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                                                                   EXHIBIT 10.18

                                 SUPERVALU INC.
                          DIRECTORS RETIREMENT PROGRAM
                       Effective June 27, 1996, as amended

Effective June 27, 1996, the Directors Retirement Program is terminated, subject
to the payment of benefits earned by directors prior to such termination in
accordance with the following provisions. Directors who have served as
non-employee, outside directors on the SUPERVALU Board will receive an annual
retirement fee equal to $20,000 per year, payable quarterly, commencing when the
outside director leaves the Board or at age 55, whichever is later. This annual
fee is payable for the lesser of the number of years of Board service as an
outside director prior to June 27, 1996, or ten years, subject to the director
being available to management for consultation services and engaging in no
activity directly competitive to the Company's business. For purposes of this
paragraph, years of service shall be measured from Annual Meeting to Annual
Meeting and any director who serves for less than a full year shall be
considered to have served for a full year if the director has served at least
four months. Upon a Change of Control (as hereinafter defined) of the Company
any retirement compensation otherwise payable in installments shall be
accelerated and paid to the director. Upon the death of the director, the
director's retirement compensation shall be paid to the legal representative of
the director's estate or to such person(s) as the director shall have instructed
the Company by written instrument filed with the Secretary of the Company and
signed by the director. The foregoing not to the contrary, following a
director's retirement from the Board, or the attainment of age 55, whichever is
later, 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 his or her benefits then due and payable
under this Program, subject to forfeiture of ten percent (10%) of such amount.

CHANGE OF CONTROL

For purposes hereof, Change of Control shall have the following meaning:

          (a)  the acquisition by any individual, entity or group (within the
     meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
     1934, as amended (the "Exchange Act") (a "Person") of beneficial ownership
     (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
     20% or more of either (i) the then outstanding shares of common stock of
     the Company (the "Outstanding Company Common Stock") or (ii) the combined
     voting power of the then outstanding voting securities of the Company
     entitled to vote generally in the election of directors (the "Outstanding
     Company Voting Securities"): provided, however, that for purposes of this
     subsection (a), the following acquisitions shall not constitute a Change of
     Control: (i) any acquisition directly from the Company (ii) any acquisition
     by the Company, (iii) any acquisition by any employee benefit plan (or
     related trust) sponsored or maintained by the Company or any corporation
     controlled by the Company or (iv) any acquisition by any corporation
     pursuant to a transaction which complies with clauses (i), (ii) and (iii)
     of subsection (c) hereof, or

          (b)  individuals who, as of the date hereof, constitute the Board (the
     "Incumbent Board") cease for any reason to constitute at least a majority
     of the Board; provided, however, that any individual becoming a director
     subsequent to the date hereof whose election, or nomination for election by
     the Company's shareholders, was approved by a vote of at least a majority
     of the directors then constituting the Incumbent Board shall be considered
     as though such individual were a member of the Incumbent Board, but

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     excluding, for this purpose, any such individual whose initial assumption
     of office occurs as a result of an actual or threatened election contest
     with respect to the election or removal of directors or other actual or
     threatened solicitation of proxies or consents by or on behalf of a Person
     other than the Board; or

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

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