EX-10.2






Exhibit 10.2




SUPERVALU INC.

DIRECTORS’ DEFERRED COMPENSATION PLAN

(2009 Restatement)




Adopted December 3, 2008

But Effective January 1, 2009




 









 





SUPERVALU INC.

DIRECTORS’ DEFERRED COMPENSATION PLAN

(2009 Restatement)




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	SECTION 1. INTRODUCTION AND DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	1.1. New Plan Established
	 	 	 	 
	1.1.1. Antecedents
	 	 	 	 
	1.1.2. Merger, Continuation and Restatement
	 	 	 	 
	1.2. Unfunded Obligation
	 	 	 	 
	1.3. Definitions
	 	 	 	 
	1.3.1. Accounts
	 	 	 	 
	(a) Deferred Cash Account
	 	 	 	 
	(b) Deferred Stock Account
	 	 	 	 
	1.3.2. Affiliate
	 	 	 	 
	1.3.3. Annual Fees
	 	 	 	 
	1.3.4. Beneficiary
	 	 	 	 
	1.3.5. Board of Directors
	 	 	 	 
	1.3.6. Change of Control
	 	 	 	 
	1.3.7. Code
	 	 	 	 
	1.3.8. Common Stock
	 	 	 	 
	1.3.9. Company
	 	 	 	 
	1.3.10. Deferred Stock Retainer
	 	 	 	 
	1.3.11. Director Affairs Committee
	 	 	 	 
	1.3.12. Enrollment Window
	 	 	 	 
	1.3.13. Fair Market Value
	 	 	 	 
	1.3.14. Interest Crediting Rate
	 	 	 	 
	1.3.15. Participant
	 	 	 	 
	1.3.16. Plan
	 	 	 	 
	1.3.17. Plan Administrator
	 	 	 	 
	1.3.18. Plan Statement
	 	 	 	 
	1.3.19. Separation from Service
	 	 	 	 
	1.4. Prior Rules
	 	 	 	 
	 
	 	 	 	 
	SECTION 2. PARTICIPATION
	 	 	7	 
	 
	 	 	 	 
	SECTION 3. PARTICIPANT ELECTIONS
	 	 	8	 
	 
	 	 	 	 
	3.1. Class Year Elections
	 	 	 	 






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	 	 	Page	 
	3.1.1. Class Year Deferral Elections
	 	 	 	 
	3.1.2. Class Year Payment Elections
	 	 	 	 
	3.1.3. General Conditions
	 	 	 	 
	3.2. Election Upon Initial Participation
	 	 	 	 
	3.3. Subsequent Changes in Payment Elections
	 	 	 	 
	 
	 	 	 	 
	SECTION 4. ACCOUNTS
	 	 	10	 
	 
	 	 	 	 
	4.1. Crediting to Accounts
	 	 	 	 
	4.1.1. Deferred Cash Account
	 	 	 	 
	4.1.2. Deferred Stock Accounts
	 	 	 	 
	4.2. Other Adjustments
	 	 	 	 
	4.2.1. Taxes
	 	 	 	 
	4.2.2. Payments
	 	 	 	 
	4.3. Multiple Sub-Accounts
	 	 	 	 
	4.4. Maximum Number of Shares
	 	 	 	 
	4.4.1. Limitation
	 	 	 	 
	4.4.2. Recapitalization
	 	 	 	 
	 
	 	 	 	 
	SECTION 5. VESTING
	 	 	13	 
	 
	 	 	 	 
	5.1. Vesting
	 	 	 	 
	5.2. Forfeiture for Early Termination
	 	 	 	 
	 
	 	 	 	 
	SECTION 6. PAYMENTS
	 	 	14	 
	 
	 	 	 	 
	6.1. Separation from Service Payments
	 	 	 	 
	6.1.1. Form of Payment
	 	 	 	 
	6.1.2. Time of Payment
	 	 	 	 
	6.1.3. Default
	 	 	 	 
	6.2. Payment Upon Death
	 	 	 	 
	6.2.1. Continued Installments
	 	 	 	 
	6.2.2. Lump Sum
	 	 	 	 
	6.2.3. Pending at Death
	 	 	 	 
	6.3. Installment Amounts
	 	 	 	 
	6.4. Generally Applicable Rules
	 	 	 	 
	6.4.1. Processing
	 	 	 	 
	6.4.2. Code §162(m) Delay
	 	 	 	 
	6.4.3. Six-Month Delay
	 	 	 	 
	6.4.4. No Spousal Rights
	 	 	 	 
	6.4.5. Facility of Payment
	 	 	 	 
	6.4.6. Payments in Cash and in Common Stock
	 	 	 	 
	6.4.7. No Other Payment Events
	 	 	 	 
	6.5. Designation of Beneficiaries
	 	 	 	 
	6.5.1. Right to Designate
	 	 	 	 






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	 	 	Page	 
	6.5.2. Failure of Designation
	 	 	 	 
	6.5.3. Disclaimers by Beneficiaries
	 	 	 	 
	6.5.4. Definitions
	 	 	 	 
	6.5.5. Special Rules
	 	 	 	 
	 
	 	 	 	 
	SECTION 7. FUNDING OF PLAN
	 	 	21	 
	 
	 	 	 	 
	7.1. Hedging Investments
	 	 	 	 
	7.2. Corporate Obligation
	 	 	 	 
	 
	 	 	 	 
	SECTION 8. AMENDMENT AND TERMINATION
	 	 	22	 
	 
	 	 	 	 
	8.1. Amendment and Termination
	 	 	 	 
	8.1.1. Before a Change of Control
	 	 	 	 
	8.1.2. After a Change of Control
	 	 	 	 
	8.2. No Oral Amendments
	 	 	 	 
	8.3. Plan Binding on Successors
	 	 	 	 
	 
	 	 	 	 
	SECTION 9. DETERMINATIONS — RULES AND REGULATIONS
	 	 	24	 
	 
	 	 	 	 
	9.1. Determinations
	 	 	 	 
	9.2. Rules and Regulations
	 	 	 	 
	9.3. Method of Executing Instruments
	 	 	 	 
	9.4. Claims Procedure
	 	 	 	 
	9.4.1. Initial Claim
	 	 	 	 
	9.4.2. Notice of Initial Adverse Determinations
	 	 	 	 
	9.4.3. Request for Review
	 	 	 	 
	9.4.4. Claim on Review
	 	 	 	 
	9.4.5. Notice of Adverse Determination for Claim on Review
	 	 	 	 
	9.5. Rules and Regulations
	 	 	 	 
	9.5.1. Adoption of Rules
	 	 	 	 
	9.5.2. Special Rules
	 	 	 	 
	9.5.3. Limitations and Exhaustion
	 	 	 	 
	 
	 	 	 	 
	SECTION 10. PLAN ADMINISTRATION
	 	 	30	 
	 
	 	 	 	 
	10.1. The Company
	 	 	 	 
	10.1.1. Officers
	 	 	 	 
	10.1.2. Chief Executive Officer
	 	 	 	 
	10.1.3. Board of Directors
	 	 	 	 
	10.2. Conflict of Interest
	 	 	 	 
	 
	 	 	 	 
	SECTION 11. CONSTRUCTION
	 	 	31	 
	 
	 	 	 	 
	11.1. ERISA Status
	 	 	 	 
	11.2. IRC Status
	 	 	 	 






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	 	 	Page	 
	11.3. Effect on Other Plans
	 	 	 	 
	11.4. Disqualification
	 	 	 	 
	11.5. Rules of Document Construction
	 	 	 	 
	11.6. References to Laws
	 	 	 	 
	11.7. Receipt of Documents
	 	 	 	 
	11.8. Effect on Director Status
	 	 	 	 
	11.9. Choice of Law
	 	 	 	 
	11.10. Delegation
	 	 	 	 
	11.11. Tax Withholding
	 	 	 	 
	11.12. Expenses
	 	 	 	 
	11.13. Service of Process
	 	 	 	 
	11.14. Spendthrift Provision
	 	 	 	 
	11.15. Certifications
	 	 	 	 
	11.16. Errors in Computations
	 	 	 	 
	 
	 	 	 	 
	APPENDIX A — THE “DEFERRED CASH PLAN”
	 	 	A-1	 
	 
	 	 	 	 
	APPENDIX B — THE “DEFERRED STOCK PLAN”
	 	 	B-1	 






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SUPERVALU INC.

DIRECTORS’ DEFERRED COMPENSATION PLAN

(2009 Restatement)




SECTION 1




INTRODUCTION AND DEFINITIONS




1.1. New Plan Established.




     1.1.1. Antecedents. Effective June 27, 1996, the Company created the “SUPERVALU INC. DEFERRED
COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS” (the “Deferred Cash Plan”) as a nonqualified,
unfunded, elective deferred compensation plan for the purpose of allowing eligible non employee
directors of the Company to defer the receipt of a portion of the remuneration which would
otherwise have been paid to them into unfunded, interest bearing, accounts for payment to them in
cash after they ceased performing services as a director. The Company also heretofore created the
“SUPERVALU INC. NON-EMPLOYEE DIRECTORS DEFERRED STOCK PLAN” (the “Deferred Stock Plan”) as a
nonqualified, unfunded, deferred compensation plan for the purposes of (i) allowing the Company to
make conditional awards of notional Common Stock to eligible non employee directors of the Company
for payment to them in cash or in kind after they ceased to perform services as directors, and
(ii) allowing eligible non employee directors of the Company to elect to defer the receipt of a
portion of the remuneration which would otherwise have been paid to them into notional Common Stock
for payment to them in cash or in kind after they ceased performing services as a director. Each
has been amended from time to time in various respects



     1.1.2. Merger, Continuation and Restatement. Effective as of December 31, 2008, the Deferred
Cash Plan is merged with and into the Deferred Stock Plan. Effective as of January 1, 2009, the
resulting Plan is amended and restated in this document. This Plan is continued for the purpose of
(i) allowing eligible non-employee directors of the Company to elect to defer the receipt of a
portion of the remuneration which would otherwise have been paid to them for their services as
directors into unfunded, interest bearing, notional accounts for payment to them in cash after they
cease performing services as a director, and (ii) allowing eligible non-employee directors of the
Company to elect to defer the receipt of a portion of the remuneration which would otherwise have
been paid to them for their services as directors into unfunded, notional Common Stock for payment
to them in Common Stock after they cease performing services as a director, and (iii) allowing the
Company to make conditional awards of unfunded, notional Common Stock to eligible non-employee
directors of the Company as compensation for their services as directors for payment to them in
Common Stock after they cease performing services as directors.




	 	(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




 









 






	 	 	 	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.




1.2. Unfunded Obligation. The obligation of the Company to make payments under this Plan
constitutes only the unsecured (but legally enforceable) promise of the Company to make such
payments. No Participant shall have any lien, prior claim or other security interest in any
property of the Company. The Company shall have no obligation to establish or maintain any fund,
trust or account (other than a bookkeeping account or reserve) for the purpose of funding or paying
the benefits promised under this Plan. If such a fund, trust or account is established, the
property therein shall remain the sole and exclusive property of the Company. The Company shall be
obligated to pay the benefits of this Plan out of its general assets.



1.3. Definitions. When the following terms are used herein with initial capital letters, they
shall have the following meanings:




     1.3.1. Accounts — the separate bookkeeping accounts representing the separate unfunded and
unsecured general obligation of the Company established with respect to each Participant and to
which is credited the amounts specified in Section 4, which shall vest or be forfeited as provided
in Section 5 and from which payments will be made pursuant to Section 6. The following Accounts
will be maintained under this Plan for Participants.




	 	(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.





     1.3.2. Affiliate — a business entity which is affiliated in ownership with the Company that
treated as a single employer under the rules of section 414(b) and (c) of the Code (applying an
eighty percent common ownership standard).



     1.3.3. Annual Fees — the annual cash retainer, meeting fees and all other cash compensation
and remuneration (by whatever name called) payable to a Participant for his or her services as a
member of the Board of Directors (excluding, however, stock option grants or amounts paid from this
Plan or predecessors of this Plan). For the purposes of this Plan, Annual Fees shall be attributed
to the period in which they are earned (that is, the period in which the services are performed
that result in the Annual Fees) and not to the period in which they are paid.



     1.3.4. Beneficiary — a person designated by a Participant (or automatically by operation of
the Plan Statement) to receive all or a part of the Participant’s Accounts in the event of the
Participant’s death prior to full payment thereof. A person so designated is not a Beneficiary
until the death of the Participant.



     1.3.5. Board of Directors — the board of directors of the Company.



     1.3.6. Change of Control — any of the following events:




	 	(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.





     1.3.7. Code — the Internal Revenue Code of 1986, as amended (including, when the context
requires, all regulations, interpretations and rulings issued thereunder).



     1.3.8. Common Stock — the Company’s common stock, par value $1.00 per share.



     1.3.9. Company — SUPERVALU INC., a Delaware corporation, or any successor thereto.



     1.3.10. Deferred Stock Retainer — the annual award of compensatory shares granted to members
of the Board of Directors and automatically deferred into this Plan (or comparable prior plans) as
provided in Section 4.1.2(b).



     1.3.11. Director Affairs Committee — the Director Affairs Committee of the Board of Directors
including any successor to such Director Affairs Committee by whatever name known.



     1.3.12. Enrollment Window — a period designated from time to time by the Plan Administrator
during which class year deferral elections and class year payment elections can be received with
respect to services performed in the subsequent calendar year.



     1.3.13. Fair Market Value — the closing sale price per share of Common Stock as reported on
the consolidated tape of the New York Stock Exchange on the relevant date or, if the New York Stock
Exchange is closed on such day, then the day closest to such date on which it was open.



     1.3.14. Interest Crediting Rate — a rate, determined once for each calendar year, equal to the
twelve-month rolling average of Moody’s Corporate Average Bond Index for the twelve-month period
ending in the month of October preceding the first day of the calendar year as determined by the
Plan Administrator. Notwithstanding the foregoing, through December 31, 2008, the Interest
Crediting Rate and the rules for crediting interest on amounts deferred under the Deferred
Cash Plan during the years 2005, 2006, 2007 and 2008 and transferred to this Plan pursuant to
Section 1.1.2(b) shall be the rate in effect under the rules and procedures of the Deferred Cash
Plan.



     1.3.15. Participant — a non-employee director who becomes a Participant in this Plan in
accordance with the provisions of Section 2. An individual who has become a Participant shall be
considered to continue as a Participant in this Plan until the earlier of (i) the date the
Participant no longer has any Account (that is, the Participant has received a payment of



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all of
the Participant’s Accounts and/or all Accounts have been forfeited as hereinafter provided), or
(ii) the date of the Participant’s death.



     1.3.16. Plan — the nonqualified, deferred compensation program maintained by Company
established for the benefit of Participants eligible to participate therein, as set forth in the
Plan Statement. (As used herein, “Plan” does not refer to the document pursuant to which this Plan
is maintained. That document is referred to herein as the “Plan Statement”). The Plan shall be
referred to as the “SUPERVALU INC. DEFERRED COMPENSATION PLAN FOR DIRECTORS.”



     1.3.17. Plan Administrator — the Company or, when affirmatively designated by the Director
Affairs Committee, some other person or committee.



     1.3.18. Plan Statement — this document entitled “SUPERVALU INC. DEFERRED COMPENSATION PLAN FOR
DIRECTORS (2009 Restatement)” as adopted by the Board of Directors of the Company effective as of
January 1, 2009, as the same may be amended from time to time thereafter.



     1.3.19. Separation from Service — a complete severance of a Participant’s relationship as a
director of the Company and all Affiliates, if any, and as an independent contractor of the Company
and all Affiliates, if any, for any reason other than death. A Participant may have a Separation
from Service upon resignation as a director even if the Participant then becomes an employee.
Separation from Service shall be construed to have a meaning consistent with the term “separation
from service” as used and defined in section 409A of the Code.


1.4. Prior Rules. Although this Plan Statement governs amounts deferred after 2004, it is
recognized that this Plan Statement is being adopted in late 2008 and effective as of January 1,
2009, and that much relevant guidance under section 409A of the Code was not published until April
2007. It is therefore acknowledged and recognized that as a matter of practical necessity, many of
the good faith and reasonable rules and practices that were effectively in place after 2004 and
before this Plan Statement is adopted are not precisely those reflected in this Plan Statement but
were a good faith interpretations of section 409A of the Code and the limited guidance published
under section 409A of the Code. It
is not the intent of the Company in adopting this Plan Statement that those rules and practices be
questioned or that the Plan Administrator be obligated to retroactively conform them to this Plan
Statement absent some conclusion that doing so is required as a matter of compliance with
section 409A of the Code or other law. The rules in this Plan Statement are intended to be
effective only as of January 1, 2009.





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SECTION 2




PARTICIPATION



An individual shall become a Participant in this Plan on the first day on which the individual is a
member of the Board of Directors and is not at the same time an employee of the Company or any
Affiliate. However, if the individual has previously been a participant in any other nonqualified
deferred compensation plan sponsored by the Company or any Affiliate for the benefit of members of
the Board of Directors, the individual shall become a Participant in this Plan on next succeeding
January 1 on which the individual is a member of the Board of Directors and is not at the same time
an employee of the Company or any Affiliate.





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SECTION 3




PARTICIPANT ELECTIONS



3.1. Class Year Elections. Subject to the provisions for subsequent changes in class year payment
elections, a Participant shall make a class year deferral election or a class year payment election
or both with respect to each calendar year as follows.




     3.1.1. Class Year Deferral Elections. Each person who is or may become a Participant for a
calendar year may make a class year deferral election during the Enrollment Window preceding that
calendar year.




	 	(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.





     3.1.2. Class Year Payment Elections. Each person who is or may become a Participant for a
calendar year may make a class year payment election during the Enrollment Window for that calendar
year to be effective with respect to amounts attributable to that calendar year. Each class year
payment election shall designate the time and a form for the payment on a basis that is consistent
with Section 6.1.



     3.1.3. General Conditions. A class year deferral election and a class year payment election
shall be effective only if actually received by the Plan Administrator during the Enrollment
Window and may be modified at any time and any number of times during the Enrollment Window.
Except as expressly provided below, the last such class year deferral election and class year
payment election actually received during the Enrollment Window shall be irrevocable as of the end
of the Enrollment Window. The class year deferral election and class year payment election shall
contain such information as the Plan Administrator may require. The class year deferral election
and class year payment
election, if any, shall be made in writing upon forms furnished by the Plan Administrator and
shall conform to such other procedural and substantive rules consistent with the foregoing as the
Plan Administrator shall establish. Class year deferral elections and class year payment elections
may be made electronically if and to the extent the Plan Administrator determines from time to
time.



-8-









 




3.2. Election Upon Initial Participation. Notwithstanding the foregoing, in accordance with rules
that are both consistent with the principles in Section 3.1 and the requirements of section 409A of
the Code, the Plan Administrator may permit persons who are about to become Participants for the
first time (and have never before been a participant in this Plan or any similar plan for
directors) to make a class year deferral election and class year payment election, or both, at
times other than during an Enrollment Window. The Plan Administrator’s rules shall require at
least the following.





	 	(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.




3.3. Subsequent Changes in Payment Elections. Notwithstanding the foregoing, after the close of
the Election Window for a calendar year, a Participant shall be permitted to change a class year
payment election that was affirmatively made or made by default for that calendar year if such
election change is made in the manner prescribed by the Plan Administrator and if the following
conditions are satisfied.





	 	(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




4.1. 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.





4.2. Other Adjustments.




     4.2.1. Taxes. The amount to be credited to each Account and the value of each Account shall
be reduced by the amount of federal, state and local income tax and the amount of other taxes that
are withheld or paid with respect to such credits and Account, if any.



     4.2.2. Payments. Each Participant’s Account shall be reduced (or the credits to the Account
shall be reduced) by any amount paid to or with respect to the Participant as of the date as of
which the payment is made.


4.3. Multiple Sub-Accounts. To the extent the Plan Administrator determines that it is necessary
or useful to the administration of this Plan, the Plan Administrator may cause multiple Deferred
Cash Accounts and Deferred Stock Accounts to be established for each Participant. To the extent
the Plan Administrator determines that it is necessary or useful to the administration of Accounts
under this Plan, the Plan Administrator shall adopt such other rules and policies supplemental to
and consistent with the express terms of this Plan Statement as it believes appropriate.




4.4. Maximum Number of Shares.




     4.4.1. Limitation. Subject to adjustment as provided below, the maximum number of shares of
Common Stock that may be credited under this Plan (including those credited under the “Supervalu
Inc. Non-Employee Directors deferred Stock Plan” before it was merged with and into this Plan), is
five hundred thousand (500,000) shares. To the extent that limitation would be exceeded, (i) the
Annual Fees the Participant elected to defer into the Deferred Stock Account pursuant to
Section 3.1.1 shall instead be deferred into the Deferred Cash Account and (ii) the awards under
Section 4.1.2(b) shall not be made.



     4.4.2. Recapitalization. If the Company shall at any time increase or decrease the number of
its outstanding shares of Common Stock or change in any way the rights and privileges of such
shares by means of the payment of a stock dividend or any other payment upon such shares payable in
Common Stock, or through a stock split, subdivision, consolidation, combination, reclassification,
or recapitalization involving the Common Stock, then the numbers,



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rights, and privileges of the
shares credited under the Plan shall be increased, decreased, or changed in like manner as if such
shares had been issued and outstanding, fully paid, and nonassessable at the time of such
occurrence.



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SECTION 5




VESTING



5.1. Vesting. Except as elsewhere specifically provided, the Deferred Cash Account and the
Deferred Stock Account of each Participant shall be fully (100%) vested and nonforfeitable at all
times.



5.2. Forfeiture for Early Termination. If, after receiving a Deferred Stock Retainer credit to the
Deferred Stock Account pursuant to Section 4.1.2(b), the Participant shall cease to serve on the
Board of Directors prior to the Company’s next annual meeting for any reason other than death or
permanent disability, then such Participant’s Deferred Stock Account shall be reduced by the sum of
(i) that number of shares which is equal to one-twelfth (1/12th) of the shares awarded
as of the prior July 1 for each full calendar month during which the Participant did not serve as a
director of the Company after that July 1 and before the next annual meeting, and (ii) any
dividends credited on that number of shares specified in (i) above during the period that the
Participant did not serve as a director of the Company.





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SECTION 6




PAYMENTS



6.1. Separation from Service Payments. Upon the occurrence of a Separation from Service effective
as to a Participant, the Plan Administrator shall cause the Company to make or commence payment
such Participant’s Deferred Cash Account and Deferred Stock Account (reduced by the amount of any
applicable payroll, withholding and other taxes, if any) at the time and in the form designated by
the Participant in a class year payment election or subsequent payment election as the case may be.
The Plan Administrator may require that the Participant complete various forms and furnish
documentation to the Plan Administrator.




     6.1.1. Form of Payment. In each class year payment election, a Participant may designate that
payment of all amounts attributable to the calendar year for which it is made shall be paid to the
Participant, if then living, in one of the following forms.




	 	(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.





     6.1.2. Time of Payment. In each class year payment election, a Participant may designate that
payment shall be made (i.e., lump sum) or commenced (i.e., installments) to the Participant, if
then living, under one of the following rules.




	 	(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.





     6.1.3. Default. If for any reason (including reasons beyond the control of the Participant)
the class year payment election is not clearly and timely made to the contrary, it shall be deemed
to have been an election that payment be made in a single lump sum during the month of January in
the calendar year following the calendar year in which the Participant’s Separation from Service
occurs.



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6.2. Payment Upon Death. If any payment is due under this Plan after the death of the Participant,
it shall be paid to the Participant’s Beneficiary (and not to the Participant’s estate or any other
person) as follows.




     6.2.1. 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.



     6.2.2. Lump Sum. In all other circumstances payment shall be made to the Beneficiary in a
single lump sum payment during the month of January in the calendar year following the calendar
year in which the Participant dies.



     6.2.3. 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.




6.3. Installment Amounts. The amount of each annual installment shall be determined by dividing
the amount of the Account as of immediately preceding the date the installment is to be paid by the
number of remaining installment payments to be made (including the payment being determined). A
series of installment payments shall at all times and for all purposes be treated as an entitlement
to a single payment.



6.4. Generally Applicable Rules. The rules of this Section 6.4 shall be applicable to all payments
from this Plan.




     6.4.1. Processing. The Plan Administrator may require that the Participant and each
Beneficiary complete various forms and furnish documentation to the Plan Administrator. A failure
to timely complete satisfy these requirements shall result in a forfeiture of payments that would
have been due if the requirements had been satisfied in a timely manner.



     6.4.2. Code §162(m) Delay. Notwithstanding the forgoing, payment will be delayed when the
Company reasonably
anticipates that the Company’s federal income tax deduction with respect to such payment
otherwise would be limited or eliminated by application of section 162(m) of the Code. The payment
shall thereafter be made at the earliest date at which the Company reasonably anticipates that the
deduction of the payment of the amount will not be limited or eliminated by application of
section 162(m) of the Code.



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     6.4.3. Six-Month Delay. Notwithstanding the forgoing, no payment shall be made to any
Participant who is a specified employee on account of a Separation from Service until at least six
(6) months following that Participant’s Separation from Service. On the first business day
following the expiration of that six (6) month period, all amounts, if any, that would have been
paid during that six (6) months shall be paid to the Participant (adjusted for any interest
accruing during that six-month delay) and thereafter all payments shall be made as if there had
been no such 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.





     6.4.4. No Spousal Rights. No spouse or surviving spouse of a Participant and no person
designated to be a Beneficiary shall have any rights or interest in the benefits credited under
this Plan including, but not limited to, the right to be the sole Beneficiary or to consent to the
designation of Beneficiaries (or the changing of designated Beneficiaries) by the Participant. No
spouse, former spouse, Beneficiary or other person shall have any right to participate in any
Participant’s designation of a time and form of payment.



     6.4.5. Facility of Payment. In case of the legal disability, including minority, of an
individual entitled to receive any
payment under this Plan, payment shall be made, if the Plan Administrator shall be advised of
the existence of such condition:




	 	(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.




Any payment made in accordance with the foregoing provisions of this Section shall constitute a
complete discharge of any liability or obligation of Plan and the Company therefore.




     6.4.6. Payments in Cash and in Common Stock. All transactions in the Deferred Cash Account
shall be recorded in U.S. dollars and all payments shall be made in U.S. dollars. Transactions in
the Deferred Stock Account shall be recorded in U.S. dollars (and U.S. dollars in lieu of
fractions shares) and all payments from the Deferred Stock Account shall be made in shares of
Common Stock (and U.S. dollars in lieu of any fractional shares).



     6.4.7. No Other Payment Events. Payment shall not be made or accelerated upon of change of
control, unforeseeable emergency or disability. Payment shall not be made at a specified date or
dates.



6.5. Designation of Beneficiaries.




     6.5.1. Right to Designate. Each Participant may designate, upon forms to be furnished by and
filed with the Plan Administrator, one or more primary Beneficiaries or alternative Beneficiaries
to receive all or a specified part of such Participant’s Account in the event of such Participant’s
death. The Participant may change or revoke any such designation from time to time without notice
to or consent from any spouse, Beneficiary or any other person. No such designation, change or
revocation shall be effective unless executed by the Participant and received by the Plan
Administrator during the Participant’s lifetime. The Plan Administrator may establish rules for
the use of electronic signatures.



     6.5.2. Failure of Designation. If a Participant:




	 	(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,




such Participant’s Account, or the part thereof as to which such Participant’s designation fails,
as the case may be, shall be payable to the first class of the following classes of automatic
Beneficiaries with a member surviving the Participant and (except in the case of surviving issue)
in equal shares if there is more than one member in such class surviving the Participant:





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Participant’s surviving spouse

Participant’s surviving issue per stirpes and not per capita

Participant’s surviving parents

Participant’s surviving brothers and sisters

Representative of Participant’s estate.




     6.5.3. Disclaimers by Beneficiaries. A Beneficiary entitled to a payment of all or a portion
of a deceased Participant’s Account may disclaim an interest therein subject to the following
requirements. To be eligible to disclaim, a Beneficiary must be a natural person, must not have
received a payment of all or any portion of the Account at the time such disclaimer is executed and
delivered, and must have attained at least age twenty-one (21) years as of the date of the
Participant’s death. Any disclaimer must be in writing and must be executed personally by the
Beneficiary before a notary public. A disclaimer shall state that the Beneficiary’s entire
interest in the undistributed Account is disclaimed or shall specify what portion thereof is
disclaimed. To be effective, an original executed copy of the disclaimer must be both executed and
actually delivered to the Plan Administrator after the date of the Participant’s death but not
later than nine (9) months after the date of the Participant’s death. A disclaimer shall be
irrevocable when delivered to the Plan Administrator. A disclaimer shall be considered to be
delivered to the Plan Administrator only when actually received by the Plan Administrator. The
Plan Administrator shall be the sole judge of the content, interpretation and validity of a
purported disclaimer. Upon the filing of a valid disclaimer, the Beneficiary shall be considered
not to have survived the Participant as to the interest disclaimed. A disclaimer by a Beneficiary
shall not be considered to be a transfer of an interest in violation of the provisions of
Section 10.15 and shall not be considered to be an assignment or alienation of benefits in
violation of federal law prohibiting the assignment or alienation of benefits under this Plan. No
other form of attempted disclaimer shall be recognized by the Plan Administrator.



     6.5.4. Definitions. When used herein and, unless the Participant has otherwise specified in
the Participant’s Beneficiary designation, when used in a Beneficiary designation, the following
definitions and rules shall be applied.




	 	(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.





     6.5.5. Special Rules. Unless the Participant has otherwise specified in the Participant’s
Beneficiary designation, the following rules shall apply:




	 	(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



7.1. Hedging Investments. If the Company elects to finance all or a portion of the Company’s costs
in connection with this Plan through the purchase of life insurance or other investments, the
Participant agrees, as a condition of participation in this Plan, to cooperate with the Plan
Administrator in the purchase of such investment to any extent reasonably required by the Plan
Administrator and relinquishes any claim the Participant or a Beneficiary might have to the
proceeds of any such investment or any other rights or interests in such investment. If a
Participant fails or refuses to cooperate, then notwithstanding any other provision of this Plan
the Plan Administrator shall immediately and irrevocably terminate and forfeit the Participant’s
entitlement to benefits under this Plan.



7.2. Corporate Obligation. Neither the Company, nor the Director Affairs Committee, the Plan
Administrator nor any of their directors, officers, agents or directors in any way secure or
guarantee the payment of any benefit or amount which may become due and payable hereunder to or
with respect to any Participant. Each person entitled or claiming to be entitled at any time to
any benefit hereunder shall look solely to the assets of the Company for such payments as an
unsecured general creditor. If, or to the extent that, Accounts have been paid to or with respect
to a present or former Participant and that payment purports to be the payment of a benefit
hereunder, such former Participant or other person or persons, as the case may be, shall have no
further right or interest in the other assets of the Company in connection with this Plan. No
person shall be under any liability or responsibility for failure to effect any of the objectives
or purposes of this Plan by reason of the insolvency of the Company.





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SECTION 8




AMENDMENT AND TERMINATION




8.1. Amendment and Termination.




     8.1.1. Before a Change of Control. Prior to the occurrence of a Change of Control, the
Director Affairs Committee may unilaterally amend the 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 both with regard to persons then
receiving benefits and persons expecting to receive benefits in the future; provided, however,
that:




	 	(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.





     8.1.2. 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.




8.2. No Oral Amendments. No modification of the terms of the Plan Statement or termination of this
Plan shall be effective unless it is in writing and signed on behalf of the Director Affairs
Committee by a person authorized to execute such writing. No oral representation concerning the
interpretation or effect of the Plan Statement shall be effective to amend the Plan Statement.



8.3. Plan Binding on Successors. The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise to all or substantially all of the
business and/or assets of the Company), by agreement, to expressly assume and agree to perform this
Plan in the same manner and to the same extent that the Company would be required to perform it if
no such succession had taken place.





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SECTION 9




DETERMINATIONS — RULES AND REGULATIONS



9.1. Determinations. The Plan Administrator shall make such determinations as may be required from
time to time in the administration of this Plan. The Plan Administrator shall have the
discretionary authority and responsibility to interpret and construe the Plan Statement and to
determine all factual and legal questions under this Plan, including but not limited to the
entitlement of Participants and Beneficiaries, and the amounts of their respective interests. Each
interested party may act and rely upon all information reported to them hereunder and need not
inquire into the accuracy thereof, nor be charged with any notice to the contrary.



9.2. Rules and Regulations. Any rule not in conflict or at variance with the provisions hereof may
be adopted by the Plan Administrator.



9.3. Method of Executing Instruments. Information to be supplied or written notices to be made or
consents to be given by the Company, the Director Affairs Committee, the Plan Administrator or any
other person pursuant to any provision of the Plan Statement may be signed in the name of the
Company, the Director Affairs Committee, the Plan Administrator or any other person by any officer
or other person who has been authorized to make such certification or to give such notices or
consents.



9.4. Claims Procedure. Until modified by the Director Affairs Committee, the claim and review
procedures set forth in this Section shall be the mandatory claim and review procedures for the
resolution of disputes and disposition of claims filed under the Plan. Any application for a
payment or withdrawal shall be considered as a claim for the purposes of this Section.




     9.4.1. Initial Claim. An individual may, subject to any applicable deadline, file with the
Director Affairs Committee a written claim for benefits under the Plan in a form and manner
prescribed by the Director Affairs Committee.




	 	(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.




-24-









 











     9.4.2. Notice of Initial Adverse Determination. A notice of an adverse determination shall
set forth in a manner calculated to be understood by the claimant:




	 	(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.





     9.4.3. Request for Review. Within sixty (60) days after receipt of an initial adverse benefit
determination notice, the claimant may file with the Director Affairs Committee a written request
for a review of the adverse determination and may, in connection therewith submit written comments,
documents, records and other information relating to the claim benefits. Any request for review of
the initial adverse determination not filed within sixty (60) days after receipt of the initial
adverse determination notice shall be untimely.



     9.4.4. Claim on Review. If the claim, upon review, is denied in whole or in part, the
Director Affairs Committee shall notify the claimant of the adverse benefit determination within
sixty (60) days after receipt of such a request for 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




-25-









 






	 	 	 	submitted by the
claimant relating to the claim, without regard to whether such information was
submitted or considered in the initial benefit determination.





     9.4.5. Notice of Adverse Determination for Claim on Review. A notice of an adverse
determination for a claim on review shall set forth in a manner calculated to be understood by the
claimant:




	 	(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.





9.5. Rules and Regulations.




     9.5.1. Adoption of Rules. Any rule not in conflict or at variance with the provisions hereof
may be adopted by the Director Affairs Committee.



     9.5.2. 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.




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     9.5.3. 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-









 






	 	 	 	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.




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SECTION 10




PLAN ADMINISTRATION




10.1. The Company.




     10.1.1. Officers. Except as hereinafter provided, functions generally assigned to the Company
and functions generally assigned to the Plan Administrator shall be discharged by its principal
human resources officer of the Company unless delegated and allocated as provided herein.



     10.1.2. Chief Executive Officer. Except as hereinafter provided, the Chief Executive Officer
of the Company may delegate or redelegate and allocate and reallocate to one or more persons or to
a committee of persons jointly or severally, and whether or not such persons are directors,
officers or directors, such functions assigned to the Company generally hereunder as the Chief
Executive Officer may from time to time deem advisable.



     10.1.3. Board of Directors. Notwithstanding the foregoing, the Board of Directors shall have
the exclusive authority, which may not be delegated, to amend the Plan Statement and to terminate
this Plan.


10.2. Conflict of Interest. If any individual to whom authority has been delegated or redelegated
hereunder shall also be a Participant in this Plan, such Participant shall have no authority with
respect to any matter specially affecting such Participant’s individual interest hereunder or the
interest of a person superior to him or her in the organization (as distinguished from the
interests of all Participants and Beneficiaries or a broad class of Participants and
Beneficiaries), all such authority being reserved exclusively to other individuals as the case may
be, to the exclusion of such Participant, and such Participant shall act only in such Participant’s
individual capacity in connection with any such matter.





-30-









 








SECTION 11




CONSTRUCTION



11.1. ERISA Status. This Plan is adopted with the understanding that it is an unfunded plan
maintained exclusively for the purpose of providing deferred compensation for persons none of whom
are employees. Because this Plan does not benefit any employee, this Plan is not subject to
Employee Retirement Income Security Act of 1974, as amended. Each provision shall be interpreted
and administered accordingly.



11.2. IRC Status. 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. This Plan is
intended to comply with the requirements of section 409A of the Code insofar as it relates to
amounts subject to section 409A and this Plan Statement shall be construed and administered
accordingly. It is expressly intended that for purposes of section 409A of the Code this Plan be
considered two account balance plans. The first consists of amounts deferred at the election of
the Participant (i.e., amounts attributable to the voluntary deferrals into the Deferred Cash
Account and/or the Deferred Stock Account). The second consists of amounts deferred at the
election of the Company (i.e., amounts attributable to Deferred Stock Retainer awards into the
Deferred Stock Account). Neither the Company nor any of its 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 be imposed on the Participant or other
person on account of any amounts due or paid under this Plan or on account of any failure to comply
with any of such Code sections.



11.3. Effect on Other Plans. This Plan shall not alter, enlarge or diminish any person’s
employment rights or obligations or rights or obligations under any other qualified or nonqualified
plan without regard to whether it is subject to section 409A of the Code. It is specifically
contemplated that such other plans will, from time to time, be amended and terminated. Nothing in
this Plan Statement shall be interpreted or relied upon as a basis to amend, modify, accelerate or
defer, or otherwise change any credits to or payments that may be due from any other deferred
compensation plan subject to section 409A of the Code.



11.4. Disqualification. Notwithstanding any other provision of the Plan Statement or any election
or designation made under this Plan, any individual who feloniously and intentionally kills a
Participant or Beneficiary shall be deemed for all purposes of this Plan and all elections and
designations made under this Plan to have died before such Participant or Beneficiary. A final
judgment of conviction of felonious and intentional killing is conclusive for this purpose. In the
absence of a conviction of felonious and intentional killing, the Plan Administrator shall
determine whether the killing was felonious and intentional for this purpose.





-31-











 






	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.




11.6. References to Laws. Any reference in the Plan Statement to a statute or regulation shall be
considered also to mean and refer to any subsequent amendment or replacement of that statute or
regulation unless, under the circumstances, it would be inappropriate to do so. The terms
“spouse,” “nonspouse,” “married,” “surviving spouse,” and other similar terms shall be construed,
interpreted and applied on a basis consistent with the federal statute known as the Defense of
Marriage Act.



11.7. Receipt of Documents. If a form or document must be filed with or received by the Plan
Administrator or other person (the “appropriate entity”), it must be actually received by the
appropriate entity to be effective. The determination of whether or when a form or document has
been received by the appropriate entity shall be made by the Plan Administrator on the basis of
what documents are acknowledged by the appropriate entity to be in its actual possession without
regard to a “mailbox rule” or similar rule of evidence. The absence of a document in the
appropriate entity’s records and files shall be conclusive and binding proof that the document was
not received by the appropriate entity.




-32-









 







11.8. Effect on Director Status. Neither the terms of the Plan Statement nor the benefits under
this Plan nor the continuance thereof shall be a term of the engagement of any director. The
Company shall not be obliged to continue this Plan. The terms of this Plan shall not give any
director the right to be retained in the service of the Company. This Plan is not and shall not be
deemed to constitute a contract of employment between the Company and any director or other person,
nor shall anything herein contained be deemed to give any director or other person any right to be
retained in the Company’s employ or in any way limit or restrict the Company’s right or power to
discharge any director or other person at any time and to treat him without regard to the effect
which such treatment might have upon him as a Participant in this Plan.



11.9. Choice of Law. Except to the extent that federal law is controlling, this Plan Statement be
construed and enforced in accordance with the laws of the State of Minnesota (without regard to
conflict of laws principles).



11.10. Delegation. No person shall be liable for an act or omission of another person with regard
to a responsibility that has been allocated to or delegated to such other person pursuant to the
terms of the Plan Statement or pursuant to procedures set forth in the Plan Statement. Whenever
any authority, function or responsibility is delegated from one person to another, the discretion
possessed by the person making the delegation shall be fully assigned to the person receiving the
delegation unless a contrary intention is clearly expressed in the delegation.



11.11. Tax Withholding. The Company (or any other person legally obligated to do so) shall
withhold the amount of any federal, state or local income tax, payroll tax or other tax required to
be withheld under applicable law with respect to any amount payable under this Plan. All benefits
otherwise due hereunder shall be reduced by the amount to be withheld.



11.12. Expenses. All expenses of administering the benefits due under this Plan shall be borne by
the Company. The Accounts of Participants shall not be charged for those expenses.



11.13. Service of Process. In the absence of any designation to the contrary by the Plan
Administrator, the Secretary of the Plan Administrator is designated as the appropriate and
exclusive agent for the receipt of service of process directed to this Plan in any legal
proceeding, including arbitration, involving this Plan.



11.14. Spendthrift Provision. No Participant or Beneficiary shall have any interest in any Account
which can be transferred nor shall any Participant or Beneficiary have any power to anticipate,
alienate, dispose of, pledge or encumber the same while in the possession or control of the
Company. The Plan Administrator shall not recognize any such effort to convey any interest under
this Plan. No benefit payable under this Plan shall be subject to attachment, garnishment,
execution following judgment or other legal process before actual payment to such person.



The power to designate Beneficiaries to receive the Account of a Participant in the event of such
Participant’s death shall not permit or be construed to permit such power or right to be exercised


-33-









 






by the Participant so as thereby to anticipate, pledge, mortgage or encumber such Participant’s
Account or any part thereof, and any attempt of a Participant so to exercise said power in
violation of this provision shall be of no force and effect and shall be disregarded by the
Company.



This section shall not prevent the Plan Administrator from exercising, in its discretion, any of
the applicable powers and options granted to it upon the occurrence of a Separation from Service,
as such powers may be conferred upon it by any applicable provision hereof.



11.15. Certifications. Information to be supplied or written notices to be made or consents to be
given by the Plan Administrator pursuant to any provision of this Plan may be signed in the name of
the Plan Administrator by any officer who has been authorized to make such certification or to give
such notices or consents.



11.16. Errors in Computations. Participants shall be obligated to furnish such information
(including but not limited to current mailing addresses, social security numbers, marital status,
dates of birth and the like) as the Plan Administrator may from time to time require for the
effective and efficient administration of this Plan. The Plan Administrator shall not be liable or
responsible for any error in the computation of any benefit payable to or with respect to any
Participant resulting from any misstatement of fact made by the Participant or by or on behalf of
any survivor to whom such benefit shall be payable, directly or indirectly, to the Plan
Administrator, and used by the Plan Administrator in determining the benefit. The Plan
Administrator shall not be obligated or required to increase the benefit payable to or with respect
to such Participant which, on discovery of the misstatement, is found to be understated as a result
of such misstatement of the Participant. However, the benefit of any Participant which is
overstated by reason of any such misstatement or any other reason shall be reduced to the amount
appropriate in view of the truth and the Plan Administrator may recover any prior overpayment and
pursue all other remedies that may be available.




	 	 	 	 	 	 	 	 	 
	                    , 2008

	 	SUPERVALU INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Its	 	 	 	 
	 

	 	 	 	 	 	 	 	 





-34-









 





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









 






		 	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.





CHANGE OF CONTROL:



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





     (a) the acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-



A-2









 







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 acquisition by any corporation pursuant to a transaction which complies with
clauses (i), (ii) and (iii) of subsection (c) hereof, or




     (b) individuals who, as of the date hereof, constitute the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board; provided,
however, 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; 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



A-3









 







Board of Directors of the corporation resulting from such Business Combination were members
of the Incumbent Board at the time of the execution of the initial agreement, or of the
action of the Board, providing for such Business combination; or




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



Last Revised: 4/03





A-4









 








APPENDIX B

THE “DEFERRED STOCK PLAN”




SUPERVALU INC.




NON-EMPLOYEE DIRECTORS DEFERRED STOCK PLAN




     1. Purpose. The purpose of the SUPERVALU INC. Non-Employee Directors Deferred Stock Plan
(the “Plan”) is to further strengthen the alignment of interests between members of the Board of
Directors (the “Board”) of SUPERVALU INC. (the “Company”) who are not employees of the Company (the
“Participants”) and the Company’s stockholders through the increased ownership by Participants of
shares of the Company’s common stock, par value $1.00 per share (“Common Stock”). This will be
accomplished by (i) providing to Participants deferred compensation in the form of the right to
receive shares of Common Stock for services rendered in their capacity as directors, and (ii)
allowing Participants to elect voluntarily to defer all or a portion of their fees for services as
members of the Board pursuant to the Plan in exchange for the right to receive shares of Common
Stock valued at 110% of the cash fees otherwise payable.



     2. Eligibility. Each member of the Board of Directors of the Company who is not an
employee of the Company or of any subsidiary of the Company shall be eligible to participate in the
Plan.



     3. Formula Share Award. Effective on July 1, or the first business day thereafter in each
year (the “Award Date”), the Company shall award each Participant who shall continue to serve on
the Board following the Award Date, as a credit to the Participant’s account under the Plan (the
“Deferred Stock Account”), that number of shares (rounded to the nearest one-hundredth share) of
Common Stock, having an aggregate fair market value on the Award Date of Twenty Thousand Dollars
($20,000) (the “Award”). The Award shall be in addition to any cash retainer, stock options, or
other remuneration received by the Participant for services rendered as a director. If, after
receiving an Award, the Participant shall cease to serve on the Board prior to the Company’s next
annual meeting, for any reason other than death or permanent disability, then such Participant’s
Deferred Stock Account shall be reduced by (i) that number of shares equal to 1/12 of the Award for
each full calendar month during which the Participant did not serve as a director of the Company,
plus (ii) any dividends paid on that number of shares of Common Stock specified in (i) above during
the period that the Participant did not serve as a director of the Company.



     4. Election to Defer Cash Compensation. A Participant may elect to defer, in the form of
a credit to the Participant’s Deferred Stock Account all or a portion of the annual cash retainer,
meeting fees for attendance at meetings of the Board and its committees, committee chairperson
retainers, and any other fees and retainers (“Compensation”) otherwise payable to the director in



B-1









 







cash during the period following the effective date of the deferral election. Such deferral
election shall be made pursuant to Section 5.



     5. Manner of Making Deferral Election. A Participant may elect to defer Compensation
pursuant to the Plan by filing, no later than December 31 of each year (or by such other date as
the Committee shall determine), an irrevocable election with the Corporate Secretary on a form
provided for that purpose (“Deferral Election”). The Deferral Election shall be effective with
respect to Compensation payable on or after July 1 of the following year unless the Participant
shall revoke or change the election by means of a subsequent Deferral Election in writing that
takes effect on the date specified therein but in no event earlier than six (6) months (or such
other period as the Committee, as defined in Section 17, shall determine) after the subsequent
Deferral Election is received by the Company. The Deferral Election form shall specify an amount to
be deferred expressed as a dollar amount or as a percentage of the Participant’s Compensation
otherwise payable in cash for the director’s services.



     6. Credits to Deferred Stock Account for Elective Deferrals. On the first day of each
calendar quarter (the “Credit Date”), a Participant shall receive a credit to his or her Deferred
Stock Account. The amount of the credit shall be the number of shares of Common Stock (rounded to
the nearest one-hundredth of a share) determined by dividing an amount equal to 110% of the
Participant’s Compensation payable on the Credit Date and specified for deferral pursuant to
Section 5 hereof, by the fair market value on the Credit Date of a share of Common Stock.



     7. Fair Market Value. The fair market value of shares of Common Stock as of a given date
for all purposes of the Plan, shall be the closing sale price per share of Common Stock as reported
on the consolidated tape of the New York Stock Exchange on the relevant date or, if the New York
Stock Exchange is closed on such day, then the day closest to such date on which it was open.



     8. Dividend Credit. Each time a dividend is paid on the Common Stock, the Participant
shall receive a credit to his or her Deferred Stock Account equal to that number of shares of
Common Stock (rounded to the nearest one-hundredth of a share) having a fair market value on the
dividend payment date equal to the amount of the dividend payable on the number of shares credited
to the Participant’s Deferred Stock Account on the dividend record date.



     9. Maximum Number of Shares to be Credited Under the Plan. Subject to adjustment as
provided in Section 10, the maximum number of shares of Common Stock that may be credited under the
Plan is 500,000 shares.



     10. Adjustments for Certain Changes in Capitalization. If the Company shall at any time
increase or decrease the number of its outstanding shares of Common Stock or change in any way the
rights and privileges of such shares by means of the payment of a stock dividend or any other
distribution upon such shares payable in Common Stock, or through a stock split, subdivision,
consolidation, combination, reclassification, or recapitalization involving the



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Common Stock, then the numbers, rights, and privileges of the shares credited under the Plan shall
be increased, decreased, or changed in like manner as if such shares had been issued and
outstanding, fully paid, and nonassessable at the time of such occurrence.



     11. Deferral Payment Election. At the time of making the Deferral Election, each
Participant shall also complete a deferral payment election specifying one of the payment options
described in Section 12 and 13, and the year in which amounts credited to the Participant’s
Deferred Stock Account shall be paid in a lump sum pursuant to Section 12, or in which installment
payments shall commence pursuant to Section 13. The Participant may change the deferral payment
election by means of a subsequent deferral payment election in writing that will take effect (i)
immediately upon receipt for deferrals credited after the date the Company receives such subsequent
deferral payment election and (ii) at the beginning of the second calendar year following the date
of the revised deferral payment election for deferrals previously credited to the Participant’s
Deferred Stock Account.



     12. Payment of Deferred Stock Accounts in a Lump Sum. Unless a Participant elects to
receive payment of his or her Deferred Stock Account in installments as described in Section 13,
credits to a Participant’s Deferred Stock Account shall be payable in full on January 10 of the
year following the Participant’s termination of service on the Board (or the first business day
thereafter) or such other date as elected by the Participant pursuant to Section 11. All payments
shall be made in shares of Common Stock plus cash in lieu of any fractional share. Notwithstanding
the foregoing, in the event of a Change of Control (as defined in Section 19), credits to a
Participant’s Deferred Stock Account as of the business day immediately prior to the effective date
of the transaction constituting the Change of Control shall be paid in full to the Participant or
the Participant’s beneficiary or estate, as the case may be, in whole shares of Common Stock
(together with cash in lieu of a fractional share) on such date. Notwithstanding the foregoing,
following a Participant’s termination of service on the Board, such Participant, or in the event of
his or her death, such Participant’s surviving spouse or beneficiary, may elect to receive all or a
portion of the present value of his or her Deferred Stock Account prior to the date such amount
becomes due and payable, subject to forfeiture of 10% of the amount to be received.



     13. Payment of Deferred Stock Accounts in Installments. A Participant may elect to have
his or her Deferred Stock Account paid in annual installments following termination of service as a
director or at such other time as elected by the Participant pursuant to Section 11. All payments
shall be made in shares of Common Stock plus cash in lieu of any fractional share. All installment
payments shall be made annually on January 10 of each year (or the first business day thereafter).
The amount of each installment payment shall be computed as the number of shares credited to the
Participant’s Deferred Stock Account on the Computation Date, multiplied by a fraction, the
numerator of which is one and the denominator of which is the total number of installments elected
(not to exceed fifteen) minus the number of installments previously paid. Amounts paid prior to the
final installment payment shall be rounded to the nearest whole number of shares; the final
installment payment shall be for the whole number of shares then credited to the Participant’s
Deferred Stock Account, together with cash in lieu of any fractional



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shares. Notwithstanding the foregoing, following a Participant’s termination of service on the
Board, such Participant, or in the event of his or her death, such Participant’s surviving spouse
or beneficiary, may elect to receive all or a portion of the present value of his or her Deferred
Stock Account prior to the date such amount becomes due and payable, subject to forfeiture of 10%
of the amount to be received. Further notwithstanding the foregoing, in the event of a Change of
Control (as defined in Section 19), credits to a Participant’s Deferred Stock Account as of the
business day immediately prior to the effective date of the transaction constituting the Change of
Control shall be paid in full to the Participant or the Participant’s beneficiary or estate, as the
case may be, in whole shares of Common Stock (together with cash in lieu of a fractional share) on
such date.



     14. Death of Participant. If a Participant dies before receiving all payments to which he
or she is entitled under the Plan, payment shall be made in accordance with the Participant’s
designation of a beneficiary on a form provided for that purpose and delivered to and accepted by
the Committee (as hereinafter defined) or, in the absence of a valid designation or if the
designated beneficiary does not survive the Participant, to such Participant’s estate.



     15. Nonassignability. No right to receive payments under the Plan nor any shares of Common
Stock credited to a Participant’s Deferred Stock Account shall be assignable or transferable by a
Participant other than by will or the laws of descent and distribution. The designation of a
beneficiary by a Participant pursuant to Section 14 does not constitute a transfer.



     16. Participants Are General Creditors of the Company. Benefits due under this Plan shall
be funded out of the general funds of the Company. The Participants and beneficiaries thereof shall
be general, unsecured creditors of the Company with respect to any payments to be made pursuant to
the Plan and shall not have any preferred interest by way of trust, escrow, lien or otherwise in
any specific assets of the Company. If the Company shall, in fact, elect to set aside monies or
other assets to meet its obligations hereunder (there being no obligation to do so), whether in a
grantor’s trust or otherwise, the same shall, nevertheless, be regarded as a part of the general
assets of the company subject to the claims of its general creditors, and neither any Participant
nor any beneficiary of any Participant shall have a legal, beneficial, or security interest
therein.



     17. Administration. The Plan shall be administered by a committee (the “Committee”) of
three or more individuals appointed by the Board to administer the Plan. The members of the
Committee must be members of, and shall serve at the discretion of, the Board. The members of the
Committee shall be “disinterested persons” as defined in Rule 16b-3 under the Securities Exchange
Act of 1934, as amended (the “Act”), or any successor rule or definition adopted by the Securities
and Exchange Commission (“Rule 16b-3”), if, in the opinion of counsel for the Company, the absence
of “disinterested” administrators would adversely impact the availability of the exemption from
Section 16(b) of the Act provided by Rule 16b-3 for any Participant’s acquisition of Common Stock
under the Plan.



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     Subject to the provisions of the Plan, the Committee shall have sole and complete authority to
construe and interpret the Plan; to establish, amend and rescind appropriate rules and regulations
relating to the Plan; to administer the Plan; and to take all such steps and make all such
determinations in connection with the Plan as it may deem necessary or advisable to carry out the
provisions and intent of the Plan. All determinations of the Committee shall be made by a majority
of its members, and its determinations shall be final and conclusive for all purposes and upon all
persons, including, but without limitation, the Company, the Committee, the Participants and their
respective successors in interest.



     18. Amendment and Termination. The Board may at any time terminate, suspend, or amend this
Plan; provided, however, that the provisions of Sections 2 and 3 may not be amended more than once
in every six months other than to comport with changes in the Internal Revenue Code, ERISA, or the
rules thereunder. No such action shall deprive any Participant of any benefits to which he or she
would have been entitled under the Plan if termination of the Participant’s service as a director
had occurred on the day prior to the date such action was taken, unless agreed to by the
Participant.



     19. Change of Control. “Change of Control” means any one of the following events:



     (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 (the “Outstanding
Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities
of the Company entitled to vote generally in the election of directors (the “Outstanding Company
Voting Securities”); provided, however, that for purposes of this subsection (a), the following
acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the
Company (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any corporation controlled by the Company
or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses
(i), (ii) and (iii) of subsection (c) hereof; or



     (b) individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof whose election, or nomination for
election by the Company’s shareholders, was approved by a vote of at least a majority of the
directors then constituting the Incumbent Board shall be considered as though such individual were
a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election contest with respect to
the election or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or



     (c) approval by the shareholders of the Company of a reorganization, merger or consolidation
or sale or other disposition of all or substantially all of the assets of the Company



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



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



     20. Effective Date. The effective date of the Plan shall be the date of approval of the
Plan by the Company’s stockholders.



Last Revised: 2/9/00





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