     9.5  Tax Withholding.................................................. 53

10.  Amendment and Termination............................................. 53

11.  Applicable Law........................................................ 54

12.  No Vested Rights...................................................... 54

13.  Binding Agreement..................................................... 55

Appendix A   Amendments to NonQualified Deferred Compensation Plans

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                                 SUPERVALU INC.
                   THE EXECUTIVE DEFERRED COMPENSATION PLAN II

                      Section 1. Establishment and Purpose

1.1 Establishment.

        SUPERVALU INC., a Delaware corporation (hereinafter called the
"Company"), hereby establishes effective as of June 1, 1989, this deferred
compensation plan for certain of its executive employees which shall be known as
the SUPERVALU INC. THE EXECUTIVE DEFERRED COMPENSATION PLAN II (hereinafter
called the "Plan").

1.2 Purpose.

        The purpose of the Plan is (i) to provide a means whereby amounts
payable by the Company to executive employees may be deferred to a future
period, (ii) to motivate such executive employees to continue to make
contributions to the growth and profits of the Company and (iii) to provide such
executive employees certain benefits as hereinafter described upon retirement,
death, disability or other termination of employment.

                             Section 2. Definitions

2.1 Definitions.

        Whenever used hereinafter, the following terms shall have the meaning
set forth below:

        (a)     "Age" means the age of the person as of his last birth date.

        (b)     "Beneficiary" means the person designated by a Participant
                pursuant to Section 6.7 hereof.

        (c)     "Benefit Unit" means the agreed upon amount to be deferred by a
                Participant under the Plan over a specified--De7fe'r-r-al Period
                pursuant to a specific Deferred Compensation Election. A
                separate

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                Benefit Unit shall also exist with respect to each deferral
                election with respect to Rollover Amounts.

        (d)     "Board" means the Board of Directors of the Company.

        (e)     "Annual Bonus" means payments made from time to time by the
                Company to certain Employees pursuant to the Super Valu Stores,
                Inc. Executive Incentive Bonus Plan or such other bonus plans of
                the Company or any Subsidiary designated by the Retirement
                Committee as an "Annual Bonus" for purposes of this Plan.

        (f)     "Change of Control" means:

                (i)     The acquisition by any person, entity or "group", within
                        the meaning of Section 13(d)(3) or 14(d)(2) of the
                        Securities Exchange Act of 1934 (the "Exchange Act"),
                        other than the Company or any of its wholly owned
                        subsidiaries, or any employee benefit

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                        plan of the Company and/or any of its wholly owned
                        subsidiaries, of beneficial ownership (within the
                        meaning of Rule 13d-3 promulgated under the Exchange
                        Act) of 20% or more of either the then outstanding
                        shares of common stock or the combined voting power of
                        the Company's then outstanding voting securities in a
                        transaction or series of transactions not approved in
                        advance by a vote of at least three quarters of the
                        Continuing Directors (as defined below); or

                (ii)    Individuals who, as of the date hereof, constitute the
                        Board (as of the date hereof the "Continuing Directors")
                        cease for any reason to constitute at least a majority
                        of the Board, provided that any person becoming a
                        director subsequent to the date hereof whose election,
                        or nomination for election by the Company's
                        shareholders, was approved in advance by a vote of at
                        least three quarters of the Continuing Directors (other
                        than a nomination of an individual whose initial
                        assumption of office is in connection with an actual or
                        threatened

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                        solicitation with respect to the election or removal of
                        the directors of the Company, as such terms are used in
                        Rule 14a-11 of Regulation 14A promulgated under the
                        Exchange Act) shall be, for purposes of this Agreement;
                        considered as though such person were a Continuing
                        Director; or

                (iii)   Approval by the stockholders of the Company of a
                        reorganization, merger, consolidation, liquidation or
                        dissolution of the Company or of the sale (in one
                        transaction or a series of related transactions) of all
                        or substantially all of the assets of the Company other
                        than a reorganization, merger, consolidation,
                        liquidation, dissolution or sale approved in advance by
                        three quarters of the Continuing Directors; or

                (iv)    Any other event that a majority of the Continuing
                        Directors in its sole discretion shall determine
                        constitutes a Change of Control.

        (g)     "Chief Executive officer" means the chief executive officer of
                the Company or the person who regularly performs the duties
                normally associated with such office on behalf of the Company.

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        (h)     "Company" means SUPERVALU INC., a Delaware corporation, and any
                Subsidiary thereof.

        (i)     "Compensation" means (i) for an Employee, the salary, Annual
                Bonus, Long-Term Incentive Bonus and other amounts payable by
                the Company which would have been reported on Treasury Form W-2
                (or any comparable successor form) if reported on a Plan Year
                basis and if the Employee had not entered into a Deferred
                Compensation Election, but excluding expense, reimbursement,
                moving expense payments, third-party sick pay, imputed income
                (from excess life insurance premiums, automobile use premiums or
                any other source), non-qualified stock options, disqualifying
                dispositions of stock acquired pursuant to the exercise of
                incentive stock options, stock appreciation rights, severance
                settlements and similar items of remuneration, and (ii) for a
                Director, the annual retainer and meeting fees paid by the
                Company as a result of service as a Director.

        (j)     "Deferral Account" means the account maintained on the books of
                the Company with respect to each Benefit Unit for each
                Participant pursuant to Section 5 hereof.

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        (k)     "Deferral Period" means the period of years during which
                Compensation or Rollover Amounts are being deferred (or
                transferred) for a particular Benefit Unit pursuant to a
                Participant's Deferred Compensation Election as described in
                Section 4 hereof.

        (1)     "Deferred Compensation Election" means a written agreement
                between a Participant and the Company whereby the Participant
                agrees to defer a portion of his Compensation or Rollover
                Amounts and the Company agrees to make benefit payments all in
                accordance with the terms and conditions of the Plan. With
                respect to a Participant who is a Director, a Deferred
                Compensation Election hereunder shall supersede and take
                precedence over any election to defer compensation filed by such
                Director pursuant to the Director's Plan.

        (m)     "Defined Contribution Plan" means the Company's Internal Revenue
                Service approved profit sharing plans, whether now or hereafter
                in existence.

        (n)     "Determination Date" means the last day in each June which
                coincides with the end of each of the Plan Years and shall be
                the date on which the amount of a Participant's Deferral Account
                is determined as provided in Section 5 hereof.

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        (o)     "Director" means an individual who is a member of the Board and
                who is not an Employee of the Company.

        (p)     "Director's Plan" means the Super Valu Stores, Inc. Deferred
                Compensation Plan for Non-Employee Directors. Each Participant
                who is a Director shall have an account established and credited
                under the Director's Plan to the extent necessary to carry out
                the terms and conditions of the Plan.

        (q)     "Director's Plan Interest Rate" means the interest rate provided
                for in paragraph 8 of the Director's Plan.

        (r)     "Disability" means a Participant's disability as defined in the
                Super Valu Stores, Inc. Long-Term Disability Plan.

        (s)     "Disability Benefit" means the disability benefit described in
                Section 6.2 hereof.

        (t)     "Early Retirement Date" means (i) for an Employee, the first day
                of the month following the month in which the Employee reaches
                age 55, has completed ten (10) or more years of service with the
                Company and has completed a Qualified Benefit Unit, and (ii) for
                a Director, the first day of the month following the month in
                which the Director reaches age 55. Years of service with

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                the Company shall include the period during which the
                Participant is disabled. All or any part of the requirements
                established by this definition may be waived or modified for
                Employees in the sole and absolute discretion of the Retirement
                Committee arid for Directors in the sole and absolute discretion
                of the Board.

        (u)     "Effective Date" means June 1, 1989.

        (v)     "Employee" means an employee of the Company or any Subsidiary,
                branch or subdivision thereof, who (i) is employed in a
                recognized executive administrative or professional capacity and
                (ii) has significant management responsibilities or is highly
                compensated, and (iii) is compensated therefor in a combination
                of guaranteed base compensation plus periodic additions of
                variable amounts derived from sources including, but not limited
                to, an Annual Bonus, other incentive bonus awards and
                commissions.

        (w)     "Fiscal Year" means the approximate twelve-month period
                coinciding with the Company's fiscal year and ending on the last
                Saturday in each February.

        (x)     "Incomplete Benefit Unit" means a Benefit Unit for which a
                Deferred Compensation Election has

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                been made and with respect to which the Participant has not
                completed deferrals of the total amount of the Stated Deferral.

        (y)     "Initial Participant" means an Employee, eligible to participate
                in the Plan, or a Director, either of whom have elected to
                participate in the Plan by filing a Deferred Compensation
                Election which is to be effective as of July 1, 1989.

        (z)     "Long-Term Incentive Bonus" means payments, if any, made from
                time to time by the Company to certain Employees pursuant to the
                SUPERVALU INC. Executive Long-Term Incentive Plan, as the same
                may be amended from time to time.

        (aa)    "Long-Term Incentive Bonus Account" means a separate account, in
                the nature of a Deferral Account, established and maintained for
                each Participant who has elected to defer a Long-Term Incentive
                Bonus pursuant to Section 4.5.2 hereof.

        (bb)    "Normal Retirement Date" means (i) for an Employee, the first
                day of the month following the month in which the Employee
                reaches age 62, has completed ten (10) or more years of service
                with the Company and has completed a Qualified Benefit Unit, or,
                if earlier, the first day of the month following the month in
                which the

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                Employee reaches age 65 and has completed a Qualified Benefit
                Unit and (ii) for a Director, the first day of the month
                following the month in which the Director reaches age 55. Years
                of service with the Company shall include the period during
                which the Participant is disabled. All or any part of the
                requirements established by this definition may be waived or
                modified for Employees in the sole and absolute discretion of
                the Retirement Committee and for Directors in the sole and
                absolute discretion of the Board.

        (cc)    "Old Plan" means the Super Valu Stores, Inc. Deferred
                Compensation Plan. Each Participant who is an Employee shall
                have an account established and credited under the Old Plan to
                the extent necessary to carry out the terms and conditions of
                the Plan.

        (dd)    "Old Plan Interest Rate" means the interest rate provided for in
                Section 5.2 of the Old Plan.

        (ee)    "Participant" means all Directors and those Employees as may be
                selected from time to time in the sole and absolute discretion
                of the Chief Executive Officer, either of whom have elected to
                participate in the Plan by filing a Deferred Compensation
                Election hereunder.

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        (ff)    "Plan Interest Rate" means, with respect to any Plan Year, One
                Hundred Twenty Percent (120%) of the ten (10)-year rolling
                average of ten (10)-year U.S. Treasury Notes as in effect as of
                December 31 of the calendar year immediately preceding the Plan
                Year to which the Plan Interest Rate applies. The Retirement
                Committee shall compute the Plan Interest Rate on the basis of
                information concerning ten (10)-year U.S. Treasury Notes
                published by Salomon Brothers, Inc.; provided, however, that in
                the event that Salomon Brothers, Inc. does not publish such
                information or if for any other reason such information is not
                available therefrom, the Retirement Committee, in its sole and
                absolute discretion, will determine from other appropriate,
                authoritative sources the ten (10)-year U.S. Treasury Note rate
                for purposes of computing the Plan Interest Rate. The Retirement
                Committee shall compute the Plan Interest Rate in accordance
                with the foregoing terms and conditions.

        (gg)    "Plan Year" means the twelve-month period beginning on July 1
                and ending on the last day in June in each calendar year.

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        (hh)    "Qualified Benefit Unit" means a Benefit Unit with respect to
                which at least fifty percent (50%) of the aggregate amount of
                the Stated Deferral has been deferred.

        (ii)    "Retirement" means (i) for an Employee, Termination
                of Employment after reaching the Early Retirement Date or Normal
                Retirement Date, and (ii) for a Director, Termination of
                Employment at any time.

        (jj)    "Retirement Benefit" means the retirement benefit described in
                Section 6.1 hereof.

        (kk)    "Retirement Benefit Plan Account" means a separate account, in
                the nature of a Deferral Account, established and maintained for
                each Participant entitled to benefits pursuant to Section 4.10
                or Section 4.11 hereof.

        (11)    "Retirement Benefit Plan Amount" means the amount of the benefit
                determined under Section 4.10 and Section 4.11 hereof.

        (mm)    "Retirement Committee" means the SUPERVALU INC. Retirement
                Committee constituted by the Chief Executive Officer for the
                purpose of performing certain administrative functions with
                respect to the employee pension benefit plans of the Company,
                including the Plan.

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        (nn)    "Rollover Amount" means (i) for an Employee, the Long-Term
                Incentive Bonus Account, if subject to an election pursuant to
                Section 4.8 hereof, and the amount to be transferred from the
                Employee's account established pursuant to Section 5.1 of the
                Old Plan and to be deferred under the Plan as set forth in the
                Employee's Deferred Compensation Election and (ii) for
                Directors, the amount to be transferred from the Director's
                account under the Director's Plan and to be deferred under the
                Plan as set forth in the Director's Deferred Compensation
                Election.

        (oo)    "Savings Plan" means the Company's SUPERVALU Pre-Tax Savings and
                Profit Sharing Plan Trust Agreement.

        (pp)    "Stated Deferral" means the amount with respect to each Benefit
                Unit which the Participant agrees to defer in accordance with
                Section 4 hereof from either his Compensation or from a Rollover
                Amount.

        (qq)    "Subsidiary" means any corporation, the majority of the voting
                stock of which is directly or indirectly owned by the Company.

        (rr)    "Termination of Employment" means (i) for an Employee, ceasing
                to be employed by the Company for any reason whatsoever,
                including, without

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                limitations, terminations of employment which are voluntary or
                involuntary, and (ii) for a Director, ceasing to serve as a
                member of the Board.

2.2 Gender and Number.

        Except when otherwise indicated by the context, any masculine
terminology, when used in the Plan, shall also include the feminine gender and
the definition or use of any term herein in the singular shall also include the
plural.

                    Section 3. Eligibility for Participation

        Employees of the Company shall be eligible to participate in the Plan
with respect to a Deferral Period if, and only if, so selected or otherwise
designated by the Chief Executive Officer. Employees eligible to become
Participants after the first Plan Year shall be entitled to defer Compensation
hereunder as of the first day of the Plan Year following their selection. All
Directors shall be eligible to become Participants as of the first day of any
Plan Year. A Participant shall cease to be a Participant upon Termination of
Employment. A person who for any reason ceases to be a Participant during a
Deferral Period or otherwise shall have no further right to defer Compensation
hereunder. The Retirement Committee, in its sole and absolute discretion, shall
make such rules concerning leaves of absences, re-employment and other matters
concerning eligibility for Participation hereunder as it deems to be in the best
interests of the Company.

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                          Section 4. Election to Defer

4.1 Deferrals.

        Any Employee eligible to become a Participant, and any Director, may
elect not earlier than November 15 and not later than the last day of a Fiscal
Year to defer Compensation, otherwise payable in subsequent Plan Years, in
exchange for a Benefit Unit. An Initial Participant shall, prior to a date to be
announced by the Retirement Committee, elect to defer Compensation, otherwise
payable after July 1, 1989, in exchange for a Benefit Unit. Any Employee or
Director eligible to become a Participant when first hired by the Company or
when first becoming a member of the Board after the beginning of a Plan Year, as
appropriate, may elect to defer Compensation, otherwise payable in subsequent
Plan Years, in exchange for a Benefit Unit only in accordance with this Section
4.1.

4.2 Procedure.

        A Participant shall make the election provided for in Section 4.1 hereof
by executing a Deferred Compensation Election in the form provided by the
Company, subject to such terms and conditions as the Retirement Committee may
impose, including, but not limited to, medical examinations, health screening,
medical records reviews, etc. The Deferred Compensation Election shall set forth
the Participant's Stated Deferral. A Participant shall only be entitled to defer
Compensation in the amounts and for the periods determined,

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from time to time, in the sole and absolute discretion of the Retirement
Committee. A separate Deferred Compensation Election must be executed by a
Participant with respect to each Benefit Unit, and, unless waived by the
Retirement Committee, in its sole and absolute discretion, the total amount of
the Stated Deferral for a Benefit Unit must be completed before another Deferred
Compensation Election may be made; provided, however, that an election with
respect to Rollover Amounts pursuant to Section 4.8 hereof, may be made in
accordance with the terms and conditions of the Plan before the total amount of
the Stated Deferral for a Benefit Unit, with respect to an existing Deferred
Compensation Election, has been completed. A Deferred Compensation Election
shall be effective if, and only if, it is accepted by the Retirement Committee
on behalf of the Company and all the terms and conditions set forth in the
Deferred Compensation Election are satisfied in full by the Participant. If
accepted by the Retirement Committee, the Compensation to be deferred, as
specified in the Deferred Compensation Election, shall be deferred and the
Participant's Compensation shall be correspondingly reduced.

4.3 Types of Deferral for Initial Participants.

        For Deferred Compensation Elections filed in 1989, an Initial
Participant who is an Employee shall be entitled, subject to the other terms and
conditions of the Plan, to defer the Participant's Compensation (not including
the Participant's

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Annual Bonus or Long-Term Incentive Bonus) otherwise payable after July 1, 1989,
and the Participant's Annual Bonus and Long-Term Incentive Bonus otherwise
payable in the calendar years which begin after the filing of such Deferred
Compensation Election. For Deferred Compensation Elections filed in 1989, an
Initial Participant who is a Director shall be entitled, subject to the other
terms and conditions of the Plan, to defer the Director's September 1989
quarterly retainer fee payment, to the extent it is attributable to services
performed after June 30, 1989, any part of subsequent quarterly retainer fee
payments and fees for attending meetings-of the Board (and committee meetings),
to the extent attributable to meetings taking place after June 30, 1989. All
subsequent deferrals by Initial Participants shall be subject to the terms and
conditions of Section 4.4 hereof.

4.4 Types of Deferral for Other Participants.

        A Participant, other than an Initial Participant filing a Deferred
Compensation Election in 1989, who is an Employee shall be entitled to defer,
subject to the other terms and conditions of the Plan, the Participant's
Compensation (not including the Participant's Annual Bonus or Long-Term
Incentive Bonus) payable during the Plan Years which begin after the filing of a
Deferred Compensation Election and the Participant's Annual Bonus and Long-Term
Incentive Bonus which would otherwise be payable in the calendar years which
begin

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after the filing of such Deferred Compensation Election. A Participant, other
than an Initial Participant filing a Deferred Compensation Election in 1989, who
is a Director shall be entitled to defer, subject to the other terms and
conditions of the Plan, the Director's Compensation which would otherwise be
payable after the filing of the Deferred Compensation Election, to the extent
such payments are for services performed as a Director during the calendar year
which begins after the filing of such Deferred Compensation Election.

4.5 Fixed and Long-Term Incentive Bonus Deferrals.

        4.5.1 Fixed Deferrals. Unless the requirements of this Section 4.5.1 are
waived or otherwise modified by the Retirement Committee, a Participant shall
only be entitled to defer Compensation as follows:

        (i)     Employees. For Employees, the Deferred Compensation Election
                must provide for the deferral of a fixed amount of the
                Employee's Compensation, whether from the Employee's Annual
                Bonus or otherwise, but excluding any Long-Term Incentive Bonus.
                In the event an Employee's Compensation changes in any Plan
                Year, such change shall not reduce the amount to be deferred
                pursuant to his Deferred Compensation Election. In the event an
                Employee's Annual Bonus in any Plan Year is in excess of the
                bonus norm amount

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                assigned to his position under the Annual Bonus Plan for the
                preceding Fiscal Year, if the Employee's Deferred Compensation
                Election so provides, any such excess Annual Bonus shall be
                deferred and taken into account to prepay an already existing
                Incomplete Benefit Unit. Any prepayment with respect to an
                already existing Incomplete Benefit Unit shall reduce the amount
                to be deferred from the Employee's Compensation otherwise
                subject to the Deferred Compensation Election in subsequent Plan
                Years, in such manner as may be determined by the Retirement
                Committee in its sole and absolute discretion. Long-Term
                Incentive Bonus amounts may not be used to prepay an-already
                existing Incomplete Benefit Unit. Notwithstanding the foregoing,
                in the event an Employee's Annual Bonus or other Compensation is
                decreased in any Plan Year, the Retirement Committee may take
                such action with respect to waiving, modifying or otherwise
                amending an Employee's Deferred Compensation Election as it
                deems to be, in its sole and absolute discretion, in the best
                interests of the Company, including, without limitation,
                crediting the Employee's

<PAGE>

                Deferral Account with all or any part of the balance of the
                Stated Deferral and charging interest to the Employee's Deferral
                Account on such credit, for the period of time such credit has
                not been recovered by the Company, at a rate equal to the
                Company's cost of borrowing funds on a short-term, unsecured
                basis.

        (ii)    Directors. For Directors, the Deferred Compensation Election
                must provide for the deferral of a fixed amount of all or any
                portion of the annual retainer paid to the Director by the
                Company. In the event of any change in a Director's annual
                retainer, such change shall be taken into account in the same
                manner as provided in Section 4.5(i) hereof with respect to an
                Employee's Compensation. If a Director's Deferred Compensation
                Election so provides, any deferral with respect to meeting fees
                paid by the Company to the Director shall be effective only to
                prepay an already existing Incomplete Benefit Unit. Any such
                prepayment with respect to an already existing Incomplete
                Benefit Unit shall reduce the amount to be deferred pursuant to
                the Deferred Compensation Election, in such manner as may be
                determined by the Retirement Committee, in its sole and absolute
                discretion.

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        4.5.2 Long-Term Incentive Bonus Deferral. In the Event that a
Participant's Deferred Compensation Election so provides, and in accordance with
such other terms and conditions as the Retirement Committee in its sole and
absolute discretion may from time to time impose, a Participant shall be
entitled to defer up to 100% of any Long-Term Incentive Bonus to which such a
Participant may otherwise be entitled. A Participant's Long-Term Incentive Bonus
which is being deferred hereunder shall be credited to the Participant's
Long-Term Incentive Bonus Account within sixty (60) days of the date a
Participant's Long-Term Incentive Bonus would otherwise have been paid except as
provided in Section 4.8 hereof, and a Participant's Long-Term Incentive Bonus
credited to a Participant's Long-Term Incentive Bonus Account pursuant to this
Section 4.5.2 shall not be credited or taken into account with respect to any
Benefit Unit.

4.6 Pre-Retirement Distributions.

        In the event that a Participant's Deferred Compensation Election so
provides, and in accordance with such other terms and conditions as the
Retirement Committee, in its sole and absolute discretion, may from time to time
impose, a Participant shall be entitled to elect to receive prior to Retirement
a maximum of seventy-five percent (75%) of his Deferral Account attributable to
a Benefit Unit with respect to which the Participant has completed deferrals of
the total amount of the Stated Deferral.

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4.7 Maximum and Minimum Deferrals.

        Subject to Section 4.5 hereof, the following maximum and minimum
deferrals of Compensation shall apply to the fixed amount to be deferred by any
Participant, provided, however, that the Retirement Committee may from time to
time, in its sole and absolute discretion, adjust the maximum and minimum
deferrals permitted hereunder:

        (i) Minimum Deferral--$3,000 per year, for at least four (4) Plan Years
from Compensation (not including Annual Bonus, or Long-Term Incentive Bonus or
meeting fees) or $12,000 for any Long-Term Incentive Bonus which is the subject
of the Participant's Deferred Compensation Election;

        (ii) Maximum Deferral--for Employees, twenty percent (20%) of
Compensation (not including the Participant's Annual Bonus or Long-Term
Incentive Bonus) in the Plan Year in which deferrals pursuant to the
Participant's Deferred Compensation Election are first effective, plus one
hundred percent (100%) of the bonus norm amount assigned to his position under
the Annual Bonus Plan for the preceding Fiscal Year, plus one hundred percent
(100%) of any Long-Term Incentive Bonus which is the subject of the
Participant's Deferred Compensation Election, and for Directors, there is no
limitation on the amount which may be deferred hereunder.

4.8 Rollover Amounts.

        A Participant may elect, as part of a Deferred Compensation Election, to
transfer to and defer under the Plan,

<PAGE>

in a separate Benefit Unit, all or any portion of his account balance, 4-f any,
in the Old Plan or the Director's Plan, as the case may be. A Participant may
also elect, as part of a Deferred Compensation Election filed prior to earning
an Long-Term Incentive Bonus, to transfer to and defer under the Plan in a
separate Benefit Unit, all or any portion of his Long-Term Incentive Bonus
Account established pursuant to Section 4.5.2 hereof. Any of the foregoing
transfers shall occur in four (4) annual installments, (i) in the case of
transfers from the Old Plan or the Director's Plan, as the case may be, on the
first business day of each calendar year, commencing with the first day of the
calendar year which starts immediately after the filing of such Deferred
Compensation Election, and (ii) in the case of transfers from the Long-Term
Incentive Bonus Account, commencing with the day as may be determined in the
sole and absolute discretion of the Retirement Committee, but not later than the
first business day of August following the date on which an amount is credited
to a Participant's Long-Term Incentive Bonus Account. The procedure for making
such an election with respect to a Rollover Amount shall be as determined by the
Retirement Committee in its sole and absolute discretion. A Participant making
an election to defer a Rollover Amount from the Old Plan or the Director's Plan,
as the case may be, waives all rights under such plans with respect to amounts
transferred to this

<PAGE>

Plan, including the right to make elections regarding the time or manner of
payment as permitted thereunder; provided, however, that until Rollover Amounts
are, in fact, transferred to this Plan from the Old Plan or the Director's Plan
as provided herein, the Participant's account in the Old Plan or the Director's
Plan, as the case may be, shall continue to be credited with a growth addition
based on the old Plan Interest Rate or the Director's Plan Interest Rate, as the
case may be, on the then outstanding balance of the Participant's account, all
in accordance with the terms and conditions of the Old Plan or the Director's
Plan. The order in which Rollover Amounts are transferred to this Plan from the
Old Plan, the Director's Plan or the Long-Term Incentive Bonus Account shall be
as reasonably determined by the Retirement Committee. Although subject to the
minimum deferral amount set forth in Section 4.7 hereof, Rollover Amounts shall
not be subject to any maximum deferral limitation.

4.9 Election to Defer Irrevocable.

        Except as provided herein by action of the Retirement Committee, a
Participant's election to defer any amounts of any nature whatsoever pursuant to
the Plan shall be irrevocable when made and accepted by the Retirement Committee
and shall not be subject to amendment or modification in any manner whatsoever
thereafter. Notwithstanding the foregoing, the Retirement Committee, in its sole
and absolute discretion, may

<PAGE>

allow a Participant, who either (i) expects to retire or terminate employment in
the near future but who has not yet retired or terminated employment with the
Company for any reason whatsoever, or (ii) has received a promotion and
corresponding Compensation increase of significant magnitude, to increase and
accelerate amounts not yet earned to be deferred hereunder, without regard to
the maximum deferrals set forth in Section 4.7 hereof, but only for the purpose
of completing all or any portion of the Stated Deferral with respect to an
already existing Incomplete Benefit Unit. Any, such change concerning
Compensation to be deferred hereunder shall be subject to such terms and
conditions as the Retirement Committee may impose, in its sole and absolute
discretion.

4.10 Certain Retirement Benefit Plan Equivalents.

        Pursuant to the terms and conditions of the Super Valu Stores, Inc. 1976
Amended Retirement Plan (or any successor thereto or amended version thereof),
any benefits paid hereunder are to be taken into account under said retirement
plan in the year in which such Compensation is, in fact, paid to the Participant
and not in the year in which such amounts are otherwise earned by the
Participant. Except as otherwise provided herein, in the event a Participant's
retirement benefits from any company-sponsored Internal Revenue Service approved
retirement plan (other than the Defined Contribution Plan or the Savings Plan
described in Section 4.11 hereof) are

<PAGE>

decreased in any way due to a deferral of Compensation pursuant to the Plan,
there shall be credited to the Participant's Retirement Benefit Plan Account, on
the day benefits commence under the Plan, a Retirement Benefit Plan Amount which
is an amount equal to the lump sum actuarial equivalent of the increased income
which would have been payable under the retirement plan if the amounts credited
to the Participant's Deferral Account pursuant to the Plan had instead been paid
as cash remuneration on the date such amounts were credited thereto. The
Retirement Benefit Plan Amount shall be determined by the Retirement Committee,
in its sole and absolute discretion, upon the advice of the actuary for the
retirement plans. This advice shall be based on interest, mortality and other
appropriate assumptions used to value the retirement plans as of the last
actuarial valuation date immediately preceding such determination. The
Retirement Benefit Plan Amount credited to a Participant's Retirement Benefit
Plan Account pursuant to this Section 4.10 shall not be credited or taken into
account with respect to any Benefit Unit.

4.11 SUPERVALU INC. Defined Contribution Plan and Pre-Tax Savings and Profit
Sharing Plan Benefit Equivalents.

        Pursuant to the terms and conditions of the Defined Contribution Plan
and the Savings Plan, any benefits paid hereunder are to be taken into account
under such plans in the year in which such Compensation is, in fact, paid to the

<PAGE>

Participant and not in the year in which such amounts are otherwise earned by
the Participant. There shall be credited to a Participant's Retirement Benefit
Plan Account, within ninety (90) days of the first day of each Fiscal Year, an
additional Retirement Benefit Plan Amount equal to the additional contribution,
if any, which would have been made by the Company under such plans during the
preceding Fiscal Year, if the amounts credited to the Participant's Deferral
Account pursuant to the Plan had instead been credited to the Participant's
account pursuant to such plans, taking into account the limitations on the
amount of the Company contribution provided for in such plans. Such Retirement
Benefit Plan Amount shall be determined by the Retirement Committee, in its sole
and absolute discretion. The Retirement Benefit Plan Amount credited to a
Participant's Retirement Benefit Plan Account pursuant to this Section 4.11
shall not be credited or taken into account with respect to any Benefit Unit.

                          Section 5. Deferral Accounts

5.1 Establishment and Crediting of Account.

        The Company shall establish a separate Deferral Account on its books
with respect to each Benefit Unit for each Participant and shall credit to such
Deferral Account certain amounts in accordance with the provisions of the Plan.
The Company shall also establish on its books a Retirement Benefit Plan Account
with respect to each Participant who is entitled

<PAGE>

to a Retirement Benefit Plan Amount pursuant to Section 4.10 or Section 4.11
hereof and a Long-Term Incentive Bonus Account with respect to each Participant
who has elected to defer such amount pursuant to Section 4.5.2 hereof.

5.2 Compensation, Rollover Amount and Retirement Benefit Plan Deferrals.

        The Compensation or Rollover Amounts that are deferred pursuant to a
Participant's Deferred Compensation Election and the Retirement Benefit Plan
Amount and Long-Term Incentive Bonus, if applicable, shall be credited to a
Participant's Deferral Account, Retirement Benefit Plan Account or Long-Term
Incentive Bonus Account, as appropriate, (i) in the case of Compensation, as of
the date the Participant would have otherwise received the Compensation, (ii) in
the case of. Rollover Amounts, the first business day of the calendar year in
which a Rollover Amount is deferred hereunder pursuant to Section 4.8 hereof,
(iii) in the case of a Retirement Benefit Plan Amount, on the dates set forth in
Sections 4.10 and Section 4.11 hereof and (iv) in the case of a Long-Term
Incentive Bonus, on the dates set forth in Section 4.5.2. Amounts shall be
credited to a Participant's account under the Old Plan or the Director's Plan in
accordance with the terms and conditions of the Plan. The Company shall be
entitled to deduct from the Participant's Compensation which is subject to a
Deferred Compensation Election any amount it is required to

<PAGE>

withhold or collect under any federal, state or local law for taxes or other
charges, including, without limitation, Social Security (F.I.C.A.) taxes.

5.3 Interest.

        As of each Determination Date, an amount equal to interest earned since
the last preceding Determination Date shall be credited to a Participant's
Deferral Account and, if applicable, Retirement Benefit Plan Account and
Long-Term Incentive Bonus Account. For the Deferral Account, interest shall be
calculated by applying the Plan Interest Rate compounded annually to the balance
of the Deferral Accounts since the last preceding Determination Date pursuant to
such computational methods as shall be adopted by the Retirement Committee, in
its sole and absolute discretion. For the Retirement Benefit Plan Account and
the Long-Term Incentive Bonus Account, interest shall be credited at the Old
Plan Interest Rate, in accordance with the terms and conditions of the Old Plan.
For any account established under the Old Plan or the Director's Plan pursuant
to the terms and conditions of the Plan, interest shall be credited thereto at
the old Plan Interest Rate or the Director's Plan Interest Rate in accordance
with the computation method set forth in the old Plan or the Director's Plan, as
the case may be, and in accordance with the terms and conditions of the Plan.

<PAGE>

5.4 Contractual Obligation.

        It is intended that the Company is under a contractual obligation to
make payments in accordance with the terms and conditions of the Plan from a
Participant's Deferral Account, Retirement Benefit Plan Account, Long-Term
Incentive Bonus Account, any account established under the Old Plan and any
account established under the Director's Plan. A Participant shall have no
rights to such payments, other than as a general, unsecured creditor of the
Company. Such account balances shall not be financed through a trust fund or any
other assets or properties in which a Participant has any interest whatsoever.
Payments from such accounts shall be made out of the general funds of the
Company. All such accounts shall be utilized solely as a device for the
measurement and determination of the amounts to be paid to a Participant
pursuant to the Plan. Such accounts shall not constitute or be treated as a
trust fund or an interest in any specific assets or properties of the Company of
any sort. Notwithstanding the foregoing, payments may be financed by or through
the Super Valu Stores, Inc. Agreement and Plans Trust, approved April 13, 1988,
as it may be amended from time-to-time.

5.5 Charges Against and Balances of Accounts.

        Each Participant's Deferral Account, Retirement Benefit Plan Account,
Long-Term Incentive Bonus Account any account established under the Old Plan and
any account

<PAGE>

established under the Director's Plan, as of each Determination Date, shall
consist of the balance of such account as of the immediately preceding
Determination Date plus the amount to be credited to such-account by the Company
pursuant to Section 5.3 hereof, less the amount of all distributions, if any,
made from such account since the immediately preceding Determination Date.

5.6 Statement of Accounts.

        The Retirement Committee, in its sole and absolute discretion, shall
from time to time provide to each Participant a statement in such form as the
Retirement Committee deems desirable setting forth the balance to the credit of
such Participant in his Deferral Account, Retirement Benefit Plan Account,
Long-Term Incentive Account and any accounts established under the Old Plan or
the Director's Plan.

                         Section 6. Payment of Benefits

6.1 Retirement Benefits.

        Upon a Participant's Retirement, the Company shall:

        6.1.1 Incomplete Benefit Units. Pay to the Participant the Deferral
Account balance (including the Retirement Benefit Plan Account and any Long-Term
Incentive Bonus Account which is not subject to an election pursuant to Section
4.8 hereof) with respect to any Incomplete Benefit Unit that is not a Qualified
Benefit Unit in accordance with the terms and conditions of Section 6.9 hereof;
provided, however, that this Section 6.1.1 shall not apply to Benefit Units with
respect to Rollover Amounts.

<PAGE>

        6.1.2 Rollover Benefit Units. Maintain the Deferral Account with respect
to any election with respect to Rollover Amounts (including the Long-Term
Incentive Bonus Account, if applicable) until all rollovers have been made, and
then pay a Retirement Benefit equal to the amount of such Deferral Account
determined as of the Determination Date coincident with or next following the
end of such Deferral Period in accordance with Section 6.6.

        6.1.3 Qualified Benefit Units. Pay to the Participant, with respect to
any Qualified Benefit Unit, a Retirement Benefit equal to the amount of his
Deferral Account for such Qualified Benefit Unit determined as of the
Determination Date coincident with or next following the date of Retirement.
Each Retirement Benefit shall be payable in accordance with Section 6.6 hereof.
With respect to a Qualified Benefit Unit for which the Stated Deferral has not
been completed in full as of the date of Retirement, the Company shall credit
the Participant's Deferral Account with the balance of the Benefit Unit and
shall charge interest to the Participant's Deferral Account on such credit, for
the period of time such credit has not been recovered by the Company, at a rate
equal to the Company's cost of borrowing funds on a short-term, unsecured basis,
in effect on the date of Retirement, as determined by the Retirement Committee.
The Company shall recover the amount credited to complete a

<PAGE>

Qualified Benefit Unit, and interest accrued on the credit (i) from the first
installment payable pursuant to Section 6.6.1, and from each successive
installment until the total amount of the credit and accrued interest has been
recovered, or (ii) ratably over the 20-year benefit payment period under Section
6.6-1, as the Retirement Committee, in its sole and absolute discretion, shall
elect.

6.2 Benefits Upon Disability.

        6.2.1 Disability Benefits. Upon a Participant's Termination of
Employment due to Disability, the Company shall complete the Participant's
deferrals with respect to an already existing Incomplete Benefit Unit in
accordance with the Participant's Deferred Compensation Election. In no event
shall a Participant be entitled to any Disability Benefit based on changes in
his physical or mental condition occurring after Termination of Employment. Such
a Participant's Retirement Benefit shall commence upon the earliest of the Early
or Normal Retirement Dates provided for in Section 6.1. The Company shall
recover amounts credited to complete such an already existing Incomplete Benefit
Unit pursuant to this Section 6.2.1, without interest, from the first
installment of Retirement Benefits payable pursuant to Section 6.6, and from
survivor's benefits payable pursuant to Section 6.5.1, and from each successive
installment until the total amount of the credit has been recovered.

<PAGE>

        6.2.2 Survivorship Benefits. If a Participant dies following a
Termination of Employment due to Disability pursuant to Section 6.2.1, but prior
to the receipt of any Retirement Benefits the Company shall pay to the
Participant's Beneficiary the survivor s benefit provided for in Section 6.5.1.

6.3 Benefits For Employees Upon Other Terminations of Employment.

        This 6.3 shall only apply to a Participant who is an Employee.

        6.3.1 Amount of Benefit. Unless the Retirement Committee, in its sole
and absolute discretion, waives all or any part of the terms and conditions of
this Section 6.3.1 (including allowing the maintenance of a Participant's then
existing Deferral Account), upon a Participant's Termination of Employment for
reasons other than death, Disability, or Retirement, the rights of the
Participant, his spouse, if any, and his Beneficiary to benefits under this Plan
shall cease, except that the Company shall pay to the Participant a benefit
determined as follows:

        (i)     If the Participant at the date of Termination of Employment has
                been employed by the Company for at least ten (10) years, but
                has not attained age 55, the benefit under this Section 6.3.1
                shall equal the amount of the Participant's

<PAGE>

                Deferral Account (including the Participant's Retirement Benefit
                Plan Account and Long-Term Incentive Bonus Account, if any) as
                of the date of Termination of Employment calculated as if such
                date were a Determination Date.

        (ii)    If the Participant at the date of Termination of Employment has
                not been employed by the Company for ten (10) years the benefit
                under this Section 6.3.1 shall equal the amount in the
                Participant's Deferral Account (including the Participant's
                Retirement Benefit Plan Account and Long-Term Incentive Bonus
                Account, if any) calculated as if such date were a Determination
                Date; provided, however, that the Deferral Account balance shall
                be redetermined on a retroactive basis from the date of the
                Participant's first deferral using the Old Plan Interest Rate.

        6.3.2 Form of Payment. The amount in the Participant's Deferral Account
(including the Participant's Retirement Benefit Plan Account and Long-Term
Incentive Bonus Account, if any) shall be payable either (i) in a single
lump-sum payment within thirty (30) days of the date of Termination of
Employment, or (ii) in not more than twenty (20) equal annual installments
commencing within thirty (30) days of

<PAGE>

the date of Termination of Employment, as determined by the Retirement Committee
in its sole and absolute discretion. If the Retirement Committee determines not
to pay the amount in the Deferral Account (including the Retirement Benefit Plan
Account and Long-Term Incentive Bonus Account, if applicable) in the form of a
lump-sum payment, unpaid amounts shall be credited with interest compounded
annually at a rate equal to the Old Plan Interest Rate in effect on the date of
Termination of Employment.

6.4 Benefits Upon Termination of Employment Following a Change of Control.

        6.4.1 Payment of Benefits. If, within twenty-four (24) months after a
Change of Control, a Termination of Employment with respect to a Participant
occurs for any reason, the rights of the Participant, his spouse, if any, and
his Beneficiary to benefits under the Plan shall cease, except that the
Participant shall receive the full amount in his Deferral Account (including the
Retirement Benefit Plan Account and Long-Term Incentive Bonus Account, if
applicable) on the date of Termination of Employment calculated as if such date
were a Determination Date and without reduction for any reason whatsoever. Such
benefit shall be payable in a lump sum as soon as possible. Following such
payment, the Participant shall have no further right to any benefit pursuant to
this Plan.

<PAGE>

        6.4.2 Reduction in Plan Interest Rate. If, within twenty-four (24)
months of a Change of Control, the Plan is amended to reduce the Plan Interest
Rate, on a prospective basis, a Participant shall then receive his Deferral
Account (including the Retirement Benefit Plan Account and Long-Term Incentive
Bonus Account, if applicable) balance calculated without regard to the reduced
rate and as if the date of such reduction were a Determination Date. The amounts
so calculated shall be paid in five (5) equal annual installments commencing on
the first day of the month following such reduction in Plan Interest Rate in
accordance with the terms and conditions of Section 6.6.1.

        6.4.3 Termination of Plan. In the event of a Change of Control, the
Board may within twelve (12) months thereof terminate the Plan and,
notwithstanding any provision of the Plan to the contrary, a Participant shall
then receive the full amount in his Deferral Account (including Retirement
Benefit Plan Account and Long-Term Incentive Bonus Account, if any), calculated
as if the date of the termination of the Plan were a Determination Date and
without reduction for any reason whatsoever. Such benefit shall be payable in a
lump sum as soon as possible following the decision of the Board to terminate
the Plan.

        6.4.4 Parachute Payments. Notwithstanding anything in the Plan to the
contrary, any amount paid under this

<PAGE>

Section 6.4 which constitutes a "parachute payment," as defined in Section 28OG
of the Internal Revenue Code of 1986, as amended, or any successor provision
thereto, shall be increased to be equal to one hundred thirty percent (130%) of
the amount which would otherwise be paid to a Participant hereunder.

6.5 Survivorship Benefits.

        6.5.1 Death Prior to Retirement. If a Participant dies after the start
of a Plan Year with respect to which a Deferred Compensation Election has been
made, but prior to Retirement, or if a Participant dies following a Termination
of Employment due to Disability pursuant to Section 6.2.1 but prior to the
receipt of any Retirement Benefits, the Company shall pay to the Participant's
Beneficiary an annual survivor's benefit equal to twenty-five percent (25%) of
the Participant's Stated Deferral for each Benefit Unit, payable in equal annual
installments commencing on the first day of the month coincident with or next
following the Participant's death and continuing-on the anniversary date of the
first payment thereafter until fifteen (15) years from the date of the first
installment. The Beneficiary of a Participant who has died following a
Termination of Employment which takes place prior to the Early Retirement Date
therefor shall not be entitled to any benefits pursuant to this Section 6.5.1.
However, if the Retirement Committee determines after the Participant's death
that a distribution of the Participant's Deferral Account

<PAGE>

(including any Retirement Plan Benefit Account or Long-Term incentive Bonus
Account) for each Benefit Unit, assuming the Participant elected to retire the
day before he died and elected to be paid at that time in accordance with the
normal form of payment of Retirement Benefits set forth in Section 6.6.1, would
produce a greater benefit than that described above, the Beneficiary shall
receive, in lieu of the benefit described above, such Deferral Account balance
paid under Section 6.6.1. Payment of the benefit under this Section 6.5.1 shall
relieve the Company of the obligation to pay the Retirement Benefit which the
Participant's Beneficiary would have otherwise received under Section 6.1 of the
Plan.

        6.5.2 Death After Commencement of Benefits. If a Participant dies after
Retirement Benefit payments have commenced hereunder, but prior to receiving all
of the scheduled annual payments, the Company shall pay the remaining annual
payments to the Participant's Beneficiary; provided, however, that the
Retirement Committee, in its sole and absolute discretion, may, at any time
following such a Participant's death, decide to pay the remaining balance in the
Participant's Deferral Account (including Retirement Plan Benefit Account and
Long-Term Incentive Bonus Account, if applicable, in a lump sum.

<PAGE>

6.6 Form of Payment of Benefits.

        6.6.1 Normal Form. (a) The normal form of payment of Retirement Benefits
shall be equal annual installments based upon the Deferral, Account balance as
of the Determination Date specified in Section 6.1.2 or Section 6.1.3, whichever
applies, commencing on the first day of the month following such Determination
Date and continuing on the anniversary date of the first payment thereafter for
a period of five (5), ten (10), fifteen (15), or twenty (20) years or in a lump
sum, as provided in a Participant's Deferred Compensation Election. The
remaining balance of the Participant's Deferral Account, if any, shall continue
to be credited on each Determination Date with the Plan Interest Rate,
compounded annually, during such period. The Participant's annual payments shall
be calculated based on an assumed interest rate equal to the Old Plan Rate for
the Fiscal Year immediately preceding the date of each payment hereunder. If the
interest actually credited with respect to a Plan Year is more than that
assumed, the difference shall be paid to the Participant with the amounts
otherwise payable in the next Plan Year or at such other time as the Retirement
Committee, in its sole and absolute discretion, shall determine. If the interest
actually credited is less than that assumed, the difference shall be deducted
either (i) ratably from the amounts payable in following Plan Years, or (ii)
from the first amounts payable in the next Plan

<PAGE>

Year, as the Retirement Committee, in its sole and absolute discretion, shall
determine. (b) With respect to benefits payable pursuant to the provisions of
Sections 6.1.2, 6.1.3, 6.3.2, 6.5.2, and 6.9, and notwithstanding any other
provision thereof, following a Participant's Termination of Employment, such
Participant may, or in the event of his or her death thereafter, such
Participant's surviving spouse or beneficiary may, elect to receive all or a
portion of the present value of the Participant's Deferral Account or Retirement
Benefit Plan Account prior to the date same becomes due and payable, subject to
forfeiture of 10% of the amount to be received.

        6.6.2 Small Referral Accounts. Notwithstanding any other provision of
the Plan or a Participant's Deferred Compensation Election, the Retirement
Committee, taking into account the expense and inconvenience of administering
the Plan with respect to small deferral accounts as set forth herein, shall
distribute a Participant's Retirement Benefit in a lump sum. This Section 6.6.2
shall only apply to small deferral accounts which shall mean all deferral
accounts with a balance of $10,000 or less at the time Retirement Benefits
payable pursuant to Section 6.6.1 would otherwise commence.

        6.6.3 Deferred Payment. If a Participant's Deferred Compensation
Election so provides, the commencement of Retirement Benefit payments may be
deferred for a period so elected by the Participant, but not later than the Plan
Year in which the Participant reaches age 70-1/2. If the Retirement Committee,
in its sole and absolute discretion, accepts such a deferral, the Deferral
Account shall be credited with interest by applying the Plan Interest Rate,
compounded annually, during the period between Termination of Employment and the
commencement of benefit payments hereunder.

6.7 Recipients of Payments; Designation of Beneficiary.

        All payments to be made by the Company shall be made to the Participant,
if living. Except as otherwise provided

<PAGE>

herein, in the event of a Participant's death prior to the receipt of all
benefit payments, all subsequent payments to be made under the Plan shall be to
the Beneficiary of the Participant in accordance with a Participant's election
pursuant to Section 6.6 hereof, subject to the right granted the Retirement
Committee pursuant Section 6.5.2. Unless otherwise specified in the
Participant's Beneficiary designation, in the event a Beneficiary dies before
receiving all payments due to such Beneficiary pursuant to this Plan, the then
remaining payments shall be paid to the legal representatives of the
Beneficiary's estate. The Participant shall designate a Beneficiary, or during
his lifetime change such designation, by filing a written notice of such
designation with the Company in such form and subject to such rules and
regulations as the Retirement Committee may prescribe. If the Participant's
Compensation constitutes community property, then any Beneficiary designation
made by the Participant other than a designation of such Participant's spouse
shall not be effective if any such Beneficiary or beneficiaries are to receive
more than fifty percent (50%) of the aggregate benefits payable hereunder,
unless such spouse shall approve such designation in writing. If no designation
shall be in effect at the time when any benefits payable under this Plan shall
become due, the Beneficiary shall be the legal representatives of the
Participant's estate.

<PAGE>

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

6.8 Financial Emergency

        In the event of a Participant's severe financial hardship, the
Retirement Committee, in its sole and absolute discretion, may alter the timing
or manner of payment of any benefits or deferred amounts to be paid-pursuant to
the Plan or release the Participant from the obligation of making all or any
part of remaining Stated Deferrals with respect to an Incomplete Benefit Unit.
Severe financial hardship shall be deemed to have occurred in the event of the
Participant's impending bankruptcy, a dependent's long and serious illness or
other events of similar magnitude. The Retirement Committee's decision in
passing upon the severe financial hardship of the Participant and the manner in
which, if at all, the payment or deferral of any amounts pursuant to the Plan
shall be altered

<PAGE>

or modified shall be final, conclusive and not subject to appeal. In the event
that the Retirement Committee makes a finding of severe financial hardship, it
may:

        (i)     If the Participant has an Incomplete Benefit Unit and the
                Retirement Committee has determined to release the Participant
                from the obligation of making the remaining Stated Deferrals
                with respect thereto, then recalculate the amount of such
                Deferral Account using the Old Plan Interest Rate or Director's
                Plan Interest Rate, as the case may be, and distribute to the
                Participant or transfer to the Participant's account in the Old
                Plan or the Director's Plan all or any portion of the
                Participant's Deferral Account (after taking into account such
                recalculation) with respect to such Incomplete Benefit Unit.

        (ii)    Distribute to the Participant or transfer to the Participant's
                account in the Old Plan or the Director's Plan, as the case may
                be, all or any part of the balance of the Participant's Deferral
                Account with respect to a completed Benefit Unit. Prior to any
                distribution or transfer under this Section 6.8(ii) of all, but
                not less than all, the Deferral Account balance with respect to
                any completed Benefit Unit, such

<PAGE>

                Deferral Account shall be credited with interest earned at the
                Plan Interest Rate from the immediately preceding Determination
                Date as if the date of the distribution or transfer were a
                Determination Date. The Retirement Committee shall have complete
                and absolute discretion in determining the form of any
                distribution to be made pursuant to this Section 6.8(ii). The
                Participant, his spouse, if any, and his Beneficiary waive all
                rights under the Plan with respect to amounts distributed or
                transferred in accordance with the terms of this Section
                6.8(ii).

The Participant shall have no right to make up any amount distributed or
transferred as a result of a determination of financial emergency by the
Retirement Committee pursuant to this Section 6.8.

6.9 Payment of Incomplete Benefit Units, Retirement Benefit Plan Account and
Long-Term Incentive Bonus Account.

        Any amount attributable to an Incomplete Benefit Unit under Section
6.1.1 hereof, and the balance in a Participant's Retirement Benefit Plan Account
and Long-Term Incentive Bonus Account, shall be paid in accordance with a
Participant's election pursuant to Section 6.6 hereof, subject to the right
granted the Retirement Committee pursuant to Section 6.5.2. In the event that
such amounts are not paid in a lump sum, any remaining balance

<PAGE>

thereof shall continue to be credited on each Determination Date with the Old
Plan Interest Rate or Director's Plan Interest Rate, as may be the case, during
the period in which payments are being made therefrom. All such payments to be
made by the Company shall be made to the Participant, if living. In the event of
a Participant's death prior to the receipt of all such benefit payments, all
such subsequent payments shall be made in accordance with the terms and
conditions of any Beneficiary designation made pursuant to Section 6.7 hereof.

6.10 Pre-Retirement Benefits.

        In the event that a Participant has made the election provided for in
Section 4.6 to receive amounts prior to Retirement, such pre-retirement benefits
shall be paid in accordance with such election, either in four (4) equal annual
installments or in a lump-sum amount, commencing on the date provided for in
such election. For a Participant who is an Employee, the calculation of the
amount of such pre-retirement benefit shall be made in accordance with the terms
and conditions of the Plan, including, without limitation, Section 6.3 hereof.

                              Section 7. Forfeiture

        In the event that a Participant has deferred amounts under the Plan,
which have not been paid, and such Participant:

        (i)     Voluntarily terminates employment with the Company (or in the
                case of a Director, service on

<PAGE>

                the Board) before the expiration of twelve (12) months following
                the date on which such Participant first elected to defer
                Compensation hereunder pursuant to Section 4 hereof;

        (ii)    engages in felonious, fraudulent or other activity resulting in
                harm to the Company;

        (iii)   divulges any of the Company's confidential information or trade
                information or trade secrets to a competitor; or

        (iv)    within three (3) years following a Termination of Employment,
                other than an involuntary termination, engages directly or
                indirectly on his own behalf or as a partner, stockholder (other
                than as a holder of less than one percent (1%) of the
                outstanding stock of any class of any publicly traded company),
                director, trustee, principal, agent, employee, consultant or
                otherwise of any person, firm or corporation in competition with
                or adverse to the interests of the Company within the entire
                territory of operations of the Company,

then the Board, in its sole and absolute discretion, may terminate all or any
part of a Participant's right to any benefits whatsoever hereunder including,
but not limited to, the right to receive any amount with respect to any Deferral

<PAGE>

Account (including any Retirement Benefit Plan Account or Long-Term Incentive
Bonus Account) or Benefit Unit. Any forfeiture pursuant to this Section 7 shall
be determined by a majority vote of the entire Board (not including the
Participant), but only after the Participant in question shall have had an
opportunity to appear, in person, before the Board to discuss the matter;
provided, however, that a Participant who engages in the activities described in
clause (iv) above shall be entitled to receive at least an amount equal to the
Participant's Deferral Account balance, redetermined on a retroactive basis from
the date of the Participant's first deferral using the Old Plan Interest Rate,
or the Director's Plan Interest Rate in the case of a Participant who is a
Director.

        In the event of a Participant's suicide during the first two (2) years
after the filing of any Deferred Compensation Election or any election with
respect to a Rollover Amount, the Retirement Committee, in its sole and absolute
discretion, may terminate all or any part of a Participant's (or Beneficiary's)
right to receive any benefits whatsoever hereunder, including, but not limited
to, the right to receive any amount with respect to any Deferral Account
(including any Retirement Benefit Plan Account or Long-Term Incentive Bonus
Account) or Benefit Unit; provided, however, that the Beneficiary of such a
Participant shall be entitled to

<PAGE>

receive at least an amount equal to that portion of the Participant's Stated
Deferral which has in fact been deferred pursuant to the Plan, without increase
for any Plan Interest Rate, growth addition or any other amount, payable in such
manner as the Retirement Committee, in its sale and absolute discretion, shall
determine.

        In the event a Participant (i) makes any material misstatement of
information in connection with any Deferred Compensation Election, (ii) fails to
disclose to the Company or its agents any material item of his personal or
medical history (including, but not limited to, habits of drug, chemical or
tobacco use), or (iii) takes any other action (or fails to take any action),
which action (or failure to act) results in a loss to the Company under the
Plan, then the Retirement Committee, in its sole and absolute discretion, may
terminate all or any part of a Participant's (or Beneficiary's) right to receive
any benefits whatsoever hereunder, including, but not limited to, the right to
receive any amount with respect to any Deferral Account (including any
Retirement Benefit Plan or Long-Term Incentive Bonus Account) or Benefit Unit.

                         Section 8. Non-Transferability

        In no event shall the Company make any payment under the Plan to any
assignee or creditor of a Participant or a Beneficiary. Prior to the time of
payment hereunder, a Participant or Beneficiary shall have no rights by way of

<PAGE>

anticipation or otherwise to assign or otherwise dispose of any interest under
the Plan nor shall such rights be assigned or transferred by operation of law.

                            Section 9. Administration

9.1 Administration.

        This Plan shall be administered by the Retirement Committee. The
Retirement Committee may from time to time establish rules for the
administration of the Plan that are not inconsistent with the provisions of the
Plan.

9.2 Finality of Determination.

        Any interpretation or determination by the Retirement Committee as to
any disputed questions arising under the Plan, including questions of fact (such
as when Disability exists) or questions of construction and interpretation,
shall be final, binding and conclusive upon all persons.

9.3 Claims Procedure.

        If any Participant, beneficiary or other properly interested party is in
disagreement with any determination that has been made under the Plan, a claim
may be presented, but only in accordance with the procedures set forth herein.

9.3.1 Original Claim.

        Any Participant, beneficiary or other properly interested party may, if
he so desires, file with the Retirement Committee a written claim for benefits
or a determination under the Plan. Within ninety (90) days after the

<PAGE>

Filing of such a claim, the Retirement 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 (180) 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 Retirement Committee
shall state in writing:

        (i)     the reasons for the denial;

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

        (iii)   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

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

9.3.2 Claim 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 Retirement 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 Retirement 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

<PAGE>

than one hundred twenty (120) days from the date the request for review was
filed) to reach a decision an the request for review.

9.3.3 General Rules.

        (i)     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 foregoing claims procedure. The Retirement Committee
                may require that any claim for benefits and any request for a
                review of denied claim be filed on forms to be furnished by the
                Retirement Committee upon request.

        (ii)    All decisions on claims and on requests for a review of denied
                claims shall be made by the Retirement Committee. In accordance
                with Section 9.2 hereof, decisions of the Retirement Committee
                shall be final, binding and conclusive upon all persons.

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

        (iv)    Claimants may be represented by a lawyer or other representative
                (at their own expense), but the Retirement 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.

        (v)     The decision of the Retirement 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.

        (vi)    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 and all
                other pertinent documents in the possession of the Company and
                the Retirement Committee.

<PAGE>

9.4 Expenses.

        The cost of payment from the Plan and the expense of administering the
Plan shall be borne by the Company.

9.5 Tax Withholding.

        The Company shall have the right to deduct from all payments to be made
under the Plan, any federal, state or local taxes or other charges required by
law to be withheld with respect to such payments.

                      Section 10. Amendment and Termination

        The Company expects the Plan to be permanent but since future conditions
affecting the Company cannot be anticipated or foreseen, the Company must
necessarily and does hereby reserve the right to amend, modify or terminate the
Plan at any time and in any manner whatsoever by action of the Board or the
Retirement Committee (with the written concurrence of the Chief Executive
Officer). Any such amendment, modification or termination of the Plan may occur
either (i) without limitation, by resolution of the Board or (ii) in any respect
that does not materially increase the cost of the Plan to the Company, by action
of the Retirement Committee (with the written concurrence of the Chief Executive
Officer); provided, however, that only the Board shall have the power to
terminate the Plan or change the Plan Interest Rate on either a prospective or
retroactive basis as hereinafter described. The power to amend the Plan includes
the power to change the Plan

<PAGE>

Interest Rate on both a prospective and retroactive basis but in no event shall
the Plan Interest Rate be reduced retroactively to a level below the Old Plan
Interest Rate (or for Directors, the Director's Plan Interest Rate) for the
years in question; provided, however, that notwithstanding any provision to the
contrary herein, upon a Change of Control, neither the Board, the Retirement
Committee nor the Company shall have any power or authority to change the Plan
Interest Rate on a retroactive basis. If the Plan is terminated, any remaining
deferrals under a Deferred Compensation Election shall not be made and the
amount in each Participant's Deferral Account, after being recalculated to take
into account any lower Plan Interest Rate, shall be payable as determined by the
Retirement Committee in its sale and absolute discretion.

                           Section 11. Applicable Law

        The Plan shall be governed and construed in accordance with the laws of
the State of Minnesota. The invalidity of any portion of the Plan shall not
invalidate the remainder hereof and said remainder shall continue in full force.
The captions and other titles herein are designed for convenience only and are
not to be resorted to for the purpose of interpreting any provision of the Plan.

                          Section 12. No Vested Rights

        The Plan and elections hereto shall not be deemed or construed to be a
written contract of employment between any

<PAGE>

Employee or Director and the Company, nor shall any provision of the Plan (i)
restrict the right of the Company to discharge any Employee or (ii) in any way
whatsoever grant to any Employee or Director the right to receive any guaranteed
base compensation, Annual Bonus, Long-Term Incentive Bonus, incentive bonus
awards, commissions, fees or any other payments of any nature whatsoever.

                          Section 13. Binding Agreement

        The provisions of the Plan shall be binding upon the Participant, his or
her heirs, personal representatives and beneficiaries, and subject to the rights
granted to amend or terminate the Plan, the provisions of the Plan shall also be
binding upon the Company, its successors and assigns.

        Pursuant to a resolution, duly adopted by the Board on February 8, 1989,
the Retirement Committee, on behalf of the Company, has caused the Plan to be
adopted, approved and this document to be executed by the Chief Executive
Officer. The Plan shall be effective immediately to the extent necessary to
permit deferrals in accordance with the terms and conditions of the Plan to be
made as of July 1.

                                           SUPERVALU INC.

                                           By
                                             --------------------------------
                                              Its Chief Executive Officer

                                           Date:
                                                 ----------------------------

Adopted:

<PAGE>

                                                                      APPENDIX A

             AMENDMENTS TO NONQUALIFIED DEFERRED COMPENSATION PLANS


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

1. A matching contribution ("Restoration Match") shall be made for each fiscal
year ending on the last Saturday in February ("Fiscal Year") to participants in
the Plans who are eligible to participate in the SUPERVALU Pre-Tax Savings and
Profit Sharing Plan for such Fiscal Year.

2. Subject to further amendment, the Restoration Match shall be made for the
Fiscal Year ending February 22, 1997 and subsequent Fiscal Years.

3. The Restoration Match shall be based on a dollar amount ("Deemed Deferral
Amount") equal to the product of (i) a percentage (not to exceed five percent
(5%)) determined by dividing the participant's deferrals into the Plans for such
Fiscal Year into the participant's income for such Fiscal Year: and (ii) the
excess of the participant's income for such Fiscal Year over the compensation
limit established under section 401(a)(17) of the Internal Revenue Code for such
Fiscal Year (e.g., $150,000 for Fiscal Year ending on February 22, 1997).

4. The Restoration Match for a Fiscal Year shall be equal to the participant's
Deemed Deferral Amount multiplied by the aggregate matching rate credited to the
participant elective contributions under the SUPERVALU Pre-Tax Savings and
Profit Sharing Plan for such Fiscal Year.

5. The Restoration Match shall be credited to the participants under one of the
Plans as determined by SUPERVALU INC. as soon as administratively feasible after
the close of the Fiscal Year for which it is made and shall be subject to all
other rules established under such Plans: provided, however, that it shall be
subject to the vesting rules in effect under the SUPERVALU Pre-Tax Savings and
Profit Sharing Plan.


FURTHER RESOLVED, to the extent necessary, these resolutions will constitute an
amendment to the Plans.

FURTHER RESOLVED, that the Retirement Committee of SUPERVALU INC. is authorized
and directed to take whatever actions it deems necessary to implement these
resolutions including, but not limited to, approval of amendments of the plan
statements which incorporate the provisions of the Plans.