Exhibit
 SUPERVALU INC.
DIRECTORS DEFERRED COMPENSATION PLAN
(2009 Restatement)




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SUPERVALU INC.
DIRECTORS DEFERRED COMPENSATION PLAN
(2009 Restatement)
 TABLE OF CONTENTS
 PageSECTION 1. INTRODUCTION AND DEFINITIONS
    
    
    11.1. New Plan Established1.1.1. Antecedents1.1.2. Merger, Continuation and Restatement1.2. Unfunded Obligation1.3. Definitions1.3.1. Accounts(a) Deferred Cash Account(b) Deferred Stock Account1.3.2. Affiliate1.3.3. Annual Fees1.3.4. Beneficiary1.3.5. Board of Directors1.3.6. Change of Control1.3.7. Code1.3.8. Common Stock1.3.9. Company1.3.10. Deferred Stock Retainer1.3.11. Director Affairs Committee1.3.12. Enrollment Window1.3.13. Fair Market Value1.3.14. Interest Crediting Rate1.3.15. Participant1.3.16. Plan1.3.17. Plan Administrator1.3.18. Plan Statement1.3.19. Separation from Service1.4. Prior RulesSECTION 2. PARTICIPATION
    
    
    7SECTION 3. PARTICIPANT ELECTIONS
    
    
    83.1. Class Year Elections
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Page3.1.1. Class Year Deferral Elections3.1.2. Class Year Payment Elections3.1.3. General Conditions3.2. Election Upon Initial Participation3.3. Subsequent Changes in Payment ElectionsSECTION 4. ACCOUNTS
    
    
    104.1. Crediting to Accounts4.1.1. Deferred Cash Account4.1.2. Deferred Stock Accounts4.2. Other Adjustments4.2.1. Taxes4.2.2. Payments4.3. Multiple Sub-Accounts4.4. Maximum Number of Shares4.4.1. Limitation4.4.2. RecapitalizationSECTION 5. VESTING
    
    
    135.1. Vesting5.2. Forfeiture for Early TerminationSECTION 6. PAYMENTS
    
    
    146.1. Separation from Service Payments6.1.1. Form of Payment6.1.2. Time of Payment6.1.3. Default6.2. Payment Upon Death6.2.1. Continued Installments6.2.2. Lump Sum6.2.3. Pending at Death6.3. Installment Amounts6.4. Generally Applicable Rules6.4.1. Processing6.4.2. Code §162(m) Delay6.4.3. Six-Month Delay6.4.4. No Spousal Rights6.4.5. Facility of Payment6.4.6. Payments in Cash and in Common Stock6.4.7. No Other Payment Events6.5. Designation of Beneficiaries6.5.1. Right to Designate
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Page6.5.2. Failure of Designation6.5.3. Disclaimers by Beneficiaries6.5.4. Definitions6.5.5. Special RulesSECTION 7. FUNDING OF PLAN
    
    
    217.1. Hedging Investments7.2. Corporate ObligationSECTION 8. AMENDMENT AND TERMINATION
    
    
    228.1. Amendment and Termination8.1.1. Before a Change of Control8.1.2. After a Change of Control8.2. No Oral Amendments8.3. Plan Binding on SuccessorsSECTION 9. DETERMINATIONS  RULES AND REGULATIONS
    
    
    249.1. 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 Rules9.5.3. Limitations and ExhaustionSECTION 10. PLAN ADMINISTRATION
    
    
    3010.1. The Company10.1.1. Officers10.1.2. Chief Executive Officer10.1.3. Board of Directors10.2. Conflict of InterestSECTION 11. CONSTRUCTION
    
    
    3111.1. ERISA Status11.2. IRC Status
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Page11.3. Effect on Other Plans11.4. Disqualification11.5. Rules of Document Construction11.6. References to Laws11.7. Receipt of Documents11.8. Effect on Director Status11.9. Choice of Law11.10. Delegation11.11. Tax Withholding11.12. Expenses11.13. Service of Process11.14. Spendthrift Provision11.15. Certifications11.16. Errors in ComputationsAPPENDIX A  THE DEFERRED CASH PLAN
    
    
    A-1APPENDIX B  THE DEFERRED STOCK PLAN
    
    
    B-1
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SUPERVALU INC.
DIRECTORS DEFERRED COMPENSATION PLAN
(2009 Restatement)
 SECTION 1
 INTRODUCTION AND DEFINITIONS
 New Plan Established
 Antecedents
 Merger, Continuation and Restatement
 (a)
    
    Grandfathered Amounts. All amounts that were deferred under Deferred Cash
Plan and the Deferred Stock Plan with respect to periods before January 1, 2005, that
have not been previously paid shall be held




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and paid in accordance with the terms of
the Appendix A and Appendix B to this Plan Statement (and not pursuant to Sections 2
through 7 of this Plan Statement). It is the Companys express intention that, all
such amounts deferred and held under the Appendix A and Appendix B are
grandfathered and, therefore, not subject to the requirements of section 409A of
the Code.(b)
    
    Non Grandfathered Amounts. All amounts that were deferred under Deferred
Cash Plan and the Deferred Stock Plan with respect to periods after December 31,
2004, that have not been previously paid shall be held and paid in accordance with
the terms of this Plan (excluding the Appendix A and Appendix B to this Plan
Statement) and in conformity with section 409A of the Code.
 Unfunded Obligation
 Definitions
 Accounts
 (a)
    
    Deferred Cash Account the Account maintained for each Participant (in
U.S. dollars) to which are credited the deferrals, if any, made at the election of
each Participant pursuant to Section 3.1.1 or pursuant to comparable provisions of
prior plan documents and designated for notional investment in interest bearing
investments, together with increase thereon.(b)
    
    Deferred Stock Account the Account maintained for each Participant (in shares or share equivalents) to which are credited
 (i)
    
    the deferrals, if any, made at the election of
each Participant pursuant to Section 3.1.1 or pursuant to comparable
provisions of
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prior plan documents and designated for notional
investment in Common Stock, together with increase or decrease thereon,
and(ii)
    
    the Deferred Stock Retainer awards made by the
Company pursuant to Section 4.1.2(b) or pursuant to comparable
provisions of prior plan documents and designated for notional
investment in Common Stock, together with increase or decrease thereon.
 Affiliate
 Annual Fees
 Beneficiary
 Board of Directors
 Change of Control
 (a)
    
    the acquisition by any individual, entity or group (within the meaning of
section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
Exchange Act)) (a Person) of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then
outstanding shares of common stock of the Company (the Outstanding Company Common
Stock) or (ii) the combined voting power of the then outstanding voting securities
of the Company entitled to vote generally in the election of directors (the
Outstanding Company Voting Securities); provided, however, that for
purposes of this subsection (a), the following acquisition shall not
constitute a Change of Control; (i) any acquisition directly from the
Company (ii) any acquisition by the Company, (iii) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company or (iv) any
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acquisition
by any corporation pursuant to a transaction which complies with clauses
(i), (ii) and (iii) of subsection (c) hereof, or(b)
    
    individuals who, as of the date hereof, constitute the Board of Directors
(the Incumbent Board) cease for any reason to constitute at least a majority of the
Board of Directors; provided, however, than any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by the
Companys shareholders, was approved by a vote of at least a majority of the
directors then constituting the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this purpose, any
such individual whose initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of directors or
other actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board of Directors; or(c)
    
    approval by the shareholders of the Company of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the assets
of the Company (a Business Combination), in each case, unless, following such
Business Combination, (i) all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the Outstanding Company Common Stock
and Outstanding Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 60% of, respectively,
the then outstanding shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Companys assets
either directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business Combination of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as the
case may be, (ii) no Person (excluding any employee benefit plan (or related trust)
of the Company or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from such Business
Combination or the
combined voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to the
Business Combination and (iii) at least a majority of the members of the
board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the
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execution
of the initial agreement, or of the action of the Board of Directors,
providing for such Business combination; or(d)
    
    approval by the stockholders of the Company of a complete liquidation or
dissolution of the Company.
 Code
 Common Stock
 Company
 Deferred Stock Retainer
 Director Affairs Committee
 Enrollment Window
 Fair Market Value
 Interest Crediting Rate
 Participant
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Plan
 Plan Administrator
 Plan Statement
 Separation from Service
 Prior Rules
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SECTION 2
 PARTICIPATION
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SECTION 3
 PARTICIPANT ELECTIONS
 Class Year Elections
 Class Year Deferral Elections
 (a)
    
    Amount. The Participant may elect to defer the receipt of all or a portion
of the Participants Annual Fees attributable to services performed during that
calendar year. All amounts deferred shall be credited as provided in Section 4.1.(b)
    
    Notional Investment. The class year deferral election shall irrevocably
designate the portion to be credited to the Deferred Cash Account and the portion to
be credited to the Deferred Stock Account.(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 Annual Fees, the Participant shall be deemed to have elected not to
defer any portion of the Annual Fees.
 Class Year Payment Elections
 General Conditions
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Election Upon Initial Participation
 (a)
    
    This initial election must be received before the date that an individual
first becomes a Participant.(b)
    
    This initial election shall be effective for the remainder of the calendar
year that includes the date the election is made.(c)
    
    The initial election shall be irrevocable as of the earlier of (i) the date
it is accepted by the Plan Administrator, or (ii) the last day before the date the
individual becomes a Participant.
 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 (e.g., from a lump sum to
installments or from a series of installments to a longer or a shorter series of
installments), any payment that is made or commenced on account of a Separation from
Service or 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 or commenced.(c)
    
    If the Participant changes a specified date of payment, 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.
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SECTION 4
 ACCOUNTS
 Crediting to Accounts
 4.1.1.
    
    Deferred Cash Account.(a)
    
    Voluntary Deferrals. The Plan Administrator shall credit to the Deferred
Cash Account of each Participant, the dollars, if any, of Annual Fees the Participant
elected to defer into the Deferred Cash Account pursuant to Section 3.1.1. Such
amount shall be credited as nearly as practicable as of the time or times when the
Annual Fees would have been paid to the Participant but for the election to defer.(b)
    
    Interest Credit. In addition, the Deferred Cash Account shall be credited
with interest in accordance with rules established by the Plan Administrator at the
Interest Crediting Rate for that calendar year.4.1.2.
    
    Deferred Stock Accounts.(a)
    
    Voluntary Deferrals. The Plan Administrator shall credit to the Deferred
Stock Account of each Participant who is a director of the Company, as a number of shares, the number that is equal to
 (i)
    
    one hundred ten percent (110%), multiplied by(ii)
    
    the dollars, if any, of Annual Fees the
Participant elected to defer into the Deferred Stock Account pursuant
to Section 3.1.1, divided by(iii)
    
    the Fair Market Value.
 Such number of shares shall be determined and shall be credited as of the
time or times when the Annual Fees would have been paid to the Participant
but for the election to defer.(b)
    
    Deferred Stock Retainer. Once each calendar year, as of July 1 in that
year, the Plan Administrator shall credit a Deferred Stock Retainer to the Deferred
Stock Account of each Participant who is then a director of the Company, as a number
of shares, the number that is equal to
 (i)
    
    Such dollar amount as the Board of Directors
may from time to time fix for this purpose, divided by
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(ii)
    
    Fair Market Value.
 (c)
    
    Dividend Equivalents. In addition, as of the date that any dividends are
paid on Common Stock, there shall be credited to the Deferred Stock Account, as a
number of shares, the number that is equal to (i) the number of shares held in that
Deferred Stock Account on the dividend record date, multiplied by (ii) the dividend
per share that is paid, divided by (iii) Fair Market Value.(d)
    
    Source of Shares. The shares to be credited may be authorized but unissued
 shares, treasury shares or shares acquired in the open market.
 Other Adjustments
 Taxes
 Payments
 Multiple Sub-Accounts
 Maximum Number of Shares
 Limitation
 Recapitalization
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SECTION 5
 VESTING
 Vesting
 Forfeiture for Early Termination th
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SECTION 6
 PAYMENTS
 Separation from Service Payments
 Form of Payment
 (a)
    
    Lump Sum. Payment may be made in a single lump sum.(b)
    
    Installments. Payment may be made in fifteen (15) or fewer annual
installments.
 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 January 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 January in the calendar year following
the calendar year in which the Participants Separation from Service occurs.
 Default
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Payment Upon Death
 Continued Installments
 Lump Sum
 Pending at Death
 (a)
    
    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).(b)
    
    Beneficiarys Death. If a Beneficiary who is entitled to one or more
payments dies before receiving all payments, the remaining 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
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Six-Month Delay
 (a)
    
    Specified Employee. This Section 6.4.3 shall only apply to a Participant
who is who is a specified employee (as that term is defined in section 409A of the
Code) if the stock of any of the Company 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 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
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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 and in Common Stock
 No Other Payment Events
 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,
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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
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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 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 automatic Beneficiaries specified in Section 6.5.2 and the
Beneficiaries designated by the Participant shall become fixed at 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.
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(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.(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.
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SECTION 7
 FUNDING OF PLAN
 Hedging Investments
 Corporate Obligation
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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
Director Affairs Committee 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
Director Affairs Committee may unilaterally amend the
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Plan 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.
 No Oral Amendments
 Plan Binding on Successors
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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 Director Affairs Committee
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 Director Affairs Committee determines that
special circumstances require an extension of time for determination of the claim,
provided that the Director Affairs Committee 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.
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Notice of Initial Adverse Determination
 (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.
 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 Director Affairs Committee determines that special
circumstances require an extension of time for determination of the claim, provided
that the Director Affairs Committee 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 Director Affairs Committees review of a denied claim shall take into
account all comments, documents, records, and other information
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submitted by the
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; and(d)
    
    a statement describing any voluntary appeal procedures offered by the Plan
and the claimants right to obtain information about such procedures.
 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 Director Affairs Committee 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 Director Affairs Committee upon request.(b)
    
    All decisions on claims and on requests for a review of denied claims shall
be made by the Director Affairs Committee unless delegated in which case references
in this Section 9 to the Director Affairs Committee shall be treated as references to
the Director Affairs Committees delegate. Such
delegation may be implied or inferred. If the Director Affairs Committee
does delegate the decision, all references to the Director Affairs Committee
in Section 9 shall be treated as references to the Director Affairs
Committees delegate.(c)
    
    Claimants may be represented by a lawyer or other representative at their
own expense, but the Director Affairs Committee reserves the right to require the
claimant to furnish written authorization and establish
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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 Director Affairs Committee 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 Director Affairs Committee.(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.(i)
    
    The Director Affairs Committee may, in its discretion, rely on any
applicable statute of limitation or deadline as a basis for denial of any claim.
 -27-




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Limitations and Exhaustion
 (a)
    
    No claim shall be considered under these administrative procedures unless
it is filed with the Director Affairs Committee 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
Director Affairs Committee 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 Director Affairs
Committee (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:
 (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 Director Affairs Committee
(including
 -28-




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##### 



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) must be filed in a court of competent jurisdiction within the
State of Minnesota.
 -29-




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SECTION 10
 PLAN ADMINISTRATION
 The Company
 Officers
 Chief Executive Officer
 Board of Directors
 Conflict of Interest
 -30-




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##### 



SECTION 11
 CONSTRUCTION
 ERISA Status
 IRC Status et. seq.
 Effect on Other Plans
 Disqualification
 -31-




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##### 



11.5.
    
    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 prevent the duplication of benefits provided under this Plan and any
other qualified or nonqualified plan maintained in whole or in part by the Company.
 References to Laws
 Receipt of Documents
 -32-




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##### 



Effect on Director Status
 Choice of Law
 Delegation
 Tax Withholding
 Expenses
 Service of Process
 Spendthrift Provision
  -33-




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##### 



Certifications
 Errors in Computations
 , 2008
    
    SUPERVALU INC.ByIts
 -34-




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##### 



APPENDIX A
THE DEFERRED CASH PLAN
SUPERVALU INC
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
EFFECTIVE 6/27/96, AS AMENDED
 1.
    
    A director who is not an employee of the Company or of a subsidiary of the Company may elect
to defer receipt of the payment of his cash fees and other cash compensation as a director
until such time as he has ceased to be a director, as hereinafter provided.
 2.
    
    Any election hereunder to defer fees shall apply to all or any part of the cash fees and
other cash compensation earned by the director as a director of the Company (quarterly
retainer fees as well as fees for attending Board meetings and committee meetings, but not
stock option grants or amounts paid pursuant to Non-Employee Directors Deferred Stock Plan)
until termination of such election.
 3.
    
    Such election shall be made by the director filing a written statement with the Secretary of
the Company electing to defer directors fees pursuant to this plan and shall be effective
with respect to any fees and other compensation thereafter payable to the electing director
for which no services have yet been rendered by said electing director.
 4.
    
    A directors election to defer directors fees hereunder shall continue thereafter unless and
until the director terminates the deferral by giving notice to the Secretary in writing. In
the event of such termination of a deferral, the amount previously deferred shall not be paid
until such director ceases to be a director.
 5.
    
    All fees to deferred will be credited to a special bookkeeping account for the director at
such times as the fees would have been payable had the director not elected to defer payment
thereof.
 6.
    
    The Company will not set aside any money in trust or otherwise fund the payment of any
amounts credited to the directors deferred fee account, but shall make payment to the
director when due out of general corporate funds. The director shall have the status solely
of an unsecured general creditor of the Company with respect to the amounts credited to the
directors deferred fee account.
 7.
    
    Interest shall be accrued on all deferred fees from and after the date when credited to the
directors deferred fee account until paid as hereinafter provided. For all amounts credited
to a directors deferred fee account prior to July 1, 1996, interest shall be accrued at the
rate of 11% per annum; for all amounts credited to a directors deferred fee account
 A-1




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##### 



on or after July 1, 1996, interest shall be accrued at the prime interest rate as published
in the Wall Street Journal on the first business day of January each year for the ensuing
year. Such interest shall be credited to the directors deferred fee account as of the last
day of each month and shall be compounded annually.
 8.
    
    The balance in the directors deferred fee account (including interest thereon) accrued prior
to July 1, 1996, shall be paid in ten equal annual installments, each installment being paid
on or before January 10 of each year beginning with the calendar year immediately following
the year in which the director ceases to be a director. The balance in the directors
deferred fee account (including interest thereon) accrued on and after July 1, 1996, shall be
paid in a lump sum or in equal annual installments, as the director shall elect at the time
the director makes the deferral election under paragraph 1 hereof. Notwithstanding the
foregoing, the Company, acting by resolution of the Board exclusive of any director covered by
this plan, in its sole discretion may determine to make payment of the balance in the
directors deferred fee account (including accrued interest thereon) in one payment or in
installments. Furthermore, the director may change the deferred payment election for cash
fees and other cash compensation that has previously been deferred into the directors
deferred fee account by delivering a subsequent deferral payment election in writing to the
Secretary that will take effect at the beginning of the second complete calendar year after
the date of the revised deferral payment election. Interest at the rates provided in Section
7 shall be earned on unpaid installments.The foregoing not to the contrary, after a director ceases to be a director, such person, or
in the event of such persons death, his or her surviving spouse or beneficiary, may, at any
time, request an immediate lump sum payment of all or part of the present value of his or
her deferred fee account that is not yet due and payable, subject to forfeiture of ten
percent (10%) of such amount.
 9.
    
    Upon the death of a director or a former director, any amounts of deferred directors fees
and interest accrued shall be aid in full on or before January 10 of the calendar year
following the year in which the director dies, to the legal representative of the directors
estate or to such person(s) as the director shall have instructed the Company by written
instrument filed with the Secretary of the Company and signed by the director.
 10.
    
    Upon a Change of Control of the Company (as hereinafter defined) the entire balance of the
directors deferred fee account shall be paid in full to the director.
    A-2




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##### 



A-3




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##### 



A-4




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##### 



APPENDIX B
THE DEFERRED STOCK PLAN
 SUPERVALU INC.
 NON-EMPLOYEE DIRECTORS DEFERRED STOCK PLAN
 Purpose
 Eligibility
 Formula Share Award
 Election to Defer Cash Compensation
 B-1




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##### 



Manner of Making Deferral Election
 Credits to Deferred Stock Account for Elective Deferrals
 Fair Market Value
 Dividend Credit
 Maximum Number of Shares to be Credited Under the Plan
 Adjustments for Certain Changes in Capitalization
 B-2




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##### 



Deferral Payment Election
 Payment of Deferred Stock Accounts in a Lump Sum
 Payment of Deferred Stock Accounts in Installments
 B-3




---



##### 



Death of Participant
 Nonassignability
 Participants Are General Creditors of the Company
 Administration
 B-4




---



##### 



Amendment and Termination
 Change of Control
    B-5




---



##### 



Effective Date
  B-6