Exhibit 10.1
 SUPERVALU
EXECUTIVE DEFERRED COMPENSATION PLAN
(2008 Statement)




---



##### 



SUPERVALU
EXECUTIVE DEFERRED COMPENSATION PLAN
(2008 Statement)
 TABLE OF CONTENTS
 PageSECTION 1. INTRODUCTION AND DEFINITIONS
    
    
    11.1. Successor Plan Created1.1.1. Antecedents1.1.2. New Plan Created1.2. Unfunded Obligation1.3. Definitions1.3.1. Accounts(a) Deferral Account(b) DB Restoration Account1.3.2. Affiliate1.3.3. Base Compensation1.3.4. Beneficiary1.3.5. Board of Directors1.3.6. Chief Executive Officer1.3.7. Code1.3.8. Compensation Committee1.3.9. Employers1.3.10. Enrollment Window1.3.11. ERISA1.3.12. Fiscal Year1.3.13. Incentive Compensation1.3.14. Interest Crediting Rate1.3.15. Participant1.3.16. Plan1.3.17. Plan Administrator1.3.18. Plan Statement1.3.19. Plan Year1.3.20. Principal Sponsor1.3.21. Qualified DB Plans1.3.22. Qualified DC Plans1.3.23. Separation from Service
 -i-




---



##### 



Page1.3.24. Unforeseeable Emergency1.4. Transition RulesSECTION 2. PARTICIPATION
    
    
    72.1. Participation2.1.1. Automatic Eligibility2.1.2. Eligibility by Affirmative Selection2.2. Specific Exclusion2.3. Authority to Make DeterminationsSECTION 3. PARTICIPANT ELECTIONS
    
    
    93.1. Class Year Elections3.1.1. Class Year Deferral Elections3.1.2. Class Year Payment Elections3.1.3. General Conditions3.2. Revocation Upon Unforeseeable Emergency3.3. Subsequent Changes in Payment ElectionsSECTION 4. CREDITS TO ACCOUNTS
    
    
    114.1. Crediting to Accounts4.1.1. Base Deferral Credit4.1.2. Incentive Deferral Credit4.1.3. DB Restoration Credit4.1.4. DC Discretionary Credit4.1.5. Interest Crediting4.2. Other Adjustments4.2.1. Taxes4.2.2. Payments4.3. Multiple Sub-Accounts AuthorizedSECTION 5. VESTING
    
    
    14SECTION 6. PAYMENTS
    
    
    156.1. DB Restoration Accounts6.2. Other Accounts6.2.1. Form of Payment6.2.2. Time of Payment6.2.3. Default6.2.4. Payment Upon Death6.2.5. Installment Amounts6.3. Generally Applicable Rules6.3.1. Processing
 -ii-




---



##### 



Page6.3.2. Code §162(m) Delay6.3.3. Six-Month Delay6.3.4. No Spousal Rights6.3.5. Facility of Payment6.3.6. Payments in Cash6.3.7. No Other Payment Events6.4. Special Rules6.4.1. Unforeseeable Emergency6.4.2. Lump Sum Payment to Pay Taxes6.5. Designation of Beneficiaries6.5.1. Right to Designate6.5.2. Failure of Designation6.5.3. Disclaimers by Beneficiaries6.5.4. Definitions6.5.5. Special RulesSECTION 7. FUNDING OF PLAN
    
    
    237.1. Hedging Investments7.2. Corporate ObligationSECTION 8. AMENDMENT AND TERMINATION
    
    
    248.1. Amendment and Termination8.1.1. Before a Change in Control8.1.2. After a Change in Control8.1.3. Authority to Amend and to Terminate8.2. No Oral Amendments8.3. Plan Binding on SuccessorsSECTION 9. DETERMINATIONS  RULES AND REGULATIONS
    
    
    269.1. Determinations9.2. Rules and Regulations9.3. Method of Executing Instruments9.4. Claims Procedure9.4.1. Initial Claim9.4.2. Notice of Initial Adverse Determinations9.4.3. Request for Review9.4.4. Claim on Review9.4.5. Notice of Adverse Determination for Claim on Review9.5. Rules and Regulations9.5.1. Adoption of Rules9.5.2. Special Rules
 -iii-




---



##### 



Page9.5.3. Limitations and ExhaustionSECTION 10. PLAN ADMINISTRATION
    
    
    3210.1. The Principal Sponsor10.1.1. Officers10.1.2. Chief Executive Officer10.2. Conflict of Interest10.3. Service of ProcessSECTION 11. CONSTRUCTION
    
    
    3311.1. ERISA Status11.2. IRC Status11.3. Effect on Other Plans11.4. Disqualification11.5. Rules of Document Construction11.6. References to Laws11.7. Receipt of Documents11.8. Effect on Employment Status11.9. Choice of Law11.10. ERISA Administrator11.11. Delegation11.12. Tax Withholding11.13. Expenses11.14. Service of Process11.15. Spendthrift Provision11.16. Certifications11.17. Errors in Computations
 -iv-




---



##### 



SUPERVALU
EXECUTIVE DEFERRED COMPENSATION PLAN
(2008 Statement)
 SECTION 1
 INTRODUCTION AND DEFINITIONS
 Successor Plan Created
 Antecedents
 New Plan Created
 (a)
    
    Accrual Cessation. Incident to the adoption of this Plan, all further
deferrals under WealthOp II will be discontinued as provided in amendments of
WealthOp II.(b)
    
    Non-Grandfathered Amounts. All amounts that were deferred under
WealthOp II with respect to periods after December 31, 2004, that have not been
previously paid shall be transferred from WealthOp II to this Plan to be held and
paid in accordance with the terms of this Plan and in conformity with section 409A of
the Code.(c)
    
    Grandfathered Amounts. It is the Principal Sponsors express intention
that, after such transfer, all amounts deferred and still held under WealthOp I and
WealthOp II are grandfathered and, therefore, not subject to the requirements of
section 409A of the Code. It is expressly
intended that neither WealthOp I nor WealthOp II will hold any amounts that
are subject to section 409A of the Code.




---



##### 



Unfunded Obligation
 Definitions
 Accounts
 (a)
    
    Deferral Account the Account maintained for each Participant to which are
credited
 (i)
    
    the deferrals, if any, of Base Compensation
made at the election of each Participant pursuant to Section 4.1.1 or
pursuant to comparable provisions of prior plan documents, and(ii)
    
    the deferrals, if any, of Incentive
Compensation made at the election of each Participant pursuant to
Section 4.1.2 or pursuant to comparable provisions of prior plan
documents,(iii)
    
    the discretionary awards, if any, made by and
at the election of an Employer pursuant to Section 4.1.4 or pursuant to
comparable provisions of prior plan documents.
 (b)
    
    DB Restoration Account the Account maintained for each Participant (in
U.S. dollars) to which are credited the awards made by and at the election of an
Employer for the purpose of restoring certain Qualified DB Plan benefits not accrued
as a consequence of deferrals under this Plan or WealthOp II pursuant to
Section 4.1.3 or pursuant to comparable provisions of prior plan documents.
 -2-




---



##### 



Affiliate
 Base Compensation
 Beneficiary
 Board of Directors
 Chief Executive Officer
 Code
 Compensation Committee
 Employers
 Enrollment Window
 ERISA
 -3-




---



##### 



Fiscal Year - -
 Incentive Compensation
 Interest Crediting Rate - - -
 Participant
 Plan
 Plan Administrator
 Plan Statement
 Plan Year
 -4-




---



##### 



Principal Sponsor
 Qualified DB Plans
 Qualified DC Plans
 Separation from Service
 (a)
    
    Facts and Circumstances & 20% Rule. Whether a Separation from Service has
occurred is determined based on whether the facts and circumstances indicate that the
Employer and employee reasonably anticipated that no further services would be
performed after a certain date or that the level of bona fide services the employee
would perform after such date (whether as an employee or as an independent
contractor) would permanently decrease to no more than twenty percent (20%) of the
average level of bona fide services performed (whether as an employee or an
independent contractor) over the immediately preceding thirty-six (36) month period
(or the full period of services to the Employer and all Affiliates if the employee
has been providing services to the Employer and all Affiliates less than thirty-six
months).(b)
    
    Transfers. A transfer from employment with an Employer to employment with
an Affiliate of an Employer shall not constitute a Separation from Service. A
decision to not select a Participant for continued participation for a subsequent
Plan Year shall not constitute a Separation from Service.(c)
    
    Leaves of Absence. A Separation from Service shall not be deemed to occur
while the employee is on military leave, sick leave or other bona fide leave of
absence if the period does not exceed six (6) months or, of longer, so long as the
employee retains a right to reemployment with the Employer or an Affiliate under an
applicable statute or by contract. If the period of leave exceeds six (6) months and
the employee does not retain a right to reinstatement under an applicable statute or
by contract, the Separation from Service is deemed to occur on the first date
immediately following the six-month period. For this purpose, a leave is bona fide
only if, and so long as, there is a reasonable expectation that the employee will
return to perform services for the Employer or an Affiliate. Notwithstanding the
foregoing, a twenty-nine (29) month period of
 -5-




---



##### 



absence will be substituted for such
six (6) month period if the leave is due to any medically determinable physical or
mental impairment that can be expected to result in death or can be expected to last
for a continuous period of no less than six (6) months and that causes the employee
to be unable to perform the duties of his or her position of employment.
 (d)
    
    Sale of Assets. If as part of a sale or other disposition of assets by the
Employer to a buyer that is not an Affiliate, an employee who was providing services
to the Employer immediately before the transaction and is providing services to the
buyer immediately after the transaction would otherwise experience a Separation from
Service from the Employer as a result of the transaction, the Employer and the buyer
shall have the discretion to specify that the affected employee has not experienced a
Separation from Service if (i) the transaction results from bona fide, arms length
negotiations, (ii) all affected employees are treated consistently, and (iii) such
treatment is specified in writing no later than the closing date of the transaction.
 Unforeseeable Emergency
 Transition Rules
 -6-




---



##### 



SECTION 2
 PARTICIPATION
 Participation
 Automatic Eligibility
 Eligibility by Affirmative Selection
 (a)
    
    Each employee of an Employer prospectively selected for participation in
this Plan for a particular Plan Year shall become a Participant in this Plan as of
the first day of a Plan Year that commences after that selection.(b)
    
    No employee may be selected for participation unless the Principal Sponsor
affirmatively determines that such employee will be for that Plan Year a member of a
select group of management or highly compensated employees (as that expression is
used in ERISA).(c)
    
    Employees shall be selected for participation in this Plan on a Plan Year
by Plan Year basis. Selection for one Plan Year does not entitle the employee to be
selected any subsequent Plan Year.(d)
    
    If an employee selected for participation in this Plan for one Plan Year is
not selected for a subsequent Plan Year, no further deferrals shall be made by or for
that employee in that subsequent Plan Year or for the Fiscal Year that begins in that
Plan Year but the Account shall not thereby become distributable.
 Specific Exclusion
 -7-




---



##### 



(a)
    
    No Class Year Deferral Elections. Such individual shall not be permitted
to make a class year deferral election for any Plan Year commencing after that
determination (including any Fiscal Year that commences during that Plan Year). Any
prior class year deferral election shall be cancelled for all Plan Years and Fiscal
Years commencing after that determination.(b)
    
    No Class Year Payment Elections. Such individual shall not be permitted to
make or to change any class year payment election after the date of that
determination.(c)
    
    Cessation of Employer Credits. No credit other than an interest credit
shall be made to that individuals Deferral Account or DB Restoration Account after
the date of that determination.
 Authority to Make Determinations
 -8-




---



##### 



SECTION 3
 PARTICIPANT ELECTIONS
 Class Year Elections
 Class Year Deferral Elections
 (a)
    
    Base Deferral Election. The Participant may elect to defer the receipt of
not less than five percent (5%) nor more than eighty percent (80%) (or such lesser
percentage as the Plan Administrator may from time to time establish) of the
Participants Base Compensation that is attributable to services performed during
that Plan Year. All amounts deferred shall be credited as provided in Section 4.1.1.(b)
    
    Incentive Deferral Election. The Participant may elect to defer the
receipt of not less than five percent (5%) nor more than one hundred percent (100%)
(or such lesser percentage as the Plan Administrator may from time to time establish)
of the Participants Incentive Compensation attributable to services performed during
the Fiscal Year that commences during that Plan Year and to be credited as provided
in Section 4.1.2.(c)
    
    Default. If for any reason (including reasons beyond the control of the
Participant) a Participant does not clearly and timely make a class year deferral
election to defer Base Compensation or Incentive Compensation, the Participant shall
be deemed to have elected not to defer any Base Compensation or any Incentive
Compensation.
 Class Year Payment Elections
 General Conditions
 -9-




---



##### 



Revocation Upon Unforeseeable Emergency
 Subsequent Changes in Payment Elections
 (a)
    
    The change in class year payment election shall not take effect until the
date that is twelve (12) months after the date on which the Plan Administrator
receives the change.(b)
    
    If the Participant changes the form of payment, any payment that is made on
account of an event described in Section 6.2.2 (i.e., payment on account of a
Separation from Service or payment at a specified date), shall be delayed until the
date that is five (5) years after the date the payment would otherwise have been
made.(c)
    
    If the Participant changes a specified date of payment under
Section 6.2.2(a) or (c), the election change (i) must be received by the Plan
Administrator at least twelve (12) months before the date previously specified by the
Participant, and (ii) the new specified date shall be at least five (5) years after
the date previously specified.
 -10-




---



##### 



SECTION 4
 CREDITS TO ACCOUNTS
 Crediting to Accounts
 Base Deferral Credit
 Incentive Deferral Credit
 DB Restoration Credit
 DC Discretionary Credit
 (a)
    
    Permitted Considerations. In determining the amount of any discretionary
credit, the Plan Administrator may take into account, without limiting the generality
of the foregoing, the following factors.
 (i)
    
    The amount of Employer discretionary profit
sharing or other Employer contribution that the Participant would have
received under the Qualified DC plans for that Plan Year if the
Participant had not elected to defer any compensation under this Plan.(ii)
    
    The amount of Employer discretionary profit
sharing or other Employer contribution that each Participant would have
received
 -11-




---



##### 



under the Qualified DC Plans for that Plan Year if the
compensation limit of section 401(a)(17) of the Code had not been in
effect for that Plan Year and the annual addition limitation of
section 415(c) of the Code had not been in effect for that Plan Year.
 (iii)
    
    The amount, if any, of matching or other
Employer contribution that is promised from time to time in enrollment
and other materials furnished to Participants.
 (b)
    
    Prohibited Considerations. Notwithstanding the foregoing, in determining
the amount of any discretionary credit, neither the amount nor timing of a
Participants pre-tax or after-tax contributions to any qualified plan shall directly
or indirectly be taken into account in any way that has any effect on the amount or
the time of the discretionary credit under this Plan.(c)
    
    Crediting. The discretionary credit shall be made only if the Participant
has not had a Separation from Service as of that last day of the Plan Year. Subject
to the nonduplication rule in Section 11.5(d), the discretionary credit, if any, to
be made for a Participant, , shall be credited to the Participants Deferral Account
in dollars as of such date or dates as may be determined by the Plan Administrator in
its sole discretion.
 Interest Crediting
 Other Adjustments
 Taxes
 Payments
 Multiple Sub-Accounts Authorized
 -12-




---



##### 



-13-




---



##### 



SECTION 5
 VESTING
  -14-




---



##### 



SECTION 6
 PAYMENTS
 DB Restoration Accounts
 (a)
    
    If the Participant has a Separation from Service before death, it shall be
paid to the Participant in a single lump sum cash payment during the month of March
in the Plan Year following the Plan Year in which the Participants Separation from
Service occurs. If the Participant dies before receipt of that payment, the payment
shall be paid to the Participants Beneficiary as nearly as practicable at the same
time as it would have been paid to the Participant.(b)
    
    If the Participant dies before Separation from Service, it shall be paid to
the Participants Beneficiary in a single lump sum cash payment during the month of
March in the Plan Year following the Plan Year in which the Participant dies. If the
Beneficiary dies before receipt of that payment, the payment shall be paid to the
Beneficiarys estate as nearly as practicable at the same time as it would have been
paid to the Beneficiary.
  Other Accounts
 Form of Payment
 (a)
    
    Lump Sum. Payment may be made in a single lump sum.(b)
    
    Installments. Payment may be made in five (5), ten (10) or fifteen (15)
annual installments if the payment is commenced on account of a Separation from
Service. Payment may be made in two (2), three (3), four (4) or five (5) annual installments if payment is commenced as of a
specified date.
 -15-




---



##### 



Time of Payment
 (a)
    
    Specified Date. If the Participants class year payment election
designates that payment is to be made or commenced on a specified date, payment shall
be made or commenced during the month of March specified by the Participant in the
class year payment election.(b)
    
    Separation from Service. If the Participants class year payment election
designates that payment is to be made on account of Separation from Service, payment
shall be made or commenced during the month of March in the Plan Year following the
Plan Year in which the Participants Separation from Service occurs.
 Default
 Payment Upon Death
 (a)
    
    Continued Installments. If payment had commenced to the deceased
Participant before his or her death in annual installments as specified above (i.e.,
the Participant had received at least one installment payment), payment to the
Beneficiary shall be made in a series of annual installments payable over the
remainder of the period.(b)
    
    Lump Sum. In all other circumstances payment shall be made to the
Beneficiary in a single lump sum payment during the month of March in the Plan Year
following the Plan Year in which the Participant dies.(c)
    
    Pending at Death.
 (i)
    
    Participants Death. If, at the death of the
Participant, any payment to the Participant was due or otherwise
pending but not actually paid, the amount of such payment shall be
included in the amount to be paid to the Beneficiary (and shall not be paid to the
Participants estate).(ii)
    
    Beneficiarys Death. If a Beneficiary who is
entitled to one or more payments dies before receiving all payments,
the remaining
 -16-




---



##### 



payments shall be paid to the Beneficiarys estate as
nearly as practicable at the same time as they would have been paid to
the Beneficiary.
 Installment Amounts
 Generally Applicable Rules
 Processing
 Code § 162(m) Delay
 Six-Month Delay
 (a)
    
    Specified Employee. This Section 6.3.3 shall only apply to a Participant
who is a specified employee (as that term is defined in section 409A of the Code) if
the stock of any of the Principal Sponsor or an Affiliate is publicly traded on an
established securities market or otherwise.(b)
    
    Identification Rules. Specified employees shall be identified (x) on a
basis consistent with regulations issued under section 409A, and (y) as required by
regulations issued under section 409A, on a basis consistently applied to all plans,
programs, contracts, etc. maintained by the Employer that are subject to
section 409A. A Participants status as a specified employee shall be determined
once each December 31 based on the facts existing during the year ending on that
date. If a Participant is determined to be a specified employee on that date, the
Participant shall be treated as a
 -17-




---



##### 



specified employee for the year beginning the
following April 1 (and ending on the next succeeding March 31). The six-month delay
shall apply to that Participant if that Participants Separation from Service occurs
during that April 1 to March 31 year.
 No Spousal Rights
 Facility of Payment
 (a)
    
    to the duly appointed guardian, conservator or other legal representative
of such individual, or(b)
    
    to a person or institution entrusted with the care or maintenance of the
incompetent or disabled Participant or Beneficiary, provided such person or
institution has satisfied the Plan Administrator that the payment will be used for
the best interest and assist in the care of such individual, and provided further,
that no prior claim for said payment has been made by a duly appointed guardian,
conservator or other legal representative of such individual.
  Payments in Cash
 No Other Payment Events
 Special Rules
 Unforeseeable Emergency
 -18-




---



##### 



Lump Sum Payment to Pay Taxes
 Designation of Beneficiaries
 Right to Designate
 Failure of Designation
 (a)
    
    fails to designate a Beneficiary,(b)
    
    designates a Beneficiary and thereafter revokes such designation without
naming another Beneficiary, or(c)
    
    designates one or more Beneficiaries and all such Beneficiaries so
designated fail to survive the Participant,
  
 -19-




---



##### 



Disclaimers by Beneficiaries
 Definitions
 (a)
    
    Issue means all persons who are lineal descendants of the person whose
issue are referred to, subject to the following:
 (i)
    
    a legally adopted child and the adopted childs
lineal descendants always shall be lineal descendants of each adoptive
parent (and of each adoptive parents lineal ancestors);(ii)
    
    a legally adopted child and the adopted childs
lineal descendants never shall be lineal descendants of any former
parent whose parental rights were terminated by the adoption (or of
that former parents lineal ancestors); except that if, after a childs
parent has died, the child is legally adopted by a stepparent who is
the spouse of the childs surviving parent, the child and the childs
lineal descendants shall remain lineal descendants of the deceased
parent (and the deceased parents lineal ancestors);(iii)
    
    if the person (or a lineal descendant of the
person) whose issue are referred to is the parent of a child (or is
treated as such under applicable law) but never received the child into
that parents home
 -20-




---



##### 



and never openly held out the child as that parents
child (unless doing so was precluded solely by death), then neither the
child nor the childs lineal descendants shall be issue of the person.
 (b)
    
    Child means an issue of the first generation;(c)
    
    Per stirpes means in equal shares among living children of the person
whose issue are referred to and the issue (taken collectively) of each deceased child
of such person, with such issue taking by right of representation of such deceased
child; and(d)
    
    Survive and surviving mean living after the death of the Participant.
 Special Rules
 (a)
    
    If there is not sufficient evidence that a Beneficiary was living at the
time of the death of the Participant, it shall be deemed that the Beneficiary was not
living at the time of the death of the Participant.(b)
    
    The identification of the Beneficiaries shall become fixed as of the time
of the Participants death so that, if a Beneficiary survives the Participant but
dies before the receipt of all payments due such Beneficiary hereunder, such
remaining payments shall be payable to the representative of such Beneficiarys
estate.(c)
    
    If the Participant designates as a Beneficiary the person who is the
Participants spouse on the date of the designation, either by name or by
relationship, or both, the dissolution, annulment or other legal termination
of the marriage between the Participant and such person shall automatically
revoke such designation. The foregoing shall not prevent the Participant
from designating a former spouse as a Beneficiary on a form that is both
executed by the Participant and received by the Plan Administrator (i) after
the date of the legal termination of the marriage between the Participant
and such former spouse and (ii) during the Participants lifetime.(d)
    
    Any designation of a nonspouse Beneficiary by name that is accompanied by a
description of relationship to the Participant shall be given effect without regard
to whether the relationship to the Participant exists either then or at the
Participants death.(e)
    
    Any designation of a Beneficiary only by statement of relationship to the
Participant shall be effective only to designate the person or persons standing in
such relationship to the Participant at the Participants death.
 -21-




---



##### 



(f)
    
    A Beneficiary designation is permanently void if it either is executed or
is filed by a Participant who, at the time of such execution or filing, is then a
minor under the law of the state of the Participants legal residence.(g)
    
    The Plan Administrator shall be the sole judge of the content,
interpretation and validity of a purported Beneficiary designation.
 -22-




---



##### 



SECTION 7
 FUNDING OF PLAN
 Hedging Investments
 Corporate Obligation
 -23-




---



##### 



SECTION 8
 AMENDMENT AND TERMINATION
 Amendment and Termination
 Before a Change of Control
 (a)
    
    the benefit, if any, payable to or with respect to a Participant who has
had a Separation from Service as of the effective date of such amendment or the
effective date of such termination shall not be, without the written consent of the
Participant, diminished or delayed by such amendment or termination, and(b)
    
    the benefit, if any, payable to or with respect to each other Participant
determined as if such Participant had a Separation from Service on the effective date
of such amendment or the effective date of such termination shall not be, without the
written consent of the Participant, diminished or delayed by such amendment or
termination.
 After a Change of Control
 (a)
    
    Existing Participants. After the occurrence of a Change of Control, the
Principal Sponsor may only amend the Plan Statement or terminate this Plan as applied
to Participants who are Participants on the date of the Change of Control if:
 (i)
    
    all benefits payable to or with respect to
persons who were Participants as of the Change of Control (including
benefits earned before and benefits earned after the Change of Control)
have been paid in full, or(ii)
    
    eighty percent (80%) of all the Participants
determined as of the date of the Change of Control give knowing and
voluntary written consent to such amendment or termination.
 (b)
    
    New Participants. After the occurrence of a Change of Control, as applied
to Participants who are not Participants on the date of the Change of Control, the
Principal Sponsor may unilaterally amend the Plan
 -24-




---



##### 



Statement prospectively,
retroactively or both, at any time and for any reason deemed sufficient by it without
notice to any person affected by this Plan and may likewise terminate this Plan.
 Authority to Amend and to Terminate
 (a)
    
    in any respect by action of the Board of Directors (or any duly authorized
committee of the Directors), and(b)
    
    in any respect that increases or decreases the cost of the Plan by more
than Five Million Dollars ($5,000,000) by action of the Executive Plans Committee,
and(c)
    
    in any respect that increases or decreases the cost of the Plan by Five
Million Dollars ($5,000,000) or less by action of the Benefit Plans Committee.
 No Oral Amendments
 Plan Binding on Successors
 -25-




---



##### 



SECTION 9
 DETERMINATIONS  RULES AND REGULATIONS
 Determinations
 Rules and Regulations
 Method of Executing Instruments
 Claims Procedure
 Initial Claim
 (a)
    
    If the claim is denied in whole or in part, the Plan Administrator shall
notify the claimant of the adverse benefit determination within ninety (90) days
after receipt of the claim.(b)
    
    The ninety (90) day period for making the claim determination may be
extended for ninety (90) days if the Plan Administrator determines that special
circumstances require an extension of time for determination of the claim, provided
that the Plan Administrator notifies the claimant, prior to the expiration of the
initial ninety (90) day period, of the special circumstances requiring an extension and the date by which a claim
determination is expected to be made.
 Notice of Initial Adverse Determination
 -26-




---



##### 



(a)
    
    the specific reasons for the adverse determination;(b)
    
    references to the specific provisions of the Plan Statement (or other
applicable Plan document) on which the adverse determination is based;(c)
    
    a description of any additional material or information necessary to
perfect the claim and an explanation of why such material or information is
necessary; and(d)
    
    a description of the claim and review procedures, including the time limits
applicable to such procedure and a statement of the claimants right to bring a civil
action under ERISA section 502(a) following an adverse determination on review.
 Request for Review
 Claim on Review
 (a)
    
    The sixty (60) day period for deciding the claim on review may be extended
for sixty (60) days if the Plan Administrator determines that special circumstances
require an extension of time for determination of the claim, provided that the Plan
Administrator notifies the claimant, prior to the expiration of the initial sixty
(60) day period, of the special circumstances requiring an extension and the date by
which a claim determination is expected to be made.(b)
    
    In the event that the time period is extended due to a claimants failure
to submit information necessary to decide a claim on review, the claimant shall have
sixty (60) days within which to provide the necessary
information and the period for making the claim determination on review
shall be tolled from the date on which the notification of the extension is
sent to the claimant until the date on which the claimant responds to the
request for additional information or, if earlier, the expiration of sixty
(60) days.(c)
    
    The Plan Administrators review of a denied claim shall take into account
all comments, documents, records, and other information submitted by the
 -27-




---



##### 



claimant relating to the claim, without regard to whether such information was submitted or
considered in the initial benefit determination.
 Notice of Adverse Determination for Claim on Review
 (a)
    
    the specific reasons for the denial;(b)
    
    references to the specific provisions of the Plan Statement (or other
applicable Plan document) on which the adverse determination is based;(c)
    
    a statement that the claimant is entitled to receive, upon request and free
of charge, reasonable access to, and copies of, all documents, records, and other
information relevant to the claimants claim for benefits;(d)
    
    a statement describing any voluntary appeal procedures offered by the Plan
and the claimants right to obtain information about such procedures; and(e)
    
    a statement of the claimants right to bring a civil action under ERISA
section 502(a) following an adverse determination on review.
 Rules and Regulations
 Adoption of Rules
 Specific Rules
 (a)
    
    No inquiry or question shall be deemed to be a claim or a request for a
review of a denied claim unless made in accordance with the established claim
procedures. The Plan Administrator may require that any claim for benefits and any
request for a review of a denied claim be filed on forms to be furnished by the Plan
Administrator upon request.(b)
    
    All decisions on claims and on requests for a review of denied claims shall
be made by the Plan Administrator unless delegated, in which case references in this
Section 9 to the Plan Administrator shall be treated as references to the Plan
Administrators delegate. Such delegation may be implied or inferred. If the Plan
Administrator does delegate the decision, all references to the Plan Administrator in
Section 9 shall be treated as references to the Committees delegate.
 -28-




---



##### 



(c)
    
    Claimants may be represented by a lawyer or other representative at their
own expense, but the Plan Administrator reserves the right to require the claimant to
furnish written authorization and establish reasonable procedures for determining
whether an individual has been authorized to act on behalf of a claimant. A
claimants representative shall be entitled to copies of all notices given to the
claimant.(d)
    
    The decision of the Plan Administrator on a claim and on a request for a
review of a denied claim may be provided to the claimant in electronic form instead
of in writing at the discretion of the Plan Administrator.(e)
    
    In connection with the review of a denied claim, the claimant or the
claimants representative shall be provided, upon request and free of charge,
reasonable access to, and copies of, all documents, records, and other information
relevant to the claimants claim for benefits.(f)
    
    The time period within which a benefit determination will be made shall
begin to run at the time a claim or request for review is filed in accordance with
the claims procedures, without regard to whether all the information necessary to
make a benefit determination accompanies the filing.(g)
    
    The claims and review procedures shall be administered with appropriate
safeguards so that benefit claim determinations are made in accordance with governing
plan documents and, where appropriate, the plan provisions have been applied
consistently with respect to similarly situated claimants.(h)
    
    For the purpose of this Section, a document, record, or other information
shall be considered relevant if such document, record, or other
information: (i) was relied upon in making the benefit determination; (ii) was
submitted, considered, or generated in the course of making the benefit
determination, without regard to whether such document, record, or other information
was relied upon in making the benefit determination; (iii) demonstrates compliance
with the administration processes and safeguards designed to ensure that the benefit
claim determination was made in accordance with governing plan documents and that,
where appropriate, the Plan provisions have been applied consistently with respect
to similarly situated claimants; and (iv) constitutes a statement of policy
or guidance with respect to the Plan concerning the denied treatment option
or benefit for the claimants diagnosis, without regard to whether such
advice or statement was relied upon in making the benefit determination.
 -29-




---



##### 



(i)
    
    The Plan Administrator may, in its discretion, rely on any applicable
statute of limitation or deadline as a basis for denial of any claim.(j)
    
    The burden of proof in demonstrating any fact essential to the approval of
any claim for benefits, including eligibility for any claimed benefit and the extent
to which a claimed benefit is covered or payable in accordance with the Plan, shall
at all times be the responsibility of the claimant.
 Limitations and Exhaustion
 (a)
    
    No claim shall be considered under these administrative procedures unless
it is received by the Plan Administrator within two (2) years after the Participant
knew (or reasonably should have known) of the general nature of the dispute giving
rise to the claim. Every untimely claim shall be denied by the Plan Administrator
without regard to the merits of the claim.(b)
    
    No suit may be brought by or on behalf of any Participant or Beneficiary on
any matter pertaining to this Plan unless the action is commenced in the proper forum
before the earlier of:
 (i)
    
    three (3) years after the Participant knew (or
reasonably should have known) of the general nature of the dispute
giving rise to the action, or(ii)
    
    sixty (60) days after the Participant has
exhausted these administrative procedures.
 (c)
    
    These administrative procedures are the exclusive means for resolving any
dispute arising under this Plan insofar as the dispute pertains to any matter that
arose more than one hundred twenty (120) days before a Change of Control. As to such
matters:
 (i)
    
    no Participant or Beneficiary shall be
permitted to litigate any such matter unless a timely claim has been
filed under these administrative procedures and these administrative
procedures have been exhausted; and(ii)
    
    determinations by the Plan Administrator
(including determinations as to whether the claim was timely filed)
shall be afforded the maximum deference permitted by law.
 (d)
    
    These administrative procedures are not exclusive insofar as they pertain
to any matter that arose after the Change of Control or within the one hundred twenty
(120) days before the Change of Control. As to such matters:
 -30-




---



##### 



(i)
    
    a Participant shall not be required to exhaust
these administrative remedies;(ii)
    
    if there is litigation regarding the benefits
payable to or with respect to a Participant, notwithstanding
Section 9.1, determinations by the Plan Administrator (including
determinations regarding when any matter arose) shall not be afforded
any deference and the matter shall be heard de novo; and(iii)
    
    if a Participant successfully litigates, in
whole or in part, any claim for benefits under this Plan, the court
shall award reasonable attorneys fees and costs of the action to the
Participant.
 (e)
    
    For the purpose of applying the deadlines to file a claim or a legal
action, knowledge of all facts that a Participant knew or reasonably should have
known shall be imputed to every claimant who is or claims to be a Beneficiary of the
Participant or otherwise claims to derive an entitlement by reference to the
Participant for the purpose of applying the previously specified periods.(f)
    
    All litigation in any way related to the Plan (including but not limited to
any and all claims brought under ERISA, such as claims for benefits and claims for
breach of fiduciary duty) must be filed in the United States District Court for the
District of Minnesota.
 -31-




---



##### 



SECTION 10
 PLAN ADMINISTRATION
 The Principal Sponsor
 Officers
 Chief Executive Officer
 Conflict of Interest
 Service of Process
 -32-




---



##### 



SECTION 11
 CONSTRUCTION
 ERISA Status
 IRC Status
 (a)
    
    Income Tax. This Plan is intended to be a nonqualified deferred
compensation arrangement. The rules of section 401(a) et. seq.of the Code shall not
apply to this Plan.(b)
    
    FICA Taxation. The rules of section 3121(v) and section 3306(r)(2) of the
Code shall apply to this Plan.(c)
    
    409A. The rules of section 409A of the Code shall apply to this Plan to
the extent applicable.
 (i)
    
    Three Plan Types. It is expressly intended
that for purposes of section 409A of the Code this Plan be considered
two account balance plans and one nonaccount balance plan. One
consists of amounts deferred at the election of the service provider
(i.e., the voluntary deferrals to the Deferral Account). The second
consists of amounts deferred other than at the election of the service
provider (i.e., the Employer credits to the Deferral Account). The
third consists of amounts all amounts credited to and payable from the
DB Restoration Account.(ii)
    
    Grandfathering. The Principal Sponsor has
affirmatively determined that all amounts deferred under WealthOp and
WealthOp II that were earned and vested before January 1, 2005, shall
not be subject to section 409A of the Code (i.e., will be
grandfathered under the law as it existed before section 409A of the
Code) and this Plan Statement shall be construed and administered
accordingly.
 (d)
    
    No Guaranty. This Plan Statement shall be construed and administered on a
basis consistent with the foregoing. However, neither the Principal Sponsor,
Employer or Affiliate nor any of their officers, directors, agents or affiliates
shall be obligated, directly or indirectly, to any Participant or
any other person for any taxes, penalties, interest or like amounts that may
 -33-




---



##### 



be imposed on the Participant or other person on account of any amounts
under this Plan or on account of any failure to comply with any section of
the Code.
 Effect on Other Plans
 Disqualification
 Rules of Document Construction
 (a)
    
    Birthdays and Age. An individual shall be considered to have attained a
given age on such individuals birthday for that age (and not on the day before).
The anniversary of any event (e.g., a birthday) occurring on February 29 in a leap
year shall be considered to have occurred on February 28 in each year that is not a
leap year.(b)
    
    Plurals and Gender. Whenever appropriate, words used herein in the
singular may be read in the plural, or words used herein in the plural may be read in
the singular; the masculine may include the feminine; and the words hereof,
herein or hereunder or other similar compounds of the word here shall mean and
refer to the entire Plan Statement and not to any particular paragraph or Section of
the Plan Statement unless the context clearly indicates to the contrary.(c)
    
    Titles. The titles given to the various Sections of the Plan Statement are
inserted for convenience of reference only and are not part of the Plan Statement,
and they shall not be considered in determining the purpose, meaning or intent of any
provision hereof.(d)
    
    Nonduplication. Notwithstanding any thing apparently to the contrary
contained in the Plan Statement, the Plan Statement shall be construed and
administered to preclude the payment of the same benefits under more
 -34-




---



##### 



than one
provision of this Plan and to preclude the duplication of benefits provided under
this Plan and any other qualified or nonqualified plan maintained in whole or in part
by the Principal Sponsor.
 References to Laws
 Receipt of Documents
 Effect on Employment Status
 Choice of Law
 ERISA Administrator
 Delegation
 -35-




---



##### 



Tax Withholding
 Expenses
 Service of Process
 Spendthrift Provision
   Certifications
 Errors in Computations
 -36-




---



##### 



, 2008
    
    SUPERVALU INC.ByIts
 -37-