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1993 Stock Plan Restricted Stock Unit Award Agreement - SUPERVALU INC - 4-27-2001

VIEWS: 45 PAGES: 23

									Exhibit 10.27 SUPERVALU INC. 1993 STOCK PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this "Agreement"), dated as of June 28, 2000, is entered into between SUPERVALU INC., a Delaware corporation (the "Company"), and Pamela K. Knous, a key employee of the Company (the "Participant"). The Company, pursuant to its 1993 Stock Plan (the "Plan"), desires to carry out the purpose of the Plan by awarding to the Participant Restricted Stock Units, representing the right to receive shares of Common Stock, par value $1.00 per share, of the Company ("Common Stock"), subject to the terms and conditions contained in this Agreement and in the Plan. Terms used in this Agreement which are defined in the Plan shall have the respective meanings ascribed to such terms in the Plan, unless otherwise defined herein. Accordingly, in consideration of the premises and the agreements contained herein, the parties hereto hereby agree as follows: 1. Grant of Restricted Stock Units The Company, effective as of the date of this Agreement, hereby grants to the Participant Thirty Thousand (30,000) Restricted Stock Units, each Restricted Stock Unit representing the right to receive one share of Common Stock on such date as set forth herein, subject to the terms and conditions contained herein (the "Restricted Stock Units"). 2. Rights of the Participant with Respect to Restricted Stock Units The rights of the Participant with respect to the Restricted Stock Units shall remain forfeitable at all times prior to the date on which such rights become vested in accordance with Section 3 hereof. The Participant shall not be entitled to any rights of a stockholder of the Company's Common Stock solely by reason of this award of Restricted Stock Units. Neither the Participant nor the Participant's legal representatives shall have any of the rights and privileges of a stockholder of the Company with respect to shares of Common Stock issuable in payment of the Restricted Stock Units unless and until certificates for such shares shall have been issued pursuant to Section 4 hereof. 3. Vesting; Forfeiture (a) Subject to the terms and conditions of this Agreement, the Restricted Stock Units shall vest in installments on the dates and in the amounts shown below if the Participant remains continuously employed by the Company or a subsidiary of the Company until such date. -1Percentage of Restricted Stock Units Vested ----------------------------33 1/3% 66 2/3% 100%

Date ---June 28, 2005 June 28, 2006 June 28, 2007

(b) Notwithstanding the vesting provisions contained in Section 3(a) above, but subject to the other terms and conditions contained herein, upon the date of the consummation of a "Change of Control" as defined in the Change of Control Severance Agreement, dated February 12, 1999, or any successor agreement thereto,

Date ---June 28, 2005 June 28, 2006 June 28, 2007

Percentage of Restricted Stock Units Vested ----------------------------33 1/3% 66 2/3% 100%

(b) Notwithstanding the vesting provisions contained in Section 3(a) above, but subject to the other terms and conditions contained herein, upon the date of the consummation of a "Change of Control" as defined in the Change of Control Severance Agreement, dated February 12, 1999, or any successor agreement thereto, between the Company and the Participant (the "Severance Agreement"), prior to any termination of the Participant's employment with the Company or a subsidiary of the Company, all of the Restricted Stock Units granted to the Participant pursuant to this Agreement shall vest immediately. (c) Upon the Participant's termination of employment with the Company or a subsidiary of the Company, any Restricted Stock Units that have not vested pursuant to the vesting provisions set forth in either Section 3(a) or 3 (b) above shall be forfeited and all associated rights shall lapse without value. (d) Subject to the terms and conditions of this Agreement, if the Participant dies before reaching age fifty-seven (57), the Participant's legal representatives, beneficiaries or heirs, as the case may be, shall be entitled to the Restricted Stock Units that have vested pursuant to Section 3(a) or 3(b) above prior to the date of such death, but any Restricted Stock Units that have not so vested by such date shall be forfeited and all associated rights shall lapse without value. 4. Payment of Restricted Stock Units; Issuance of Shares (a) If all or a portion of the Restricted Stock Units vest pursuant to Section 3(a) above, the Company shall make payment to the Participant by issuing one share of the Company's Common Stock for each Restricted Stock Unit that has vested pursuant to Section 3(a) above on the later of the following dates (the "Payment Date"): (i) the date the Participant reaches age 57; and (ii) the first anniversary of the date of the Participant's termination of employment with the Company or a subsidiary of the Company or the 30th day following the date of the Participant's death, if earlier. -2-

Promptly following the Payment Date, the Company shall cause to be issued one or more stock certificates, registered in the name of the Participant, evidencing the shares issued in payment of the Restricted Stock Units. (b) If the Restricted Stock Units vest pursuant to Section 3(b) above, the Company shall make payment to the Participant by issuing one share of the Company's Common Stock for each Restricted Stock Unit granted to the Participant pursuant to this Agreement as of the date of the consummation of a "Change of Control" as defined in the Severance Agreement (the "Change of Control Payment Date"). Promptly following the Change of Control Payment Date, the Company shall cause to be issued one or more stock certificates, registered in the name of the Participant, evidencing the shares issued in payment of the Restricted Stock Units. (c) If the Participant should die before reaching age fifty-seven (57) and Restricted Stock Units shall have vested as of the date of such death as provided in Section 3(d) above, then, notwithstanding the payment provisions of Section 4(a) above, the Company promptly shall cause to be issued one or more stock certificates, registered in the name of the Participant's legal representatives, beneficiaries or heirs, as the case may be, evidencing the shares issued in payment of the vested Restricted Stock Units. (d) For purposes of this Agreement, the date of the Participant's termination of employment shall be the date on which the Participant actually or effectively ceases to be an employee of the Company or a subsidiary of the Company, in accordance with the Company's personnel policies. The Participant shall not be deemed to have

Promptly following the Payment Date, the Company shall cause to be issued one or more stock certificates, registered in the name of the Participant, evidencing the shares issued in payment of the Restricted Stock Units. (b) If the Restricted Stock Units vest pursuant to Section 3(b) above, the Company shall make payment to the Participant by issuing one share of the Company's Common Stock for each Restricted Stock Unit granted to the Participant pursuant to this Agreement as of the date of the consummation of a "Change of Control" as defined in the Severance Agreement (the "Change of Control Payment Date"). Promptly following the Change of Control Payment Date, the Company shall cause to be issued one or more stock certificates, registered in the name of the Participant, evidencing the shares issued in payment of the Restricted Stock Units. (c) If the Participant should die before reaching age fifty-seven (57) and Restricted Stock Units shall have vested as of the date of such death as provided in Section 3(d) above, then, notwithstanding the payment provisions of Section 4(a) above, the Company promptly shall cause to be issued one or more stock certificates, registered in the name of the Participant's legal representatives, beneficiaries or heirs, as the case may be, evidencing the shares issued in payment of the vested Restricted Stock Units. (d) For purposes of this Agreement, the date of the Participant's termination of employment shall be the date on which the Participant actually or effectively ceases to be an employee of the Company or a subsidiary of the Company, in accordance with the Company's personnel policies. The Participant shall not be deemed to have terminated employment as a result of short-term illness, vacation or other authorized leave of absence, provided the Participant continues to be an employee and returns to her duties as an employee following the completion of such illness, vacation or other absence. (e) The Participant shall also not be deemed to have terminated employment as a result of a disability which renders the Participant incapable of returning to work. In the event of such a disability, the Restricted Stock Units shall continue to vest as and when provided in Section 3 and shall be paid as and when provided in Sections 4 (a)-(c) above as if the Participant had remained employed by the Company. For purposes of this Section 4(e), "disability" is defined as eligibility for long-term disability payments under the applicable Long-Term Disability Plan of the Company. 5. Adjustments In the event of any stock dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split- up, spin-off, combination, repurchase or exchange of shares of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase shares of Common Stock or other securities of the Company, or other similar corporate transaction or event, the Committee may, as it determines to be appropriate, adjust the number and/or type of shares subject to the Restricted Stock Units. -36. Covenant Not to Compete and Protection of Confidential Information (a) The Participant stipulates and represents that the following facts are true: the Participant is an Executive Vice President of the Company and led one of the Company's primary administrative functions; the Participant participates as a member of the Company's senior executive staff; by virtue of her position on that senior executive staff, the Participant has had access to highly sensitive and confidential information regarding, without limitation, the Company's margins on products in all areas of its business, and financial data and strategic plans for all areas of the Company's business. The Participant acknowledges that this information was gained by virtue of her employment at the Company, is confidential and secret information from which the Company draws economic value, actual or potential, from its not being generally known to persons outside the Company, is information which the Company has taken reasonable measures to preserve its confidentiality, and could not easily be duplicated by others, and is information which the Company required considerable time and effort to develop. The Participant further acknowledges that the misuse, misappropriation or disclosure of this information could cause irreparable harm to the Company, both during and after the term of the Participant's employment. (b) The Participant agrees that she will not, within the Continental United States, directly or indirectly, own, manage, operate, join, control, be employed by or participate in ownership, management, operation or control of,

6. Covenant Not to Compete and Protection of Confidential Information (a) The Participant stipulates and represents that the following facts are true: the Participant is an Executive Vice President of the Company and led one of the Company's primary administrative functions; the Participant participates as a member of the Company's senior executive staff; by virtue of her position on that senior executive staff, the Participant has had access to highly sensitive and confidential information regarding, without limitation, the Company's margins on products in all areas of its business, and financial data and strategic plans for all areas of the Company's business. The Participant acknowledges that this information was gained by virtue of her employment at the Company, is confidential and secret information from which the Company draws economic value, actual or potential, from its not being generally known to persons outside the Company, is information which the Company has taken reasonable measures to preserve its confidentiality, and could not easily be duplicated by others, and is information which the Company required considerable time and effort to develop. The Participant further acknowledges that the misuse, misappropriation or disclosure of this information could cause irreparable harm to the Company, both during and after the term of the Participant's employment. (b) The Participant agrees that she will not, within the Continental United States, directly or indirectly, own, manage, operate, join, control, be employed by or participate in ownership, management, operation or control of, provide consulting services to, or be connected in any manner with any business that competes with the Company or any of its food retailing or food wholesaling affiliates; provided, however, that this subparagraph (b) shall not apply after a "Change of Control" as defined in the Severance Agreement. The Participant shall retain the right to seek the written approval of the Company's Chief Executive Officer to waive the requirements of this Paragraph 6(b) with respect to any particular activity in which the Participant seeks to engage, which approval shall be granted or denied based upon the Company's reasonable desire to protect its business interest, but in its sole discretion. (c) The Participant agrees that during her employment and at all times thereafter the Participant will hold in a fiduciary capacity for the benefit of the Company and will not divulge or disclose, directly or indirectly, to any other person, firm or business, all confidential or proprietary information, knowledge and data (including, but not limited to, processes, programs, trade "know how," ideas, details of contracts, marketing plans, strategies, business development techniques, business acquisition plans, personnel plans, pricing practices and business methods and practices) relating in any way to the business of the Company, its affiliates, customers, suppliers, joint ventures, licensors, licensees, distributors or other persons and entities with whom the Company does business ("Confidential Data"), except upon the Company's written consent or as required by the Participant's duties with the Company, for so long as such Confidential Data remains confidential and all such Confidential Data, together with all copies thereof and notes and other references thereto, shall remain the sole property of the Company. (d) The Participant agrees that the Participant will not either directly, or in concert with others, recruit, solicit or induce, or attempt to induce, any employee or employees of -4-

the Company or any of its subsidiaries to terminate their employment with the Company and/or become associated with another employer. The Participant further agrees that the Participant will not either directly, or in concert with others, solicit, divert or take away or attempt to divert or take away, the business or patronage of any of the customers or accounts which were contacted, solicited or served by the Company while the Participant was employed with the Company. (e) The Participant agrees not to make disparaging statements about the Company, its officers, directors, agents, employees, products or services which are false or misleading. (f) The Participant agrees that except as otherwise provided in Section 6(c) above, the foregoing covenants contained in this Section 6 shall continue in effect until the later of age fifty-seven (57) or one (1) year after the Participant's termination (for any reason whatsoever) of employment with the Company. The Participant acknowledges that damages which may arise from a breach of any of the foregoing covenants contained in this Section 6 are impossible to ascertain or prove with certainty. If any covenant in this Section 6 is breached, all Restricted Stock Units shall be forfeited, and all associated rights shall lapse and be terminated, and in addition to other legal remedies which may be available, the Company shall be entitled to an

the Company or any of its subsidiaries to terminate their employment with the Company and/or become associated with another employer. The Participant further agrees that the Participant will not either directly, or in concert with others, solicit, divert or take away or attempt to divert or take away, the business or patronage of any of the customers or accounts which were contacted, solicited or served by the Company while the Participant was employed with the Company. (e) The Participant agrees not to make disparaging statements about the Company, its officers, directors, agents, employees, products or services which are false or misleading. (f) The Participant agrees that except as otherwise provided in Section 6(c) above, the foregoing covenants contained in this Section 6 shall continue in effect until the later of age fifty-seven (57) or one (1) year after the Participant's termination (for any reason whatsoever) of employment with the Company. The Participant acknowledges that damages which may arise from a breach of any of the foregoing covenants contained in this Section 6 are impossible to ascertain or prove with certainty. If any covenant in this Section 6 is breached, all Restricted Stock Units shall be forfeited, and all associated rights shall lapse and be terminated, and in addition to other legal remedies which may be available, the Company shall be entitled to an immediate injunction from a court of competent jurisdiction to end such breach, without further proof of damage. (g) To the extent any provision of this Section of the Agreement shall be determined to be invalid or unenforceable, such provision shall be deleted from this Agreement, and the validity and enforceability of the remainder of such provision and of this Agreement shall be unaffected. In furtherance of and not in limitation of the foregoing, the Participant expressly agrees that should the duration of or geographical extent of, or business activities covered by, any provision of this Agreement be in excess of that which is valid or enforceable under applicable law, then such provision shall be construed to cover only that duration, extent or activities that may validly or enforceably be covered. The Participant acknowledges the uncertainty of the law in this respect and expressly stipulates that this Agreement shall be construed in a manner that renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law. (h) Nothing in this Section 6 shall amend, limit, terminate or replace any other confidentiality or non-compete obligation that the Participant may have in any other agreement with the Company. 7. Transferability The Restricted Stock Units shall not be transferable otherwise than by will or the laws of descent and distribution. More particularly (but without limiting the generality of the foregoing), the Restricted Stock Units may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Restricted Stock -5-

Units contrary to the provisions hereof and the levy of an execution, attachment or similar process upon the Restricted Stock Units shall be void. 8. Taxes (a) The Participant acknowledges that she will consult with her personal tax advisor regarding the income tax consequences of the vesting and payment of the Restricted Stock Units or any other matters related to this Agreement. In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of a Participant, are withheld or collected from the Participant. (b) The Participant may elect to satisfy any federal and state income tax withholding obligations arising from the payment of the Restricted Stock Units pursuant to Section 4 hereof by (i) having the Company withhold a portion of the shares of Common Stock otherwise to be delivered in payment of the Restricted Stock Units having a Fair Market Value (as defined in the Plan) equal to the amount of federal and state income taxes required to be

Units contrary to the provisions hereof and the levy of an execution, attachment or similar process upon the Restricted Stock Units shall be void. 8. Taxes (a) The Participant acknowledges that she will consult with her personal tax advisor regarding the income tax consequences of the vesting and payment of the Restricted Stock Units or any other matters related to this Agreement. In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of a Participant, are withheld or collected from the Participant. (b) The Participant may elect to satisfy any federal and state income tax withholding obligations arising from the payment of the Restricted Stock Units pursuant to Section 4 hereof by (i) having the Company withhold a portion of the shares of Common Stock otherwise to be delivered in payment of the Restricted Stock Units having a Fair Market Value (as defined in the Plan) equal to the amount of federal and state income taxes required to be withheld in connection with such payment or (ii) delivering to the Company shares of Common Stock other than the shares issuable in connection with the payment of the Restricted Stock Units having a Fair Market Value equal to such taxes. The Participant may elect to satisfy any federal and state income tax withholding obligations arising prior to the payment of the Restricted Stock Units pursuant to Section 4 hereof by delivering to the Company shares of Common Stock other than the shares issuable in payment of the Restricted Stock Units having a Fair Market Value equal to such taxes. Any election must be made on or before the date that the amount of taxes to be withheld is determined. 9. No Right to Employment Nothing in this Agreement or in the Plan shall be construed as giving the Participant any right to be retained in the employ of the Company or any subsidiary of the Company, nor shall this Agreement or the Plan affect in any way the right of the Company or a subsidiary of the Company to terminate the Participant's employment at any time, with or without cause. 10. General Provisions (a) The Restricted Stock Units are granted pursuant to the Plan and are subject to the terms and conditions contained therein. A copy of the Plan is available to the Participant upon request. (b) This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede any prior expressions of intent or understanding with respect to the Restricted Stock Units. -6-

(c) This Agreement is subject to all applicable laws and the applicable rules and regulations of any governmental agencies or national securities exchanges. The Company shall not be required to issue or deliver any shares of Common Stock in payment of the Restricted Stock Units until the requirements of any federal or state securities laws, rules or regulations or other laws or rules (including the rules of the New York Stock Exchange) as may be determined by the Company to be applicable are satisfied. (d) The validity, construction and effect of this Agreement, and any rules and regulations relating to this Agreement, shall be determined in accordance with the laws of the State of Minnesota (other than its law respecting choice of law), except to the extent the general corporation law of the State of Delaware would be applicable. (e) If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any applicable jurisdiction, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of this Agreement, such provision shall be stricken and the remainder of this Agreement shall remain in full force and effect.

(c) This Agreement is subject to all applicable laws and the applicable rules and regulations of any governmental agencies or national securities exchanges. The Company shall not be required to issue or deliver any shares of Common Stock in payment of the Restricted Stock Units until the requirements of any federal or state securities laws, rules or regulations or other laws or rules (including the rules of the New York Stock Exchange) as may be determined by the Company to be applicable are satisfied. (d) The validity, construction and effect of this Agreement, and any rules and regulations relating to this Agreement, shall be determined in accordance with the laws of the State of Minnesota (other than its law respecting choice of law), except to the extent the general corporation law of the State of Delaware would be applicable. (e) If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any applicable jurisdiction, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of this Agreement, such provision shall be stricken and the remainder of this Agreement shall remain in full force and effect. (f) The headings in this Agreement are for convenience of reference only and shall not be deemed in any way to be material or relevant to the construction or interpretation of this Agreement or any provision hereof. IN WITNESS WHEREOF, the Company and the Participant have signed this Agreement as of the date first above written. SUPERVALU INC.
By: /s/ Ronald C. Tortelli ---------------------------------Senior Vice President, Its: Human Resources ----------------------------------

PARTICIPANT
/s/ Pamela K. Knous -------------------------------------Pamela K. Knous

-7-

Exhibit 10.28 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release ("Agreement") is entered into by and between William J. Bolton ("Bolton") and SUPERVALU INC. ("SUPERVALU"). WHEREAS, Bolton's employment and his duties with SUPERVALU as Executive Vice President and President & Chief Operating Officer, Retail Food Companies will terminate by mutual agreement effective December 2, 2000; and WHEREAS, Bolton and SUPERVALU desire to fully and finally settle all legal issues, differences and actual and potential claims between them, including, but in no way limited to, any claim that might arise out of Bolton's employment with SUPERVALU and the termination thereof; NOW, THEREFORE, in consideration of the mutual promises contained herein, Bolton and SUPERVALU agree as follows:

Exhibit 10.28 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release ("Agreement") is entered into by and between William J. Bolton ("Bolton") and SUPERVALU INC. ("SUPERVALU"). WHEREAS, Bolton's employment and his duties with SUPERVALU as Executive Vice President and President & Chief Operating Officer, Retail Food Companies will terminate by mutual agreement effective December 2, 2000; and WHEREAS, Bolton and SUPERVALU desire to fully and finally settle all legal issues, differences and actual and potential claims between them, including, but in no way limited to, any claim that might arise out of Bolton's employment with SUPERVALU and the termination thereof; NOW, THEREFORE, in consideration of the mutual promises contained herein, Bolton and SUPERVALU agree as follows: 1. Bolton hereby resigns from his employment and his position with SUPERVALU as Executive Vice President and President & Chief Operating Officer, Retail Food Companies, effective December 2, 2000. 2. For the period December 3, 2000 through June 2, 2001, SUPERVALU agrees as follows: a. To continue pay biweekly in an amount equal to Bolton's biweekly base compensation, less legally required deductions ("Severance Pay"); b. To reimburse Bolton for the grossed up cost of COBRA coverage through November 30, 2001. SUPERVALU's obligation hereunder shall terminate immediately if and when Bolton becomes employed elsewhere and becomes eligible to receive any such medical and dental benefits from a new employer. c. If by June 2, 2001, Bolton has not secured a comparable position, he will be eligible to receive additional Severance Pay until he secures a position up to a maximum period of twenty-six additional weeks. Bolton agrees that he will immediately inform SUPERVALU when he becomes employed or engaged in any manner to provide services for compensation during the period June 2, 2001 through December 2, 2001. 3. It is understood that the gross amount of any payment to be made by SUPERVALU pursuant to paragraph 2 (c) shall be reduced by the gross amount of: a. Any compensation received by Bolton from any subsequent employer, principal, or entity during that same period; and 1

b. Any income from self-employment in excess of reasonable expenses related to self-employment incurred by Bolton during that same period; provided that no deduction shall be made for remuneration received by Bolton in exchange for public appearances that are not made in connection with ongoing employment or engagement. 4. Bolton and SUPERVALU agree that the parties have entered into various agreements granting Bolton certain rights with regard to shares of SUPERVALU stock, which will be resolved as follows. a. Bolton will be entitled to exercise any stock options that would vest on or before October 20, 2001 pursuant to the terms of the option agreements executed by Bolton. Notwithstanding anything to the contrary herein, the terms of those agreements will remain in full force and effect. b. Bolton will be entitled to receive 16,179 shares of restricted stock from the FY'98 - FY'00 Long-Term Incentive Plan payment, on December 16, 2000 or within five business days of the end of the rescission period described in paragraph 13 hereof, whichever date occurs later, subject to all the terms and conditions of said

b. Any income from self-employment in excess of reasonable expenses related to self-employment incurred by Bolton during that same period; provided that no deduction shall be made for remuneration received by Bolton in exchange for public appearances that are not made in connection with ongoing employment or engagement. 4. Bolton and SUPERVALU agree that the parties have entered into various agreements granting Bolton certain rights with regard to shares of SUPERVALU stock, which will be resolved as follows. a. Bolton will be entitled to exercise any stock options that would vest on or before October 20, 2001 pursuant to the terms of the option agreements executed by Bolton. Notwithstanding anything to the contrary herein, the terms of those agreements will remain in full force and effect. b. Bolton will be entitled to receive 16,179 shares of restricted stock from the FY'98 - FY'00 Long-Term Incentive Plan payment, on December 16, 2000 or within five business days of the end of the rescission period described in paragraph 13 hereof, whichever date occurs later, subject to all the terms and conditions of said plan. 5. In partial consideration for the promises and covenants contained in paragraphs 10(a), (b) and (c) hereof, SUPERVALU agrees to make the following payments to which Bolton agrees that he is not otherwise entitled: a. SUPERVALU will issue to Bolton 18,555 shares of SUPERVALU stock on March 1, 2001. b. SUPERVALU will pay to Bolton a cash amount equal to the Long-Term Incentive Plan (LTIP) FY1999FY2001, payout that Bolton would have received had he remained employed by SUPERVALU through the date on which the LTIP restricted stock would be approved and issued in the normal course of SUPERVALU's operation. 6. SUPERVALU shall provide Bolton with the following additional benefits: a. Executive-level outplacement services through a service to be agreed upon by the parties, in an amount not to exceed $20,000; b. Reimbursement in an amount up to $8,000 for fees incurred by Bolton for financial planning services during the period when he is receiving payments under this Agreement; and c. Payment for Bolton's physical examination at the Mayo Clinic scheduled to occur on March 14 and 15, 2001. 2

7. Except as otherwise expressly provided within this Agreement, Bolton's rights to benefits under all SUPERVALU benefit plans shall be governed by the terms of those plans. 8. All other items of compensation not mentioned in paragraphs 2 through 6 above have been resolved, and Bolton shall have no further claim to any other items of compensation or benefits. 9. Bolton agrees that he is not entitled to all of the payments and benefits described in paragraphs 2 through 6 as a result of his employment with SUPERVALU, and that the payments and benefits are being provided as consideration for his acceptance and execution of this Agreement. 10. As an essential inducement to SUPERVALU to enter into this Agreement, and as consideration for the foregoing promises of SUPERVALU, Bolton agrees as follows: a. Bolton acknowledges that during the course of and by virtue of his employment with SUPERVALU, he has had access to and gained knowledge of highly confidential and proprietary information and trade secrets as defined by SUPERVALU and UTSA. Bolton further acknowledges that the misuse, misappropriation or disclosure of this information could cause irreparable harm to SUPERVALU, both during and after the term of Bolton's employment. Therefore, Bolton agrees that during his employment and at all times thereafter, he will not disclose to, or use for the benefit of anyone outside of SUPERVALU, any confidential or proprietary information

7. Except as otherwise expressly provided within this Agreement, Bolton's rights to benefits under all SUPERVALU benefit plans shall be governed by the terms of those plans. 8. All other items of compensation not mentioned in paragraphs 2 through 6 above have been resolved, and Bolton shall have no further claim to any other items of compensation or benefits. 9. Bolton agrees that he is not entitled to all of the payments and benefits described in paragraphs 2 through 6 as a result of his employment with SUPERVALU, and that the payments and benefits are being provided as consideration for his acceptance and execution of this Agreement. 10. As an essential inducement to SUPERVALU to enter into this Agreement, and as consideration for the foregoing promises of SUPERVALU, Bolton agrees as follows: a. Bolton acknowledges that during the course of and by virtue of his employment with SUPERVALU, he has had access to and gained knowledge of highly confidential and proprietary information and trade secrets as defined by SUPERVALU and UTSA. Bolton further acknowledges that the misuse, misappropriation or disclosure of this information could cause irreparable harm to SUPERVALU, both during and after the term of Bolton's employment. Therefore, Bolton agrees that during his employment and at all times thereafter, he will not disclose to, or use for the benefit of anyone outside of SUPERVALU, any confidential or proprietary information or trade secret, except upon SUPERVALU's written consent or as required by Bolton's duties with SUPERVALU. b. Bolton confirms and agrees that SUPERVALU will be substantially harmed if Bolton were to become affiliated with any business concern that competes with SUPERVALU subsequent to his separation from employment. Therefore, Bolton agrees that for the period commencing upon his execution of this Agreement and ending 12 months after his last receipt of any compensation hereunder, Bolton will not, within the continental United States, directly or indirectly, (1) own, manage, operate, join, control be employed by or participate in ownership, management, operation or control of, or be connected in any manner with any business that (a) competes within a major market where (i) SUPERVALU, as of the date of this Agreement owns retail supermarkets (Cub Foods, Shop 'n Save, bigg's, Scott's, Shoppers Food Warehouse, Farm Fresh Foods, Laneco, Hornbacher's, Randall's, Metro, Save-A-Lot), or (ii) where SUPERVALU, to Bolton's knowledge as of the date of this Agreement, is engaged in plans to open or purchase retail supermarket(s); (b) is a wholesale grocery company that competes with SUPERVALU's wholesale distribution operations; or (2) become involved in any manner with any current customer of SUPERVALU for the purpose of acquiring, leasing, selling, or otherwise disposing of that customer's stores, or supplying such customers with products supplied by SUPERVALU. Bolton shall retain the right to seek the written approval of SUPERVALU's Chief Executive Officer waiving the 3

requirements of this paragraph 10(b) with respect to any particular activity in which Bolton seeks to engage; which approval shall not be unreasonably withheld. c. Bolton agrees that for the period commencing upon his execution of this Agreement and ending 24 months after his last receipt of any compensation hereunder, he will not either directly, or in concert with others, recruit, solicit or induce, or attempt to induce, any employee or employees of SUPERVALU or any of its affiliates to terminate their employment and/or become associated with another employer. d. In the event that Bolton should materially violate any of the provisions of paragraphs 10 (a), (b), and/or (c), Bolton agrees that SUPERVALU's obligation to provide any further payments and/or benefits under paragraphs 2, through 6 above shall terminate immediately upon any such violation, without limiting the other remedies available to SUPERVALU. Bolton further acknowledges and agrees that any breach of the provisions of paragraphs 10(a), (b) and/or (c) would cause SUPERVALU irreparable harm, the value of which is difficult or impossible to determine, and that therefore, SUPERVALU may seek any additional other remedy available to it under law or equity including but not limited to seeking injunctive relief from any court of competent jurisdiction. e. By this Agreement, Bolton and SUPERVALU intend to settle any and all claims that Bolton has or may have

requirements of this paragraph 10(b) with respect to any particular activity in which Bolton seeks to engage; which approval shall not be unreasonably withheld. c. Bolton agrees that for the period commencing upon his execution of this Agreement and ending 24 months after his last receipt of any compensation hereunder, he will not either directly, or in concert with others, recruit, solicit or induce, or attempt to induce, any employee or employees of SUPERVALU or any of its affiliates to terminate their employment and/or become associated with another employer. d. In the event that Bolton should materially violate any of the provisions of paragraphs 10 (a), (b), and/or (c), Bolton agrees that SUPERVALU's obligation to provide any further payments and/or benefits under paragraphs 2, through 6 above shall terminate immediately upon any such violation, without limiting the other remedies available to SUPERVALU. Bolton further acknowledges and agrees that any breach of the provisions of paragraphs 10(a), (b) and/or (c) would cause SUPERVALU irreparable harm, the value of which is difficult or impossible to determine, and that therefore, SUPERVALU may seek any additional other remedy available to it under law or equity including but not limited to seeking injunctive relief from any court of competent jurisdiction. e. By this Agreement, Bolton and SUPERVALU intend to settle any and all claims that Bolton has or may have against SUPERVALU arising from or related to Bolton's employment with SUPERVALU and/or the cessation of Bolton's employment with SUPERVALU. For the consideration expressed herein, Bolton hereby releases and discharges SUPERVALU, its subsidiary corporations and all of their officers, employees, agents, assigns, insurers, representatives, counsel, administrators, successors, shareholders, and/or directors from all liability for damages and/or from legal claims of any kind, including but not limited to any statutory, contract, quasi contract, or tort claims, whether known or unknown, developed or undeveloped, and agrees not to institute any claim for damages or otherwise, by charge or otherwise, nor authorize any other party, governmental or otherwise, to institute any claim via administrative or legal proceedings against SUPERVALU for any such claims including, but not limited to, claims arising out of his employment or the termination of that employment including but not limited to claims for wages, commissions, penalties, vacation pay or other benefit, defamation or improper discharge (based on contract, at common law or under any federal, state or local statute or ordinance prohibiting discrimination in employment particularly discrimination based on race, sex, national origin, age, color, religion, marital status, disability or sexual orientation including the Age Discrimination in Employment Act) or attorney's fees or other costs or expenses. Bolton and SUPERVALU agree that, by signing this Agreement, Bolton does not waive any claims arising after the execution of this Agreement. 11. Bolton agrees to provide limited transition services to SUPERVALU as reasonably requested so long as he continues to receive any payments of compensation hereunder. 4

12. Bolton further agrees that he will be available upon reasonable notice and will voluntarily participate in the defense or prosecution of any claims or litigation that may be brought against or on behalf of SUPERVALU about which he has information or knowledge. SUPERVALU agrees that it will indemnify Bolton with respect to such claims or litigation to the same extent that it is permitted to indemnify its current officers. 13. Bolton is hereby informed of his right to rescind and revoke this Agreement by written notice to SUPERVALU within 15 calendar days following his execution of this Agreement. To be effective, such written notice must either be delivered by hand or sent by certified mail, return receipt requested, addressed to Mr. Ronald C. Tortelli, SUPERVALU INC., 11840 Valley View Road, Eden Prairie, Minnesota 55344, delivered or post-marked within such 15-day period. Bolton understands that SUPERVALU will have no obligations under this Agreement in the event such notice is timely delivered and any payments made as of that date by SUPERVALU pursuant to paragraphs 2 through 6, herein, shall be immediately repaid by Bolton to SUPERVALU. 14. Bolton acknowledges that he has been advised to consult with an attorney prior to signing this Agreement and further acknowledges that he has been advised that he has at least 21 days to consider whether to agree to waive and release his rights under the Age Discrimination in Employment Act. In the event that Bolton executes this Agreement prior to the end of that 21-day period, that act shall constitute his voluntary waiver of the rights described within this Paragraph 14.

12. Bolton further agrees that he will be available upon reasonable notice and will voluntarily participate in the defense or prosecution of any claims or litigation that may be brought against or on behalf of SUPERVALU about which he has information or knowledge. SUPERVALU agrees that it will indemnify Bolton with respect to such claims or litigation to the same extent that it is permitted to indemnify its current officers. 13. Bolton is hereby informed of his right to rescind and revoke this Agreement by written notice to SUPERVALU within 15 calendar days following his execution of this Agreement. To be effective, such written notice must either be delivered by hand or sent by certified mail, return receipt requested, addressed to Mr. Ronald C. Tortelli, SUPERVALU INC., 11840 Valley View Road, Eden Prairie, Minnesota 55344, delivered or post-marked within such 15-day period. Bolton understands that SUPERVALU will have no obligations under this Agreement in the event such notice is timely delivered and any payments made as of that date by SUPERVALU pursuant to paragraphs 2 through 6, herein, shall be immediately repaid by Bolton to SUPERVALU. 14. Bolton acknowledges that he has been advised to consult with an attorney prior to signing this Agreement and further acknowledges that he has been advised that he has at least 21 days to consider whether to agree to waive and release his rights under the Age Discrimination in Employment Act. In the event that Bolton executes this Agreement prior to the end of that 21-day period, that act shall constitute his voluntary waiver of the rights described within this Paragraph 14. 15. The parties further agree that the terms of this Agreement shall remain confidential provided that SUPERVALU may disclose such terms as is necessary to effectuate the terms of the Agreement and/or for the operation or its business and that Bolton may disclose such terms to his spouse, tax and financial advisers, and attorney. The disclosing party shall advise the person or entity to whom information is disclosed of the confidential nature of such information. 16. Bolton understands and agrees that effective December 2, 2000, he is no longer authorized to incur any expenses or obligations or liabilities on behalf of SUPERVALU, unless authorized in advance by SUPERVALU's Chief Executive Officer or President and Chief Operating Officer. 17. Bolton agrees that on or before December 2, 2000, he will return to SUPERVALU any property of SUPERVALU in his possession or control. 18. Bolton agrees that he will refrain from making any statements, whether written or oral, which are materially disparaging of SUPERVALU, its directors, officers, employees, agents, or representatives. Bolton agrees that SUPERVALU's obligation to provide any further payments and/or benefits under paragraphs 2 through 6 above shall terminate immediately upon any violation of this paragraph 18. SUPERVALU agrees that its officers and directors will refrain from making any statements, whether written or oral, that are materially disparaging of Bolton. 5

20. Bolton agrees this Agreement shall not in any way be construed as an admission by SUPERVALU that it has acted wrongfully with respect to Bolton or any other person, or that Bolton has any legal claims whatsoever against SUPERVALU. SUPERVALU specifically disclaims any liability to, or wrongful acts against, Bolton or any other person, on the part of itself, its directors, its officers, its employees, its representatives or its agents. 21. SUPERVALU represents and warrants that to the knowledge of its officers and directors, as of the date hereof, SUPERVALU has no claim against Bolton for any breach of his duties or responsibilities committed while employed by SUPERVALU. 22. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof. Bolton hereby affirms that his rights to payments or benefits from SUPERVALU are specified exclusively and completely in this Agreement. Any modification of, or addition to, this Agreement must be in writing, signed by SUPERVALU and Bolton. 23. This Agreement is personal to Bolton and may not be assigned by Bolton without the written agreement of

20. Bolton agrees this Agreement shall not in any way be construed as an admission by SUPERVALU that it has acted wrongfully with respect to Bolton or any other person, or that Bolton has any legal claims whatsoever against SUPERVALU. SUPERVALU specifically disclaims any liability to, or wrongful acts against, Bolton or any other person, on the part of itself, its directors, its officers, its employees, its representatives or its agents. 21. SUPERVALU represents and warrants that to the knowledge of its officers and directors, as of the date hereof, SUPERVALU has no claim against Bolton for any breach of his duties or responsibilities committed while employed by SUPERVALU. 22. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof. Bolton hereby affirms that his rights to payments or benefits from SUPERVALU are specified exclusively and completely in this Agreement. Any modification of, or addition to, this Agreement must be in writing, signed by SUPERVALU and Bolton. 23. This Agreement is personal to Bolton and may not be assigned by Bolton without the written agreement of SUPERVALU. All payments provided herein to or for the benefit of Bolton and the maintenance of coverages as herein provided, shall be made to his estate and for the benefit of his dependents, heirs and beneficiaries in the event of his death prior to the receipt thereof. 24. This Agreement constitutes a contract enforceable against either party and shall be construed and enforced in accordance with the laws of the State of Minnesota. Nothing contained in this Agreement is intended to violate any applicable law. If any part of this Agreement is construed to be in violation of a state and/or federal law, then that part shall be null and void, but the balance of the provisions of this Agreement shall remain in full force and effect. 25. Bolton hereby affirms and acknowledges that he has read the foregoing Agreement and that he has hereby been advised to consult with an attorney prior to signing this Agreement. Bolton agrees that the provisions set forth in this Agreement are written in language understandable to him and further affirms that he understands the meaning of the terms of this Agreement and their effect. Bolton represents that he enters into this Agreement freely and voluntarily. IN WITNESS WHEREOF, the parties have executed this Agreement by their signatures below. - SIGNATURES ON THE FOLLOWING PAGE 6
Dated: 11/29/00 /s/ William J. Bolton --------------------William J. Bolton

Dated: 11/17/00

SUPERVALU

INC.

By: /s/ Ronald C. Tortelli ---------------------Its: Senior Vice President, Human Resources

7

Exhibit 10.29 Increase in Shares Reserved Under the SUPERVALU INC. Restricted Stock Plan

Dated: 11/29/00

/s/ William J. Bolton --------------------William J. Bolton

Dated: 11/17/00

SUPERVALU

INC.

By: /s/ Ronald C. Tortelli ---------------------Its: Senior Vice President, Human Resources

7

Exhibit 10.29 Increase in Shares Reserved Under the SUPERVALU INC. Restricted Stock Plan "WHEREAS, pursuant to resolutions adopted on April 10, 1991, the Board of Directors authorized, approved and established a restricted stock plan known as the Super Valu Stores, Inc. Restricted Stock Plan, now known as the SUPERVALU INC. Restricted Stock Plan (the "Plan"), that is administered by the Chief Executive Officer for certain employees of SUPERVALU INC. (the "Company") and its affiliates; and WHEREAS, 45,000 shares of the Company's common stock, $1.00 par value ("Common Stock"), remain available for the granting of awards under the Plan from the prior authorizations of 200,000 shares of Common Stock; and WHEREAS, the Executive Personnel and Compensation Committee has reviewed, approved and recommended to the Board of Directors that the number of shares of Common Stock available for grants of awards under the Plan be increased by 100,000; and WHEREAS, the Committee has further approved and recommended to the Board of Directors that the Plan be restated to reflect such share increase; and WHEREAS, the Board of Directors has determined that it is in the best interest of the Company and its stockholders to increase the number of shares available for grants of awards under the Plan and to restate the Plan; NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby authorizes and approves the amendment and restatement of the Plan having the terms set forth in the following resolutions. FURTHER RESOLVED, that the number of shares of Common Stock, available for granting awards under the Plan shall be 300,000, less all shares previously awarded, which shares may be either newly issued shares or treasury shares; provided, that if any shares covered by an award are forfeited or if an award shall otherwise terminate without delivery or vesting of any shares to be received thereunder, then the number of shares covered by such award, to the extent of any such forfeiture or termination, shall again be available for granting awards under the Plan; and provided further, that the number and type of shares available for granting awards under the Plan shall be adjusted appropriately in the event of any merger, consolidation, reorganization, recapitalization, stock split, stock dividend or similar change in the capital structure of the Company. FURTHER RESOLVED, that up to 300,000 shares of Common Stock, less that number of shares previously awarded, are hereby reserved for grants of restricted stock awards under the Plan, subject to adjustment from time to time in accordance with the foregoing resolutions; and any shares of Common Stock issued pursuant to restricted stock awards shall be duly authorized, validly issued, fully paid and nonassessable. Dated: April 12, 2000

Exhibit 10.29 Increase in Shares Reserved Under the SUPERVALU INC. Restricted Stock Plan "WHEREAS, pursuant to resolutions adopted on April 10, 1991, the Board of Directors authorized, approved and established a restricted stock plan known as the Super Valu Stores, Inc. Restricted Stock Plan, now known as the SUPERVALU INC. Restricted Stock Plan (the "Plan"), that is administered by the Chief Executive Officer for certain employees of SUPERVALU INC. (the "Company") and its affiliates; and WHEREAS, 45,000 shares of the Company's common stock, $1.00 par value ("Common Stock"), remain available for the granting of awards under the Plan from the prior authorizations of 200,000 shares of Common Stock; and WHEREAS, the Executive Personnel and Compensation Committee has reviewed, approved and recommended to the Board of Directors that the number of shares of Common Stock available for grants of awards under the Plan be increased by 100,000; and WHEREAS, the Committee has further approved and recommended to the Board of Directors that the Plan be restated to reflect such share increase; and WHEREAS, the Board of Directors has determined that it is in the best interest of the Company and its stockholders to increase the number of shares available for grants of awards under the Plan and to restate the Plan; NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby authorizes and approves the amendment and restatement of the Plan having the terms set forth in the following resolutions. FURTHER RESOLVED, that the number of shares of Common Stock, available for granting awards under the Plan shall be 300,000, less all shares previously awarded, which shares may be either newly issued shares or treasury shares; provided, that if any shares covered by an award are forfeited or if an award shall otherwise terminate without delivery or vesting of any shares to be received thereunder, then the number of shares covered by such award, to the extent of any such forfeiture or termination, shall again be available for granting awards under the Plan; and provided further, that the number and type of shares available for granting awards under the Plan shall be adjusted appropriately in the event of any merger, consolidation, reorganization, recapitalization, stock split, stock dividend or similar change in the capital structure of the Company. FURTHER RESOLVED, that up to 300,000 shares of Common Stock, less that number of shares previously awarded, are hereby reserved for grants of restricted stock awards under the Plan, subject to adjustment from time to time in accordance with the foregoing resolutions; and any shares of Common Stock issued pursuant to restricted stock awards shall be duly authorized, validly issued, fully paid and nonassessable. Dated: April 12, 2000

EXHIBIT 12.1 SUPERVALU INC. and Subsidiaries Ratio of Earnings to Fixed Charges For Fiscal Years Ended
(In thousands, except ratios) Earnings before income taxes Less undistributed earnings of less than fifty percent owned affiliates 2001 --------$ 154,357 2000 --------$ 447,454 1999 --------$ 316,261 1998 --------$ 384,780 1997 ------$ 280,5

(9,429) ---------

(6,605) ---------

(5,943) ---------

(7,388) ---------

(15,8 -------

EXHIBIT 12.1 SUPERVALU INC. and Subsidiaries Ratio of Earnings to Fixed Charges For Fiscal Years Ended
(In thousands, except ratios) Earnings before income taxes Less undistributed earnings of less than fifty percent owned affiliates 2001 --------$ 154,357 2000 --------$ 447,454 1999 --------$ 316,261 1998 --------$ 384,780 1997 ------$ 280,5

(9,429) --------144,928 212,898 29,047 --------$ 386,873 =========

(6,605) --------440,849 154,482 23,838 --------$ 619,169 ========= 178,320 ========= 3.47 =========

(5,943) --------310,318 124,111 18,574 --------$ 453,003 ========= 142,685 ========= 3.17 =========

(7,388) --------377,392 133,619 18,010 --------$ 529,021 ========= 151,629 ========= 3.49 =========

(15,8 ------264,6 136,8 16,9 ------$ 418,4 ======= 153,7 ======= 2. =======

Earnings before income taxes Interest expense Interest on operating leases

Total fixed charges

241,945 ========= 1.60 =========

Ratio of earnings to fixed charges

EXHIBIT 21.1 SUPERVALU INC. Subsidiaries As of April 23, 2001 (All are Subsidiary Corporations 100% Owned Directly or Indirectly, Except as Noted)
JURISDICTION OF ORGANIZATION --------------SUPERVALU INC. Blaine North 1996 L.L.C. Bloomington 1998 L.L.C. Burnsville 1998 L.L.C. Diamond Lake 1994 L.L.C. Forest Lake 2000 L.L.C. Fridley 1998 L.L.C. J. M. Jones Equipment Company Keltsch Bros., Inc. Maplewood East 1996 L.L.C. Max Club, Inc. Monticello 1998 L.L.C. NAFTA Industries Consolidated, Inc. NAFTA Industries, Ltd. International Data, LLC NC&T Supermarkets, Inc. Nevada Bond Investment Corp. I Planmark Architecture of Oregon, P.C. Planmark, Inc. Plymouth 1998 L.L.C. Preferred Products, Inc. Richfood Holdings, Inc. Market Funding, Inc. Delaware Limited Liability Company Minnesota Limited Liability Company Minnesota Limited Liability Company Delaware Limited Liability Company Delaware Limited Liability Company Minnesota Limited Liability Company Delaware Indiana Delaware Limited Liability Company Minnesota Minnesota Limited Liability Company Texas Texas Limited Partnership Indiana Limited Liability Company Ohio Nevada Oregon Minnesota Minnesota Limited Liability Company Minnesota Delaware Delaware PERCENTAGE OF SECURITIES OW IMMEDIATE P ----------70% 40% 77.5% 25% 65% 74.5% 100% 100% 70% 100% 90% 51% 51% 50% 100% 100% 100% 100% 62.5% 100% 100% 100%

EXHIBIT 21.1 SUPERVALU INC. Subsidiaries As of April 23, 2001 (All are Subsidiary Corporations 100% Owned Directly or Indirectly, Except as Noted)
JURISDICTION OF ORGANIZATION --------------SUPERVALU INC. Blaine North 1996 L.L.C. Bloomington 1998 L.L.C. Burnsville 1998 L.L.C. Diamond Lake 1994 L.L.C. Forest Lake 2000 L.L.C. Fridley 1998 L.L.C. J. M. Jones Equipment Company Keltsch Bros., Inc. Maplewood East 1996 L.L.C. Max Club, Inc. Monticello 1998 L.L.C. NAFTA Industries Consolidated, Inc. NAFTA Industries, Ltd. International Data, LLC NC&T Supermarkets, Inc. Nevada Bond Investment Corp. I Planmark Architecture of Oregon, P.C. Planmark, Inc. Plymouth 1998 L.L.C. Preferred Products, Inc. Richfood Holdings, Inc. Market Funding, Inc. Market Transportation Services, Inc. Penn Perishables, Inc. Retail Licensing Corporation GV Holdings, Inc. Great Valu LLC Richfood, Inc. GWM Holdings, Inc. MFFL, Inc. Market Brands, Inc. Market Improvement Corporation Market Insurance Agency, Inc. Market Leasing Company Maryland Retail Services, Inc. Retail Funding Corporation, Inc. Rich-Temps, Inc. Rotelle, Inc. Penn Brands, Inc. Rotelle Management, Inc. Spring House Leasing, Inc. Super Rite Foods, Inc. FF Acquisition LLC Foodarama Incorporated Foodarama, Inc. Foodarama Group, Inc. Midway Markets of Delaware, Inc. Food-A-Rama G.U., Inc. Delaware Limited Liability Company Minnesota Limited Liability Company Minnesota Limited Liability Company Delaware Limited Liability Company Delaware Limited Liability Company Minnesota Limited Liability Company Delaware Indiana Delaware Limited Liability Company Minnesota Minnesota Limited Liability Company Texas Texas Limited Partnership Indiana Limited Liability Company Ohio Nevada Oregon Minnesota Minnesota Limited Liability Company Minnesota Delaware Delaware Delaware Virginia Delaware Delaware Virginia Limited Liability Company Virginia Virginia Virginia Delaware Virginia Virginia Virginia Virginia Virginia Virginia Pennsylvania Delaware Pennsylvania Pennsylvania Delaware Virginia Limited Liability Company Delaware Maryland Maryland Delaware Maryland PERCENTAGE OF SECURITIES OW IMMEDIATE P ----------70% 40% 77.5% 25% 65% 74.5% 100% 100% 70% 100% 90% 51% 51% 50% 100% 100% 100% 100% 62.5% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

JURISDICTION OF ORGANIZATION --------------Oxon Run, Inc. SRF Subsidiary Corporation Richfood Procurement LLC Dart Group Corporation Bridgeview Warehouse LLC Delaware Virginia Limited Liability Company Delaware Delaware Limited Liability Company

PERCENTAGE OF V SECURITIES OWN IMMEDIATE PA -----------100% 100% 100% 100% 100%

JURISDICTION OF ORGANIZATION --------------Oxon Run, Inc. SRF Subsidiary Corporation Richfood Procurement LLC Dart Group Corporation Bridgeview Warehouse LLC 75/th/ Avenue Headquarters LLC Cabot Morgan Real Estate Company Dart Group Financial Corporation Discount Books East, Inc. Pennsy Warehouse Leasing Corporation Pennsy Drive Warehouses LLC California Ontario Warehouse LLC SFW Holding Corp. Shoppers Food Warehouse Corporation RBC Corporation SFW DC Corp. SFW Investment Corporation Risk Planners Agency of Ohio, Inc. Risk Planners of Mississippi, Inc. Risk Planners of Pennsylvania, Inc. Risk Planners, Inc. Risk Planners of Illinois, Inc. Risk Planners of Montana, Inc. Risk Planners of Washington, Inc. RSI-SUPERVALU, Inc. Shakopee 1997 L.L.C. Silver Lake 1996 L.L.C. SUPERVALU Finance, Inc. SUPERVALU Management Corp. SUPERVALU Pharmacies, Inc. SUPERVALU Receivables, Inc. SUPERVALU Transportation, Inc. SUVACO Insurance International, Ltd. Sweet Life Products Co., Inc. Valu Ventures, Inc. Valu Ventures 2, Inc. SUPERVALU Terre Haute Limited Partnership Western Dairy Distributors, Inc. Supermarket Operators of America Inc. Advantage Logistics - Midwest, Inc. Advantage Logistics - Southeast, Inc. Clyde Evans Markets, Inc. Scott's Food Stores, Inc. SV Ventures* SUPERVALU Holdings, Inc. Advantage Logistics Southwest, Inc. Advantage Logistics - PA LLC Airway Redevelopment Corporation Augsburger's, Inc. Butson's Enterprises, Inc. Butson's Enterprises of Delaware Virginia Limited Liability Company Delaware Delaware Limited Liability Company Delaware Limited Liability Company Delaware Delaware Delaware Delaware Delaware Delaware Limited Liability Company Delaware Delaware Maryland District of Columbia Delaware Ohio Mississippi Pennsylvania Minnesota Illinois Montana Washington Minnesota Delaware Limited Liability Company Delaware Limited Liability Company Minnesota Minnesota Minnesota Delaware Minnesota Islands of Bermuda New York Minnesota Minnesota Indiana Limited Partnership Colorado Delaware Delaware Alabama Ohio Indiana Indiana General Partnership Missouri Arizona Pennsylvania Missouri Indiana New Hampshire

PERCENTAGE OF V SECURITIES OWN IMMEDIATE PA -----------100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 25% 51% 100% 100% 100% 100% 100% 100% 75% 100% 100% 100% 100% 100% 100% 100% 100% 100% 50% 100% 100% 100% 100% 100% 100%

-2PERCENTAGE OF VOTING SECURITIES OWNED BY IMMEDIATE PARENT ---------------100% 100% 100% 100% 100% 100% 100% 100% 100% 50% 100% 100%

Massachusetts, Inc. Butson's Enterprises of Vermont, Inc. Keatherly, Inc. Peoples Market, Incorporated Violette's Supermarkets, Inc. East Main Development, Inc. GM Distributing, Inc. John Alden Industries, Inc. Livonia Holding Company, Inc. Foodland Distributors Mohr Developers, Inc. Mohr Distributors of Litchfield, Inc.

JURISDICTION OF ORGANIZATION --------------Massachusettts Vermont New Hampshire New Hampshire New Hampshire Rhode Island California Rhode Island Michigan Michigan General Partnership Missouri Illinois

Massachusetts, Inc. Butson's Enterprises of Vermont, Inc. Keatherly, Inc. Peoples Market, Incorporated Violette's Supermarkets, Inc. East Main Development, Inc. GM Distributing, Inc. John Alden Industries, Inc. Livonia Holding Company, Inc. Foodland Distributors Mohr Developers, Inc. Mohr Distributors of Litchfield, Inc. Moran Foods, Inc. Save-A-Lot Food Stores, Inc. Lot 18 Redevelopment Corp. Rostraver Township L.L.C. Rostraver Township Rostraver Township Shop 'N Save Warehouse Foods, Inc. Shop `N Save St. Louis, Inc. WSI Satellite, Inc. SUPERVALU Holdings - PA LLC SV Markets, Inc. SV Ventures* SVH Holding, Inc. SVH Realty, Inc. Total Insurance Marketing Enterprises, Inc. Ultra Foods, Inc. Verona Road Associates, Inc. WC&V Supermarkets, Inc. Wetterau Finance Co. Wetterau Insurance Co. Ltd.

PERCENTAGE OF VOTING JURISDICTION SECURITIES OWNED BY OF ORGANIZATION IMMEDIATE PARENT -----------------------------Massachusettts 100% Vermont 100% New Hampshire 100% New Hampshire 100% New Hampshire 100% Rhode Island 100% California 100% Rhode Island 100% Michigan 100% Michigan General Partnership 50% Missouri 100% Illinois 100% Missouri 100% Missouri 100% Missouri 100% Pennsylvania 85% Pennsylvania Limited Partnership 1% Pennsylvania Limited Partnership 84.15% Missouri 100% Missouri 100% Missouri 100% Pennsylvania Limited Liability Company 100% Ohio 100% Indiana General Partnership 50% Delaware 100% Delaware 100% Pennsylvania 100% New Jersey 100% Pennsylvania 100% Vermont 100% Missouri 100% Bermuda 100%

* SV Ventures is a general partnership between SUPERVALU Holdings, Inc. and Scott's Food Stores, Inc. each of which holds a 50% interest. Both general partners are direct subsidiaries of Supermarket Operators of America, Inc. -3-

Exhibit 23.1 Independent Auditors' Consent The Board of Directors SUPERVALU INC.: We consent to incorporation by reference in the Registration Statements No. 33-28310, No. 33-16934, No. 256896, No. 33-50071, No. 333-10151, No. 333-24813, No. 333-61365, No. 333-72851, No. 333-89157, No. 333-32354, No. 333-32356 and No. 333-43538 on Form S-8 and No. 33-56415, No. 333-94965 and No. 333-44570 on Form S-3 of SUPERVALU INC., of our reports dated April 3, 2001, relating to the consolidated balance sheets of SUPERVALU INC. and subsidiaries as of February 24, 2001 and February 26, 2000, and the related consolidated statements of earnings, stockholders' equity, and cash flows for the fiscal years in the three-year period ended February 24, 2001, and the related schedule, which reports appear in the 2001 annual report on Form 10-K of SUPERVALU INC.
/s/ KPMG LLP Minneapolis, Minnesota

April 25, 2001

Exhibit 23.1 Independent Auditors' Consent The Board of Directors SUPERVALU INC.: We consent to incorporation by reference in the Registration Statements No. 33-28310, No. 33-16934, No. 256896, No. 33-50071, No. 333-10151, No. 333-24813, No. 333-61365, No. 333-72851, No. 333-89157, No. 333-32354, No. 333-32356 and No. 333-43538 on Form S-8 and No. 33-56415, No. 333-94965 and No. 333-44570 on Form S-3 of SUPERVALU INC., of our reports dated April 3, 2001, relating to the consolidated balance sheets of SUPERVALU INC. and subsidiaries as of February 24, 2001 and February 26, 2000, and the related consolidated statements of earnings, stockholders' equity, and cash flows for the fiscal years in the three-year period ended February 24, 2001, and the related schedule, which reports appear in the 2001 annual report on Form 10-K of SUPERVALU INC.
/s/ KPMG LLP Minneapolis, Minnesota

April 25, 2001

EXHIBIT 24.1 POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Michael W. Wright, David L. Boehnen and John P. Breedlove, and each of them, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in such person's name, place and stead, in any and all capacities (including the undersigned's capacity as Director and/or Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer or any other officer of SUPERVALU INC.), to sign SUPERVALU's Annual Report on Form 10-K to be filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, for the fiscal year ended February 24, 2001, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in or about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 11th day of April, 2001, by the following persons:
/s/ Lawrence A. Del Santo --------------------------------Lawrence A. Del Santo /s/ Charles M. Lillis -------------------------------Charles M. Lillis

/s/ Susan E. Engel --------------------------------Susan E. Engel

/s/ Jeffrey Noddle -------------------------------Jeffrey Noddle

/s/ Edwin C. Gage --------------------------------Edwin C. Gage

/s/ Harriet Perlmutter -------------------------------Harriet Perlmutter

EXHIBIT 24.1 POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Michael W. Wright, David L. Boehnen and John P. Breedlove, and each of them, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in such person's name, place and stead, in any and all capacities (including the undersigned's capacity as Director and/or Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer or any other officer of SUPERVALU INC.), to sign SUPERVALU's Annual Report on Form 10-K to be filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, for the fiscal year ended February 24, 2001, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in or about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 11th day of April, 2001, by the following persons:
/s/ Lawrence A. Del Santo --------------------------------Lawrence A. Del Santo /s/ Charles M. Lillis -------------------------------Charles M. Lillis

/s/ Susan E. Engel --------------------------------Susan E. Engel

/s/ Jeffrey Noddle -------------------------------Jeffrey Noddle

/s/ Edwin C. Gage --------------------------------Edwin C. Gage

/s/ Harriet Perlmutter -------------------------------Harriet Perlmutter

/s/ William A. Hodder --------------------------------William A. Hodder

/s/ Steven S. Rogers --------------------------------Steven S. Rogers

/s/ Garnett L. Keith --------------------------------Garnett L. Keith

/s/ Carole F. St. Mark -------------------------------Carole F. St. Mark

/s/ Richard L. Knowlton --------------------------------Richard L. Knowlton

/s/ Michael W. Wright -------------------------------Michael W. Wright

/s/ Pamela K. Knous --------------------------------Pamela K. Knous

EXHIBIT 99.1 Cautionary Statements for Purposes of the Safe Harbor Provisions of the Securities Litigation Reform Act In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 (the

EXHIBIT 99.1 Cautionary Statements for Purposes of the Safe Harbor Provisions of the Securities Litigation Reform Act In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 (the "Act"), SUPERVALU INC. (the "Company") is filing the cautionary statements set forth below, identifying important factors that could cause the Company's actual results to differ materially from those projected in forward-looking statements made by, or on behalf of the Company. When used in this Annual Report on Form 10-K for the fiscal year ended February 24, 2001 and in future filings by the Company with the Securities and Exchange Commission, in the Company's press releases, other communications, and in oral statements made by or with the approval of an authorized executive officer, the words or phrases "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project", "believe" or similar expressions are intended to identify forward-looking statements within the meaning of the Act. The following cautionary statements are for use as a reference to a readily available written document in connection with forward-looking statements as defined in the Act. These factors are in addition to any other cautionary statements, written or oral, which may be made or referred to in connection with any such forward-looking statement. Retail Food Business Risks The Company's retail food segment faces risks which may prevent the Company from maintaining or increasing retail sales and earnings including: competition from other retail chains, supercenters, non-traditional competitors and emerging alternative formats; operating risks of retail operations; potential work disruptions from labor disputes; and the adverse impact from the entry of other retail chains, supercenters and non-traditional or emerging competitors into markets where the Company has a retail concentration. Food Distribution Business Risks The Company's sales and earnings in its food distribution operations are dependent on (i) the Company's ability to attract new customers and retain existing customers; (ii) the success of its customers in competing with other retail chains, supercenters, and non-traditional competitors; and (iii) its ability to control costs. While the Company believes that its efforts will enable it to attain its goals, certain factors could adversely impact the Company's results, including: declines in sales to its independent retailer customer base due to competition and other factors; consolidations of retailers or competitors; increased self-distribution by chain retailers; increases in operating costs; increases in credit risk associated with open accounts and financing activities with independent retailers; potential work disruptions from labor disputes; and the entry of new or non-traditional distribution systems into the industry. In addition, on June 30, 2001, the Company's supply agreement with Kmart Corporation will terminate. The earnings impact from the elimination of this business is dependent on a number of variables including, the transition process to a new supplier, Kmart's potential need for extended services beyond the current contract period, and overall "ramp down" costs. While the Company has forecasted that the loss of the Kmart business, which generates annual revenues of approximately $2.5 billion, will impact earnings per share for fiscal 2002 in the range of $.018 to $0.22, including ramp down costs, actual results may differ. Ramp down costs include expenses related to the transfer of inventory, the reallocation of transportation fleet and warehousing equipment, and employee transition costs. 1

Restructuring Activities On April 4, 2001, the Company announced that as a result of a company-wide asset review undertaken to identify assets that do not meet return objectives, provide long-term strategic opportunities, or justify additional capital improvement, it would consolidate certain distribution facilities, exit certain non-core retail markets, dispose of under-performing retail stores, reduce its workforce and write-off other items. The Company expects these restructuring activities to generate approximately $60 million of free cash flow, which reflects cash proceeds from asset sales and working capital reductions. The Company estimates that the earnings per share benefit of these activities will be minimal in fiscal 2002 and will contribute $0.07 to $0.09 to earnings per share by fiscal

Restructuring Activities On April 4, 2001, the Company announced that as a result of a company-wide asset review undertaken to identify assets that do not meet return objectives, provide long-term strategic opportunities, or justify additional capital improvement, it would consolidate certain distribution facilities, exit certain non-core retail markets, dispose of under-performing retail stores, reduce its workforce and write-off other items. The Company expects these restructuring activities to generate approximately $60 million of free cash flow, which reflects cash proceeds from asset sales and working capital reductions. The Company estimates that the earnings per share benefit of these activities will be minimal in fiscal 2002 and will contribute $0.07 to $0.09 to earnings per share by fiscal 2003. However, the timing of targeted asset sales as well as the Company's ability to realize the anticipated benefits of such sales and working capital reductions may affect the Company's ability to realize the full benefits of these restructuring activities and impact the Company's future financial results. Risks of Expansion and Acquisitions The Company intends to continue to grow its retail and distribution businesses through new store openings, new affiliations and in part through acquisitions. Expansion is subject to a number of risks, including the adequacy of the Company's capital resources; the location of suitable store or distribution center sites and the negotiation of acceptable lease terms; and the ability to hire and train employees. In addition, acquisitions involve a number of special risks, including: making acquisitions at acceptable rates of return; the diversion of management's attention to assimilation of the operations and integration of personnel of the acquired business; possible costs and other risks of integrating or adapting operational systems; potential adverse short- term effects on the Company's operating results; and amortization of acquired intangible assets. Liquidity Management expects that the Company will continue to replenish operating assets and reduce aggregate debt with internally generated funds and capital leases unless additional funds are necessary to complete acquisitions. If capital spending significantly exceeds anticipated capital needs, additional funding could be required from other sources. In addition, acquisitions could affect the Company's borrowing costs and future financial flexibility. In April 2001, Moody's Investors Service, Inc. reduced the company's long-term debt ratings from Baa1 to Baa3. Moody's also lowered the company's short-term debt ratings from P2 to P3. The company's access to the commercial paper market has been reduced as a result of these ratings changes. Litigation While the Company believes that it is currently not subject to any material litigation, the costs and other effects of legal and administrative cases and proceedings, and settlements, are impossible to predict with certainty. The foregoing should not be construed as exhaustive and the Company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. 2


								
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