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                                                                     EXHIBIT 4.2


                          REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of November
2, 2001, by and among SUPERVALU INC., a Delaware corporation (the "Company"),
and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (the
"Initial Purchaser").

     This Agreement is made pursuant to the Purchase Agreement, dated October
30, 2001 (the "Purchase Agreement"), between the Company, as issuer of the
Liquid Yield Option Notes due 2031 (the "LYONs"), and the Initial Purchaser,
which provides for, among other things, the sale by the Company to the Initial
Purchaser of the aggregate principal amount at maturity of LYONs specified
therein. In order to induce the Initial Purchaser to enter into the Purchase
Agreement, the Company has agreed to provide the registration rights set forth
in this Agreement. The execution of this Agreement is a condition to the closing
under the Purchase Agreement.

     The Company agrees with the Initial Purchaser, (i) for its benefit as
Initial Purchaser and (ii) for the benefit of the beneficial owners (including
the Initial Purchaser) from time to time of the LYONs, and the beneficial owners
from time to time of the Underlying Common Stock (as defined herein) issued upon
conversion of the Lyons, if any (each of the foregoing a "Holder" and together
the "Holders"), as follows:

     SECTION 1. Definitions. Capitalized terms used herein without definition
shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following terms shall have the following meanings:

     "Affiliate" With respect to any specified person, an "affiliate," as
defined in Rule 144, of such person.

     "Applicable Conversion Price" The Applicable Conversion Price as of any
date of determination means the Applicable Principal Amount per $1,000 principal
amount at maturity of LYONs as of such date of determination divided by the
Conversion Rate in effect as of such date of determination or, if no LYONs are
then outstanding, the Conversion Rate that would be in effect were LYONs then
outstanding.

     "Applicable Principal Amount" Applicable Principal Amount as of any date of
determination, with respect to each $1,000 principal amount at maturity of
LYONs, means the sum of the initial issue price of such LYONs ($263.15) plus
accrued original issue discount with respect to such LYON through such date of
determination or, if no LYONs are then outstanding, such sum calculated as if
such LYONs were then outstanding.

     "Business Day" Each Monday, Tuesday, Wednesday, Thursday and Friday that is
not a day on which banking institutions in The City of New York are authorized
or obligated by law or executive order to close.

     "Common Stock" The Common Stock, par value $1.00 per share, of the Company
and any other shares of common stock as may constitute "Common Stock" for
purposes of the Indenture, including the Underlying Common Stock.

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     "Company" See the first paragraph of this Agreement.

     "Conversion Rate" Conversion Rate shall have the meaning assigned to such
term in the Indenture.

     "Damages Accrual Period" See Section 2(e) hereof.

     "Damages Payment Date" Each May 2 and November 2.

     "Deferral Notice" See Section 3(i) hereof.

     "Deferral Period" See Section 3(i) hereof.

     "Effectiveness Deadline Date" See Section 2(a) hereof.

     "Effectiveness Period" The period of two years from the Issue Date or such
shorter period ending on the date that all Registrable Securities have ceased to
be Registrable Securities.

     "Event" See Section 2(e) hereof.

     "Event Termination Date" See Section 2(e) hereof.

     "Event Date" See Section 2(e) hereof.

     "Exchange Act" The Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC promulgated thereunder.

     "Filing Deadline Date" See Section 2(a) hereof.

     "Holder" See the second paragraph of this Agreement.

     "Indenture" The Indenture, dated as of the date hereof, between the Company
and The Chase Manhattan Bank, as trustee, pursuant to which the LYONs are being
issued.

     "Initial Purchaser" See the first paragraph of this Agreement.

     "Initial Shelf Registration Statement" See Section 2(a) hereof.

     "Issue Date" means November 2, 2001.

     "Liquidated Damages Amount" See Section 2(e) hereof.

     "LYONs" See the second paragraph of this Agreement.

     "Material Event" See Section 3(i) hereof.

     "Notice and Questionnaire" A written notice delivered to the Company
containing substantially the information called for by the Selling
Securityholder Notice and


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Questionnaire attached as Annex A to the Offering Memorandum of the Company,
dated October 30, 2001, relating to the LYONs.

     "Notice Holder" On any date, any Holder that has delivered a Notice and
Questionnaire to the Company on or prior to such date.

     "Prospectus" The prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 415 promulgated under the Securities Act), as
amended or supplemented by any amendment or prospectus supplement, including
post-effective amendments, and all materials incorporated by reference in such
Prospectus.

     "Purchase Agreement" See the first paragraph of this Agreement.

     "Record Holder" With respect to any Damages Payment Date relating to any
LYON or Underlying Common Stock as to which any Liquidated Damages Amount has
accrued, the registered holder of such LYON or Underlying Common Stock, as the
case may be, on the 15th day immediately preceding such Damages Payment Date.

     "Registrable Securities" The Securities, until such securities have been
converted or exchanged and, at all times subsequent to any such conversion or
exchange, any securities into or for which such securities have been converted
or exchanged, and any security issued with respect thereto upon any stock
dividend, split, merger or similar event until, in the case of any such
security, the earliest of (i) its effective registration under the Securities
Act and resale in accordance with the Registration Statement covering it, (ii)
expiration of the holding period that would be applicable thereto under Rule
144(k) were it not held by an Affiliate of the Company or (iii) its sale to the
public pursuant to Rule 144.

     "Registration Expenses" See Section 5 hereof.

     "Registration Statement" Any registration statement of the Company that
covers any of the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits, and
all materials incorporated by reference in such registration statement.

     "Restated Principal Amount" Restated Principal Amount shall have the
meaning assigned to such term in the Indenture.

     "Restricted Securities" As this term is defined in Rule 144.

     "Rule 144" Rule 144 under the Securities Act, as such Rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by the
SEC.

     "Rule 144A" Rule 144A under the Securities Act, as such Rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by the
SEC.


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     "SEC" The Securities and Exchange Commission.

     "Securities" Collectively, means the LYONs and the Underlying Common Stock.

     "Securities Act" The Securities Act of 1933, as amended, and the rules and
regulations promulgated by the SEC thereunder.

     "Shelf Registration Statement" See Section 2(a) hereof.

     "Subsequent Shelf Registration Statement" See Section 2(b) hereof.

     "TIA" The Trust Indenture Act of 1939, as amended.

     "Trustee" The Chase Manhattan Bank (or any successor entity), the Trustee
under the Indenture.

     "Underlying Common Stock" The Common Stock into which the LYONs are
convertible or issued upon any such conversion or payment of the purchase price
of a purchase of LYONs.

     SECTION 2. Shelf Registration.

     (a) The Company shall prepare and file or cause to be prepared and filed
with the SEC no later than a date which is ninety (90) days after the Issue Date
(the "Filing Deadline Date") a Registration Statement for an offering to be made
on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a
"Shelf Registration Statement") registering the resale from time to time by
Holders thereof of all of the Registrable Securities (the "Initial Shelf
Registration Statement"). The Initial Shelf Registration Statement shall be on
Form S-3 or another appropriate form permitting registration of such Registrable
Securities for resale by such Holders in accordance with the methods of
distribution reasonably elected by the Holders and set forth in the Initial
Shelf Registration Statement; provided, that in no event will such method(s) of
distribution take the form of an underwritten offering of the Registrable
Securities without the prior agreement of the Company. The Company shall use
reasonable efforts to cause the Initial Shelf Registration Statement to be
declared effective under the Securities Act by the date (the "Effectiveness
Deadline Date") that is one hundred and eighty (180) days after the Issue Date,
and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf
Registration Statement) continuously effective under the Securities Act until
the expiration of the Effectiveness Period subject to the rights of the Company
under Section 3(i) to create a Deferral Period. At the time the Initial Shelf
Registration Statement is declared effective, each Holder that became a Notice
Holder on or prior to the date 10 Business Days prior to such time of
effectiveness shall be named as a selling securityholder in the Initial Shelf
Registration Statement and the related Prospectus in such a manner as to permit
such Holder to deliver such Prospectus to purchasers of Registrable Securities
in accordance with applicable law under ordinary circumstances, subject to
compliance with blue sky laws. None of the Company's securityholders (other than
the Holders of Registrable Securities) shall have the right to include any of
the Company's securities in the Shelf Registration Statement.


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     (b) If the Initial Shelf Registration Statement or any Subsequent Shelf
Registration Statement ceases to be effective other than during a Deferral
Period for any reason at any time during the Effectiveness Period, the Company
shall use reasonable efforts to obtain the prompt withdrawal of any order
suspending the effectiveness thereof, and in any event shall within thirty (30)
days of such cessation of effectiveness amend the Shelf Registration Statement
in a manner reasonably expected by the Company to obtain the withdrawal of the
order suspending the effectiveness thereof, or file an additional Shelf
Registration Statement covering all of the Securities that as of the date of
such filing are Registrable Securities (a "Subsequent Shelf Registration
Statement"). If a Subsequent Shelf Registration Statement is filed, the Company
shall use reasonable efforts to cause the Subsequent Shelf Registration
Statement to become effective as promptly as reasonably practicable after such
filing, unless during a Deferral Period, or, if filed during a Deferral Period,
after the expiration of a Deferral Period, and to keep such Registration
Statement (or subsequent Shelf Registration Statement) continuously effective
until the end of the Effectiveness Period.

     (c) The Company shall supplement and amend the Shelf Registration Statement
if required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration Statement, if
required by the Securities Act or, to the extent to which the Company does not
reasonably object, as reasonably requested by the Initial Purchaser or by the
Trustee on behalf of the registered Holders.

     (d) Each Holder of Registrable Securities agrees that if such Holder wishes
to sell Registrable Securities pursuant to a Shelf Registration Statement and
related Prospectus, it will do so only in accordance with this Section 2(d) and
Section 3(i). Each Holder of Registrable Securities wishing to sell Registrable
Securities pursuant to a Shelf Registration Statement and related Prospectus
agrees to deliver a Notice and Questionnaire to the Company at least five (5)
Business Days prior to any intended distribution of Registrable Securities under
the Shelf Registration Statement. From and after the date the Initial Shelf
Registration Statement is declared effective, the Company shall, as promptly as
reasonably practicable after the date a Notice and Questionnaire is delivered,
(i) if required by applicable law, file with the SEC a post-effective amendment
to the Shelf Registration Statement or prepare and, if required by applicable
law, file a supplement to the related Prospectus or a supplement or amendment to
any document incorporated therein by reference or file any other document
required by the SEC so that the Holder delivering such Notice and Questionnaire
is named as a selling securityholder in the Shelf Registration Statement and the
related Prospectus in such a manner as to permit such Holder to deliver such
Prospectus to purchasers of the Registrable Securities in accordance with
applicable law and, if the Company shall file a post-effective amendment to the
Shelf Registration Statement, use reasonable efforts to cause such
post-effective amendment to be declared effective under the Securities Act as
promptly as reasonably practicable; (ii) provide such Holder copies of any
documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as
promptly as reasonably practicable after the effectiveness under the Securities
Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided,
that if such Notice and Questionnaire is delivered during a Deferral Period, the
Company shall so inform the Holder delivering such Notice and Questionnaire and
shall take the actions set forth in clauses (i), (ii) and (iii) above upon
expiration of the Deferral Period in accordance with Section 3(i), provided,
further, that if under applicable law the Company has more than one option as to
the type or manner of making any such filing, as set forth in an opinion of
nationally-recognized counsel


                                       5

<PAGE>

experienced in such matters delivered by the Holder to the Company, it will make
the required filing or filings in the manner or of a type that is reasonably
expected to result in the earliest availability of the Prospectus for effecting
resales of Registrable Securities unless such option would be adverse to the
Company or result in increased costs. Notwithstanding anything contained herein
to the contrary, the Company shall be under no obligation to name any Holder
that is not a Notice Holder as a selling securityholder in any Registration
Statement or related Prospectus; provided, however, that any Holder that becomes
a Notice Holder pursuant to the provisions of Section 2(d) of this Agreement
(whether or not such Holder was a Notice Holder at the time the Registration
Statement was initially declared effective) shall be named as a selling
securityholder in the Registration Statement or related Prospectus subject to
and in accordance with the requirements of this Section 2(d).

     (e) The parties hereto agree that the Holders of Registrable Securities
will suffer damages, and that it would not be feasible to ascertain the extent
of such damages with precision, if (i) the Initial Shelf Registration Statement
has not been filed on or prior to the Filing Deadline Date, (ii) the Initial
Shelf Registration Statement has not been declared effective under the
Securities Act on or prior to the Effectiveness Deadline Date, or (iii) the
aggregate duration of Deferral Periods in any period exceeds the number of days
permitted in respect of such period pursuant to Section 3(i) hereof (each of the
events of a type described in any of the foregoing clauses (i) through (iii) are
individually referred to herein as an "Event," and the Filing Deadline Date in
the case of clause (i), the Effectiveness Deadline Date in the case of clause
(ii), and the date on which the aggregate duration of Deferral Periods in any
period exceeds the number of days permitted by Section 3(i) hereof in the case
of clause (iii), being referred to herein as an "Event Date"). Events shall be
deemed to continue until the "Event Termination Date," which shall be the
following dates with respect to the respective types of Events: the date the
Initial Shelf Registration Statement is filed in the case of an Event of the
type described in clause (i), the date the Initial Shelf Registration Statement
is declared effective under the Securities Act in the case of an Event of the
type described in clause (ii), termination of the Deferral Period that caused
the limit on the aggregate duration of Deferral Periods in a period set forth in
Section 3(i) to be exceeded in the case of the commencement of an Event of the
type described in clause (iii).

     Accordingly, commencing on (and including) any Event Date and ending on
(but excluding) the next date on which there are no Events that have occurred
and are continuing (a "Damages Accrual Period"), the Company agrees to pay, as
liquidated damages and not as a penalty, an amount (the "Liquidated Damages
Amount"), payable on the Damages Payment Dates to Record Holders of then
outstanding LYONs that are Registrable Securities, or of then outstanding shares
of Underlying Common Stock issued upon conversion of LYONs that are Registrable
Securities, if any, as the case may be, accruing, for each portion of such
Damages Accrual Period beginning on and including a Damages Payment Date (or, in
respect of the first time that the Liquidation Damages Amount is to be paid to
Holders on a Damages Payment Date as a result of the occurrence of any
particular Event occurring since the most recent Damages Payment Event, from the
Event Date) and ending on but excluding the first to occur of (A) the date of
the end of the Damages Accrual Period or (B) the next Damages Payment Date, at a
rate per annum equal to one-quarter of one percent (0.25%) for the first 90-day
period from the Event Date, and thereafter at a rate per annum equal to one-half
of one percent (0.50%) of the aggregate Applicable Principal Amount of such
LYONs or the aggregate Applicable Conversion Price of the shares of Underlying
Common Stock, as the case may be, in each case determined as


                                       6

<PAGE>

of the Business Day immediately preceding the next Damages Payment Date;
provided, that any Liquidated Damages Amount accrued with respect to any LYON or
portion thereof called for redemption on a redemption date or converted into
Underlying Common Stock on a conversion date prior to the Damages Payment Date,
shall, in any such event, be paid instead to the Holder who submitted such LYON
or portion thereof for redemption or conversion on the applicable redemption
date or conversion date, as the case may be, on such date (or promptly following
the conversion date, in the case of conversion). Notwithstanding the foregoing,
no Liquidated Damages Amounts shall accrue as to any Registrable Security from
and after the earlier of (x) the date such security is no longer a Registrable
Security and (y) expiration of the Effectiveness Period. The rate of accrual of
the Liquidated Damages Amount with respect to any period shall not exceed the
rate provided for in this paragraph notwithstanding the occurrence of multiple
concurrent Events. Following the cure of all Events requiring the payment by the
Company of Liquidated Damages Amounts to the Holders of Registrable Securities
pursuant to this Section, the accrual of Liquidated Damages Amounts will cease
(without in any way limiting the effect of any subsequent Event requiring the
payment of the Liquidated Damages Amount by the Company).

     The Trustee shall be entitled, on behalf of Holders of LYONs or Underlying
Common Stock, to seek any available remedy for the enforcement of this
Agreement, including for the payment of any Liquidated Damages Amount.
Notwithstanding the foregoing, the parties agree that the sole remedy for a
violation of the terms of this Agreement with respect to which liquidated
damages are expressly provided shall be such liquidated damages.

     All of the Company's obligations set forth in this Section 2(e) that are
outstanding with respect to any Registrable Security at the time such Security
ceases to be a Registrable Security shall survive until such time as all such
obligations with respect to such security have been satisfied in full
(notwithstanding termination of this Agreement pursuant to Section 8(j)).

     The parties hereto agree that the liquidated damages provided for in this
Section 2(e) constitute a reasonable estimate of the damages that may be
incurred by Holders of Registrable Securities by reason of the failure of the
Shelf Registration Statement to be filed or declared effective or available for
effecting resales of Registrable Securities in accordance with the provisions
hereof.

     SECTION 3. Registration Procedures. In connection with the registration
obligations of the Company under Section 2 hereof, the Company shall:

          (a) Before filing any Registration Statement or Prospectus or any
     amendments or supplements thereto with the SEC, furnish to the Initial
     Purchaser copies of all such documents proposed to be filed and use
     reasonable efforts to reflect in each such document when so filed with the
     SEC such comments as the Initial Purchaser reasonably shall propose within
     two (2) Business Days of the delivery of such copies to the Initial
     Purchaser.

          (b) Prepare and file with the SEC such amendments and post-effective
     amendments to each Registration Statement as may be necessary to keep such
     Registration Statement continuously effective for the applicable period
     specified in Section 2(a); cause the related Prospectus to be supplemented
     by any required Prospectus supplement, and as so


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<PAGE>

     supplemented to be filed pursuant to Rule 424 (or any similar provisions
     then in force) under the Securities Act; and use reasonable efforts to
     comply with the provisions of the Securities Act applicable to it with
     respect to the disposition of all securities covered by such Registration
     Statement during the Effectiveness Period in accordance with the intended
     methods of disposition by the sellers thereof set forth in such
     Registration Statement as so amended or such Prospectus as so supplemented.

          (c) As promptly as reasonably practicable give notice to the Notice
     Holders and the Initial Purchaser (i) when any Prospectus, Prospectus
     supplement, Registration Statement or post-effective amendment to a
     Registration Statement has been filed with the SEC and, with respect to a
     Registration Statement or any post-effective amendment, when the same has
     been declared effective, (ii) of any request, following the effectiveness
     of the Initial Shelf Registration Statement under the Securities Act, by
     the SEC or any other federal or state governmental authority for amendments
     or supplements to any Registration Statement or related Prospectus or for
     additional information, (iii) of the issuance by the SEC or any other
     federal or state governmental authority of any stop order suspending the
     effectiveness of any Registration Statement or the initiation or
     threatening of any proceedings for that purpose, (iv) of the receipt by the
     Company of any notification with respect to the suspension of the
     qualification or exemption from qualification of any of the Registrable
     Securities for sale in any jurisdiction or the initiation or threatening of
     any proceeding for such purpose, (v) of the occurrence of (but not the
     nature of or details concerning) a Material Event (provided, however, that
     no notice by the Company shall be required pursuant to this clause (v) in
     the event that the Company either promptly files a Prospectus supplement to
     update the Prospectus or a Form 8-K or other appropriate Exchange Act
     report that is incorporated by reference into the Registration Statement,
     which, in either case, contains the requisite information with respect to
     such Material Event that results in such Registration Statement no longer
     containing any untrue statement of material fact or omitting to state a
     material fact necessary to make the statements contained therein not
     misleading) and (vi) of the determination by the Company that a
     post-effective amendment to a Registration Statement will be filed with the
     SEC, which notice may, at the discretion of the Company (or as required
     pursuant to Section 3(i)), state that it constitutes a Deferral Notice, in
     which event the provisions of Section 3(i) shall apply.

          (d) Use reasonable efforts to obtain the withdrawal of any order
     suspending the effectiveness of a Registration Statement or the lifting of
     any suspension of the qualification (or exemption from qualification) of
     any of the Registrable Securities for sale in any jurisdiction in which
     they have been qualified for sale, in either case at the earliest possible
     moment or, if a Deferral Period is in effect, at the earliest possible
     moment after the Deferral Period.

          (e) If reasonably requested by the Initial Purchaser or any Notice
     Holder, as promptly as reasonably practicable incorporate in a Prospectus
     supplement or post-effective amendment to a Registration Statement such
     information as the Initial Purchaser or such Notice Holder shall, on the
     basis of a written opinion of nationally-recognized counsel experienced in
     such matters, determine to be required to be included therein by applicable
     law and make any required filings of such Prospectus supplement or such
     post-effective amendment; provided, that the Company shall not be required
     to take any actions under this Section 3(e) that are not, in the reasonable
     opinion of counsel for the Company, in compliance with applicable law.


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<PAGE>

          (f) As promptly as reasonably practicable furnish to each Notice
     Holder and the Initial Purchaser, upon their request and without charge, at
     least one (1) conformed copy of the Registration Statement and any
     amendment thereto, including financial statements, but excluding schedules,
     all documents incorporated or deemed to be incorporated therein by
     reference and all exhibits (unless requested in writing to the Company by
     such Notice Holder or the Initial Purchaser, as the case may be).

          (g) During the Effectiveness Period, deliver to each Notice Holder in
     connection with any sale of Registrable Securities pursuant to a
     Registration Statement, without charge, as many copies of the Prospectus or
     Prospectuses relating to such Registrable Securities (including each
     preliminary prospectus) and any amendment or supplement thereto as such
     Notice Holder may reasonably request; and the Company hereby consents
     (except during such periods that a Deferral Notice is outstanding and has
     not been revoked) to the use of such Prospectus or each amendment or
     supplement thereto by each Notice Holder in connection with any offering
     and sale of the Registrable Securities covered by such Prospectus or any
     amendment or supplement thereto in the manner set forth therein.

          (h) Subject to Section 3(i), prior to any public offering of the
     Registrable Securities pursuant to the Shelf Registration Statement, use
     reasonable efforts to register or qualify or cooperate with the Notice
     Holders in connection with the registration or qualification (or exemption
     from such registration or qualification) of such Registrable Securities for
     offer and sale under the securities or Blue Sky laws of such jurisdictions
     within the United States as any Notice Holder reasonably requests in
     writing (which request may be included in the Notice and Questionnaire) it
     being agreed that no such registration or qualification will be made unless
     so requested; prior to any public offering of the Registrable Securities
     pursuant to the Shelf Registration Statement, use reasonable efforts to
     keep each such registration or qualification (or exemption therefrom)
     effective during the Effectiveness Period in connection with such Notice
     Holder's offer and sale of Registrable Securities pursuant to such
     registration or qualification (or exemption therefrom) and do any and all
     other acts or things necessary to enable the disposition in such
     jurisdictions of such Registrable Securities in the manner set forth in the
     relevant Registration Statement and the related Prospectus; provided, that
     the Company will not be required to (i) qualify as a foreign corporation or
     as a dealer in securities in any jurisdiction where it is not otherwise
     qualified but for this Agreement or (ii) take any action that would subject
     it to general service of process in suits or to taxation in any such
     jurisdiction where it is not then so subject.

          (i) Upon (A) the issuance by the SEC of a stop order suspending the
     effectiveness of the Shelf Registration Statement or the initiation of
     proceedings with respect to the Shelf Registration Statement under Section
     8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the
     existence of any fact (a "Material Event") as a result of which any
     Registration Statement shall contain any untrue statement of a material
     fact or omit to state any material fact required to be stated therein or
     necessary to make the statements therein not misleading, or any Prospectus
     shall contain any untrue statement of a material fact or omit to state any
     material fact required to be stated therein or necessary to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading, or (C) the occurrence or existence of any corporate
     development that, in the discretion of the Company, makes it appropriate to
     suspend the availability of the Shelf Registration Statement and the


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<PAGE>

     related Prospectus, (i) in the case of clause (B) above, subject to the
     next sentence, as promptly as reasonably practicable prepare and file a
     post-effective amendment to such Registration Statement or a supplement to
     the related Prospectus or any document incorporated therein by reference or
     file any other required document that would be incorporated by reference
     into such Registration Statement and Prospectus so that such Registration
     Statement does not contain any untrue statement of a material fact or omit
     to state any material fact required to be stated therein or necessary to
     make the statements therein not misleading, and such Prospectus does not
     contain any untrue statement of a material fact or omit to state any
     material fact required to be stated therein or necessary to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading, as thereafter delivered to the purchasers of the
     Registrable Securities being sold thereunder, and, in the case of a
     post-effective amendment to a Registration Statement, subject to the next
     sentence, use reasonable efforts to cause it to be declared effective as
     promptly as is reasonably practicable, and (ii) give notice to the Notice
     Holders that the availability of the Shelf Registration Statement is
     suspended (a "Deferral Notice") and, upon receipt of any Deferral Notice,
     each Notice Holder agrees not to sell any Registrable Securities pursuant
     to the Registration Statement until such Notice Holder's receipt of copies
     of the supplemented or amended Prospectus provided for in clause (i) above,
     or until it is advised in writing by the Company that the Prospectus may be
     used, and has received copies of any additional or supplemental filings
     that are incorporated or deemed incorporated by reference in such
     Prospectus. The Company will use all reasonable efforts to ensure that the
     use of the Prospectus may be resumed (x) in the case of clause (A) above,
     as promptly as reasonably practicable, (y) in the case of clause (B) above,
     as soon as, in the sole judgment of the Company, public disclosure of such
     Material Event would not be prejudicial to or contrary to the interests of
     the Company or, if necessary to avoid unreasonable burden or expense, as
     soon as reasonably practicable thereafter and (z) in the case of clause (C)
     above, as soon as, in the discretion of the Company, such suspension is no
     longer appropriate. The period during which the availability of the
     Registration Statement and any Prospectus is suspended (the "Deferral
     Period") shall, without the Company incurring any obligation to pay
     liquidated damages pursuant to Section 2(e), not exceed forty-five (45)
     days in any three (3) month period or one hundred and twenty (120) days in
     any twelve (12) month period.

          (j) If reasonably requested in writing in connection with a
     disposition of Registrable Securities pursuant to a Registration Statement,
     make reasonably available for inspection during normal business hours by a
     representative for the Notice Holders of such Registrable Securities and
     any broker-dealers, attorneys and accountants retained by such Notice
     Holders, all relevant financial and other records, pertinent corporate
     documents and properties of the Company and its subsidiaries, and cause the
     appropriate executive officers, directors and designated employees of the
     Company and its subsidiaries to make reasonably available for inspection
     during normal business hours all relevant information reasonably requested
     by such representative for the Notice Holders or any such broker-dealers,
     attorneys or accountants in connection with such disposition, in each case
     as is customary for similar "due diligence" examinations; provided,
     however, that such persons shall first agree in writing with the Company
     that any information that is reasonably designated by the Company in
     writing as confidential at the time of delivery of such information shall
     be kept confidential by such persons and shall be used solely for the
     purposes of exercising rights under this Agreement and such person shall
     comply with applicable securities laws, unless (i) disclosure of such
     information is required by court or administrative order or is necessary to
     respond to inquiries of regulatory authorities, (ii)


                                       10

<PAGE>

     disclosure of such information is required by law (including any disclosure
     requirements pursuant to federal securities laws in connection with the
     filing of any Registration Statement or the use of any Prospectus referred
     to in this Agreement), (iii) such information becomes generally available
     to the public other than as a result of a disclosure or failure to
     safeguard by any such person or (iv) such information becomes available to
     any such person from a source other than the Company and such source is not
     bound by a confidentiality agreement; and provided further, that the
     foregoing inspection and information gathering shall, to the greatest
     extent possible, be coordinated on behalf of all the Notice Holders and the
     other parties entitled thereto by the counsel referred to in Section 5.

          (k) Comply with all applicable rules and regulations of the SEC and
     make generally available to its securityholders earning statements (which
     need not be audited) satisfying the provisions of Section 11(a) of the
     Securities Act and Rule 158 thereunder (or any similar rule promulgated
     under the Securities Act) no later than 90 days after the end of the first
     12-month period constituting a fiscal year commencing on the first day of
     the first fiscal quarter of the first fiscal year of the Company commencing
     after the effective date of a Registration Statement, which statements
     shall cover said 12-month periods.

          (l) Cooperate with each Notice Holder to facilitate the timely
     preparation and delivery of certificates representing Registrable
     Securities sold pursuant to a Registration Statement, and cause such
     Registrable Securities to be in such denominations as are permitted by the
     Indenture and registered in such names as such Notice Holder may request in
     writing at least two Business Days prior to any sale of such Registrable
     Securities.

          (m) Provide a CUSIP number for all Registrable Securities covered by
     each Registration Statement not later than the effective date of such
     Registration Statement and provide the Trustee for the LYONs and the
     transfer agent for the Common Stock with certificates for the Registrable
     Securities that are in a form eligible for deposit with The Depository
     Trust Company.

          (n) Make reasonable effort to provide such information as is required
     for any filings required to be made with the National Association of
     Securities Dealers, Inc.

          (o) Upon (i) the filing of the Initial Shelf Registration Statement
     and (ii) the effectiveness of the Initial Shelf Registration Statement,
     announce the same, in each case by release to Reuters Economic Services and
     Bloomberg Business News or other reasonable means of distribution.

          (p) Enter into such customary agreements and take all such other
     reasonable necessary actions in connection therewith (including those
     reasonably requested by the holders of a majority of the Registrable
     Securities being sold) in order to expedite or facilitate disposition of
     such Registrable Securities; provided that the Company shall not be
     required to take any action in connection with an underwritten offering
     without their consent; and

          (q) Cause the Indenture to be qualified under the TIA not later than
     the effective date of any Registration Statement; and in connection
     therewith, cooperate with the Trustee to effect such changes to the
     Indenture as may be required for the Indenture to be so


                                       11

<PAGE>

     qualified in accordance with the terms of the TIA and execute, and use
     reasonable efforts to cause the Trustee to execute, all documents as may be
     required to effect such changes, and all other forms and documents required
     to be filed with the SEC to enable the Indenture to be so qualified in a
     timely manner.

     SECTION 4. Holder's Obligations. Each Holder agrees, by acquisition of the
Registrable Securities, that no Holder of Registrable Securities shall be
entitled to sell any of such Registrable Securities pursuant to a Registration
Statement or to receive a Prospectus relating thereto, unless such Holder has
furnished the Company with a Notice and Questionnaire as required pursuant to
Section 2(d) hereof (including the information required to be included in such
Notice and Questionnaire) and the information set forth in the next sentence.
Each Notice Holder agrees promptly to furnish to the Company all information
required to be disclosed in order to make the information previously furnished
to the Company by such Notice Holder not misleading and any other information
regarding such Notice Holder and the distribution of such Registrable Securities
as may be required to be disclosed in the Registration Statement under
applicable law or pursuant to SEC comments. Each Holder further agrees,
following termination of the Effectiveness Period, to notify the Company within
10 business days of request, of the amount of Registrable Securities sold
pursuant to the Registration Statement and, in the absence of a response, the
Company may assume that all of the Holder's Registrable Securities were so sold.

     SECTION 5. Registration Expenses. The Company shall bear all fees and
expenses incurred in connection with the performance by the Company of its
obligations under Sections 2 and 3 of this Agreement whether or not any of the
Registration Statements are declared effective. Such fees and expenses shall
include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to be
made with the National Association of Securities Dealers, Inc. and (y) of
compliance with federal and state securities or Blue Sky laws to the extent such
filings or compliance are required pursuant to this Agreement (including,
without limitation, reasonable fees and disbursements of the counsel specified
in the next sentence in connection with Blue Sky qualifications of the
Registrable Securities under the laws of such jurisdictions as the Notice
Holders of a majority of the Registrable Securities being sold pursuant to a
Registration Statement may designate)), (ii) printing expenses (including,
without limitation, expenses of printing certificates for Registrable Securities
in a form eligible for deposit with The Depository Trust Company), (iii)
duplication expenses relating to copies of any Registration Statement or
Prospectus delivered to any Holders hereunder, (iv) fees and disbursements of
counsel for the Company in connection with the Shelf Registration Statement, and
(v) reasonable fees and disbursements of the Trustee and its counsel and of the
registrar and transfer agent for the Common Stock. In addition, the Company
shall bear or reimburse the Notice Holders for the fees and disbursements of one
firm of legal counsel for the Holders, which shall, upon the written consent of
the Initial Purchaser (which shall not be unreasonably withheld), be a
nationally recognized law firm experienced in securities law matters designated
by the Company. In addition, the Company shall pay the internal expenses of the
Company (including, without limitation, all salaries and expenses of officers
and employees performing legal or accounting duties), the expense of any annual
audit, the fees and expenses incurred in connection with the listing of the
Registrable Securities on any securities exchange on which the same securities
of the Company are then listed and the fees and expenses of any person,
including special experts, retained by the Company.


                                       12

<PAGE>

     SECTION 6. Indemnification; Contribution.

     (a) The Company agrees to indemnify and hold harmless the Initial Purchaser
and each Holder of Registrable Securities and each person, if any, who controls
the Initial Purchaser or any Holder of Registrable Securities within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act, as
follows:

          (i) against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, arising out of any untrue statement or alleged
     untrue statement of a material fact contained in the Registration Statement
     (or any amendment thereto), or the omission or alleged omission therefrom
     of a material fact required to be stated therein or necessary to make the
     statements therein not misleading or arising out of any untrue statement or
     alleged untrue statement of a material fact included in any preliminary
     prospectus or the Prospectus (or any amendment or supplement thereto), or
     the omission or alleged omission therefrom of a material fact necessary in
     order to make the statements therein, in the light of the circumstances
     under which they were made, not misleading;

          (ii) against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, to the extent of the aggregate amount paid in
     settlement of any litigation, or any investigation or proceeding by any
     governmental agency or body, commenced or threatened, or of any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission, provided that (subject to Section
     6(d) below) any such settlement is effected with the prior written consent
     of the Company; and

          (iii) against any and all expense whatsoever, as incurred (including
     the reasonable fees and disbursements of counsel chosen by the Initial
     Purchaser), reasonably incurred in investigating, preparing or defending
     against any litigation, or any investigation or proceeding by any
     governmental agency or body, commenced or threatened, or any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission, to the extent that any such expense
     is not paid under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by the
Initial Purchaser, such Holder of Registrable Securities (which also
acknowledges the indemnity provisions herein) or any person, if any, who
controls the Initial Purchaser or any such Holder of Registrable Securities
expressly for use in the Registration Statement (or any amendment thereto), or
any preliminary prospectus or the Prospectus (or any amendment or supplement
thereto); provided, further, that this indemnity agreement shall not apply to
any loss, liability, claim, damage or expense (1) arising from an offer or sale
of Registrable Securities occurring during a Deferral Period, if a Deferral
Notice was given to such Notice Holder in accordance with Section 8(b), or (2)
if the Holder fails to deliver at or prior to the written confirmation of sale,
the most recent Prospectus, as amended or


                                       13

<PAGE>

supplemented, and such Prospectus, as amended or supplemented, would have
corrected such untrue statement or omission or alleged untrue statement or
omission of a material fact.

     (b) In connection with any Shelf Registration in which a Holder, including,
without limitation, the Initial Purchaser, of Registrable Securities is
participating, in furnishing information relating to such Holder of Registrable
Securities to the Company in writing expressly for use in such Registration
Statement, any preliminary prospectus, the Prospectus or any amendments or
supplements thereto, the Holders of such Registrable Securities agree, severally
and not jointly, to indemnify and hold harmless the Initial Purchaser and each
person, if any, who controls the Initial Purchaser within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act and the
Company, and each person, if any, who controls the Company within the meaning of
either such Section, against any and all loss, liability, claim, damage and
expense described in the indemnity contained in subsection (a) of this Section,
as incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any
amendment thereto), or any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with written
information furnished to the Company by or on behalf of such Holder of
Registrable Securities (which also acknowledges the indemnity provisions herein)
or any person, if any, who controls any such Holder of Registrable Securities
expressly for use in the Registration Statement (or any amendment thereto) or
such preliminary prospectus or the Prospectus (or any amendment or supplement
thereto).

     The Initial Purchaser agrees to indemnify and hold harmless the Company,
the Holders of Registrable Securities, and each person, if any, who controls the
Company or any Holder of Registrable Securities within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act against any
and all loss, liability, claim, damage and expense described in the indemnity
contained in subsection (a) of this Section, as incurred, but only with respect
to untrue statements or omissions, or alleged untrue statements or omissions,
made in the Registration Statement (or any amendment thereto), or any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished
to the Company by the Initial Purchaser expressly for use in the Registration
Statement (or any amendment thereto) or such preliminary prospectus or the
Prospectus (or any amendment or supplement thereto).

     (c) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not materially prejudiced as a result thereof and
in any event shall not relieve it from any liability which it may have otherwise
than on account of this indemnity agreement. The indemnifying party, upon
request of the indemnified party, shall retain counsel reasonably satisfactory
to the indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the reasonable
fees and disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding


                                       14

<PAGE>

(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them. It
is understood that the indemnifying party shall not, in respect of the legal
expenses of any indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for (a) the fees and expenses of
more than one separate firm (in addition to any local counsel), whose fees must
be reasonable, for the Initial Purchaser, Holders of Registrable Securities, and
all persons, if any, who control the Initial Purchaser or Holders of Registrable
Securities within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act, collectively, and (b) the fees and expenses of
more than one separate firm (in addition to any local counsel), whose fees must
be reasonable, for the Company and each person, if any, who controls the Company
within the meaning of either such Section, and that all fees and expenses
payable under (a) and (b) above shall be reimbursed as they are incurred. In the
case of any such separate firm for the Initial Purchaser, Holders of Registrable
Securities, and control persons of the Initial Purchaser and Holders of
Registrable Securities, such firm shall be designated in writing by the Initial
Purchaser. In the case of any such separate firm for the Company and control
persons of the Company, such firm shall be designated in writing by the Company.
The indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final non-appealable judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 6 (whether or
not the indemnified parties are actual or potential parties thereto), unless
such settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.

     (d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 6(a)(ii) effected without its
written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of aforesaid request, (ii) such indemnifying
party shall have received notice of the terms of such settlement at least 30
days prior to such settlement being entered into and (iii) such indemnifying
party shall not have reimbursed such indemnified party in accordance with such
request prior to the date of such settlement; provided, that an indemnifying
party shall not be liable for any such settlement effected without its consent
if such indemnifying party (1) reimburses such indemnified party in accordance
with such request to the extent it considers such request to be reasonable and
(2) provides written notice to the indemnified party substantiating the unpaid
balance as unreasonable, in each case prior to the date of such settlement.

     (e) If the indemnification to which an indemnified party is entitled under
this Section 6 is for any reason unavailable to or insufficient although
applicable in accordance with its terms to hold harmless an indemnified party in
respect of any losses, liabilities, claims,


                                       15

<PAGE>

damages or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims, damages
and expenses incurred by such indemnified party, as incurred, in such proportion
as is appropriate to reflect the relative fault of the indemnifying party or
parties on the one hand and of the indemnified party on the other hand in
connection with the statements or omissions which resulted in such losses,
liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

     The relative fault of the Company on the one hand and the Holders of the
Registrable Securities or the Initial Purchaser on the other hand shall be
determined by reference to, among other things, whether any such untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by the Company or by the
Holder of the Registrable Securities or the Initial Purchaser and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

     The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(e) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 6(e). The
aggregate amount of losses, liabilities, claims, damages, and expenses incurred
by an indemnified party and referred to above in this Section 6(e) shall be
deemed to include any out-of-pocket legal or other expenses reasonably incurred
by such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

     Notwithstanding the provisions of this Section 6, neither the Holder of any
Registrable Securities nor the Initial Purchaser, shall be required to indemnify
or contribute any amount in excess of the amount by which the total price at
which the Registrable Securities sold by such Holder of Registrable Securities
or by the Initial Purchaser, as the case may be, and distributed to the public
were offered to the public exceeds the amount of any damages that such Holder of
Registrable Securities or the Initial Purchaser has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission.

     No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.

     For purposes of this Section 6(e), each person, if any, who controls the
Initial Purchaser or any Holder of Registrable Securities within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act shall have
the same rights to contribution as the Initial Purchaser or such Holder, and
each person, if any, who controls the Company within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act shall have the same
rights to contribution as the Company.

     SECTION 7. Information Requirements. The Company covenants that, if at any
time before the end of the Effectiveness Period the Company is not subject to
the reporting requirements of the Exchange Act, the Company will cooperate with
any Holder of Registrable


                                       16

<PAGE>

Securities and take such further reasonable action as any Holder of Registrable
Securities may reasonably request in writing (including, without limitation,
making such reasonable representations as any such Holder may reasonably
request), all to the extent required from time to time to enable such Holder to
sell Registrable Securities without registration under the Securities Act within
the limitation of the exemptions provided by Rule 144 and Rule 144A under the
Securities Act and customarily taken in connection with sales pursuant to such
exemptions. Upon the written request of any Holder of Registrable Securities,
the Company shall deliver to such Holder a written statement as to whether such
party has complied with such filing requirements, unless such a statement has
been included in the Company's most recent report required to be filed and filed
pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding the
foregoing, nothing in this Section 7 shall be deemed to require the Company to
register any of its securities under any section of the Exchange Act.

     SECTION 8. Miscellaneous; No Conflicting Agreements. The Company is not, as
of the date hereof, a party to, nor shall the Company, on or after the date of
this Agreement, enter into, any agreement with respect to its securities that
conflicts with the rights granted to the Holders of Registrable Securities in
this Agreement. The Company represents and warrants that the rights granted to
the Holders of Registrable Securities hereunder do not in any way conflict with
the rights granted to the holders of the Company's other issued and outstanding
securities under any other agreements.

     (a) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
unless the Company has obtained the written consent of Holders of a majority of
the then outstanding Underlying Common Stock constituting Registrable Securities
(with Holders of LYONs deemed to be the Holders, for purposes of this Section,
of the number of outstanding shares of Underlying Common Stock into which such
LYONs are or would be convertible or exchangeable as of the date on which such
consent is requested). Notwithstanding the foregoing, a waiver or consent to
depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of Holders of Registrable Securities whose securities
are being sold pursuant to a Registration Statement and that does not directly
or indirectly affect the rights of other Holders of Registrable Securities may
be given by Holders of at least a majority of the Registrable Securities being
sold by such Holders pursuant to such Registration Statement; provided, that the
provisions of this sentence may not be amended, modified, or supplemented except
in accordance with the provisions of the immediately preceding sentence. Each
Holder of Registrable Securities outstanding at the time of any such amendment,
modification, supplement, waiver or consent or thereafter shall be bound by any
such amendment, modification, supplement, waiver or consent effected pursuant to
this Section 8(a), whether or not any notice, writing or marking indicating such
amendment, modification, supplement, waiver or consent appears on the
Registrable Securities or is delivered to such Holder.

     (b) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand delivery, by telecopier, by courier
guaranteeing overnight delivery or by first-class mail, return receipt
requested, and shall be deemed given (i) when made, if made by hand delivery,
(ii) upon confirmation, if made by telecopier, (iii) one (1)


                                       17

<PAGE>

Business Day after being deposited with such courier, if made by overnight
courier or (iv) on the date indicated on the notice of receipt, if made by
first-class mail, to the parties as follows:

          (w) if to a Holder of Registrable Securities that is not a Notice
     Holder, at the address for such Holder then appearing in the Registrar (as
     defined in the Indenture);

          (x) if to a Notice Holder, at the most current address given by such
     Holder to the Company in a Notice and Questionnaire or any amendment
     thereto;

          (y) if to the Company, to:

              SUPERVALU INC.
              11840 Valley View Road
              Eden Prairie, MN 55344
              Attention: Corporate Secretary
              Fax No.:  (952) 828-4403

              with a copy to:

              Dorsey & Whitney LLP
              Suite 1500
              50 South Sixth Street
              Minneapolis, MN 55402
              Attention:  Gary L. Tygesson
              Fax No.:  (612) 340-7800

              and

          (z) if to the Initial Purchaser, to:

              Merrill Lynch & Co.,
              Merrill Lynch, Pierce, Fenner & Smith
                          Incorporated
              World Financial Center
              North Tower
              New York, NY 10281
              Attention:  Mark Vander Ploeg
              Fax No.:  (650) 849-2337

     or to such other address as such person may have furnished to the other
     persons identified in this Section 8(b) in writing in accordance herewith.

     (c) Approval of Holders. Whenever the consent or approval of Holders of a
specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company or its affiliates (as such term is
defined in Rule 405 under the Securities Act) (other than the Initial Purchaser
or subsequent Holders of Registrable Securities if such subsequent Holders are
deemed to be such affiliates solely by reason of their holdings of such


                                       18

<PAGE>

Registrable Securities) shall not be counted in determining whether such consent
or approval was given by the Holders of such required percentage.

     (d) Successors and Assigns. Any person who purchases any Registrable
Securities from the Initial Purchaser shall be deemed, for purposes of this
Agreement, to be an assignee of the Initial Purchaser. This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties and shall inure to the benefit of and be binding upon each Holder
of any Registrable Securities.

     (e) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be original and all of which taken together
shall constitute one and the same agreement.

     (f) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

     (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     (h) Severability. If any term, provision, covenant or restriction of this
Agreement is held to be invalid, illegal, void or unenforceable, the remainder
of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated thereby, and the parties hereto shall use their best efforts to find
and employ an alternative means to achieve the same or substantially the same
result as that contemplated by such term, provision, covenant or restriction, it
being intended that all of the rights and privileges of the parties shall be
enforceable to the fullest extent permitted by law.

     (i) Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and is intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and the registration rights granted by the
Company with respect to the Registrable Securities. Except as provided in the
Purchase Agreement, there are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein, with respect to
the registration rights granted by the Company with respect to the Registrable
Securities. This Agreement supersedes all prior agreements and undertakings
among the parties solely with respect to such registration rights.

     (j) Termination. This Agreement and the obligations of the parties
hereunder shall terminate upon the end of the Effectiveness Period, except for
any liabilities or obligations under Sections 4, 5 or 6 hereof and the
obligations to make payments of and provide for Liquidated Damages under Section
2(e) hereof to the extent such damages accrue prior to the end of the
Effectiveness Period, each of which shall remain in effect in accordance with
its terms.


                                       19

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.

                                       SUPERVALU INC.


                                       By: /s/ Pamela Knous
                                           -------------------------------------
                                           Name:  Pamela K. Knous
                                           Title: Executive Vice President &
                                                  Chief Financial Officer


Accepted as of the date
first above written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED

By:  MERRILL LYNCH, PIERCE, FENNER & SMITH
                 INCORPORATED

By:       /s/ James Kenney
    ------------------------------
        Authorized Signatory





                                       20