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Supervalu Inc. Grantor Trust - SUPERVALU INC - 10-23-1998

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Supervalu Inc. Grantor Trust - SUPERVALU INC - 10-23-1998 Powered By Docstoc
					1 EXHIBIT (10)d AMENDED AND RESTATED SUPERVALU INC. GRANTOR TRUST This Trust Agreement is made as of this 3rd day of August, 1998, by and between SUPERVALU INC., a Delaware corporation (the "Company"), and Norwest Bank Minnesota, N.A. (the "Trustee"). This Trust Agreement provides for the establishment of a trust to be known as the Amended and Restated SUPERVALU INC. Grantor Trust (hereinafter called the "Trust") to provide a source for payments required to be made under the contracts, agreements and plans listed on Exhibit A as amended from time to time (the "Agreements") between the Company and certain of its key management personnel or members of its Board of Directors who participate in, or are signatories to, the Agreements (the "Participants"). This Trust Agreement is intended to amend and restate the Super Value Stores, Inc. Agreements and Plans Trust. WITNESSETH: WHEREAS, the Company wishes to establish the Trust and to transfer to the Trust certain assets to be held therein, subject to the claims of the Company's creditors in the event of the Company's insolvency or bankruptcy, until paid to the Participants in such manner and at such time as specified in this Trust Agreement; and WHEREAS, it is the intention of the Company to make contributions in addition to the Initial Contribution (as defined below) (such additional contributions are referred to herein as

2 the "Additional Contributions" and, together with the Initial Contributions, collectively known as "Contributions") to the Trust upon or in anticipation of the occurrence of a Change of Control of the Company; WHEREAS, Super Valu Stores, Inc., the Company's predecessor, and Norwest Bank Minnesota, N.A., entered into a trust agreement entitled the Super Valu Stores, Inc. Agreement and Plans Trust (the "Prior Trust") as of November 4, 1988; WHEREAS, Section 10 of the Prior Trust permitted the Prior Trust to be amended prior to the time any "Additional Contribution" (as defined therein) was made, and no such Additional Contribution has heretofore been made; NOW, THEREFORE, the parties hereto do hereby amend and restate the Prior Trust and agree that the Trust shall be comprised, held and disposed of as follows: Section 1. Trust Fund (a) Subject to the claims of its creditors as set forth in Section 5, the Company hereby deposits with the Trustee in trust One Hundred Dollars ($100.00) (the "Initial Contribution") which shall become the initial principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. The Trustee shall have no obligation to invest the Initial Contribution in an interest-bearing account. (b) The Trust is intended to be a grantor trust, within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended (the "Code"), and shall be construed

3 accordingly. The purpose of the Trust is to assure that the Company's obligations to the Participants pursuant to

2 the "Additional Contributions" and, together with the Initial Contributions, collectively known as "Contributions") to the Trust upon or in anticipation of the occurrence of a Change of Control of the Company; WHEREAS, Super Valu Stores, Inc., the Company's predecessor, and Norwest Bank Minnesota, N.A., entered into a trust agreement entitled the Super Valu Stores, Inc. Agreement and Plans Trust (the "Prior Trust") as of November 4, 1988; WHEREAS, Section 10 of the Prior Trust permitted the Prior Trust to be amended prior to the time any "Additional Contribution" (as defined therein) was made, and no such Additional Contribution has heretofore been made; NOW, THEREFORE, the parties hereto do hereby amend and restate the Prior Trust and agree that the Trust shall be comprised, held and disposed of as follows: Section 1. Trust Fund (a) Subject to the claims of its creditors as set forth in Section 5, the Company hereby deposits with the Trustee in trust One Hundred Dollars ($100.00) (the "Initial Contribution") which shall become the initial principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. The Trustee shall have no obligation to invest the Initial Contribution in an interest-bearing account. (b) The Trust is intended to be a grantor trust, within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended (the "Code"), and shall be construed

3 accordingly. The purpose of the Trust is to assure that the Company's obligations to the Participants pursuant to the Agreements are fulfilled. The Trust is not designed to qualify under Section 401(a) of the Code. (c) The principal of the Trust, and any earnings thereon (such principal, together with any earnings thereon, reduced by any losses and distributions from the Trust and any other reductions thereof, is sometimes referred to herein as the "Trust Assets"), shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. The Participants and their beneficiaries shall not have any preferred claim on, or any beneficial ownership interest in, any of the Trust Assets, and all rights created under the Agreements and this Trust Agreement shall be mere unsecured contractual rights of the Participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors under federal and state law in the event the Company is "Insolvent", as defined in Section 6(a). (d) Subject to the third sentence of this paragraph, the Trustee shall have full discretion in and sole responsibility for investment, management and control of the Trust Assets. The nature of this Trust is such that the Trustee should only make either (i) short-term investments with a stated maturity of twelve months or less from the date of purchase by the Trustee or (ii) investments in whole life insurance policies. The Trust

4 Assets shall only be invested in whole life insurance policies, in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest rating from either Moody's Investors Service, Inc. or Standard & Poor's Corporation or a similar rating service, or in certificates of deposit, bank repurchase agreements or bankers acceptances (including those of the Trustee) of commercial banks with capital exceeding $1,000,000,000, the securities of which or the securities of the holding company of which are rated in the highest category by a nationally-recognized credit agency ("Permitted Investments") or in money-market funds which are invested solely in Permitted Investments. (e) The advisor to the Trust (the "Consulting Firm") shall be Hewitt Associates, or such successor firm of

3 accordingly. The purpose of the Trust is to assure that the Company's obligations to the Participants pursuant to the Agreements are fulfilled. The Trust is not designed to qualify under Section 401(a) of the Code. (c) The principal of the Trust, and any earnings thereon (such principal, together with any earnings thereon, reduced by any losses and distributions from the Trust and any other reductions thereof, is sometimes referred to herein as the "Trust Assets"), shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. The Participants and their beneficiaries shall not have any preferred claim on, or any beneficial ownership interest in, any of the Trust Assets, and all rights created under the Agreements and this Trust Agreement shall be mere unsecured contractual rights of the Participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors under federal and state law in the event the Company is "Insolvent", as defined in Section 6(a). (d) Subject to the third sentence of this paragraph, the Trustee shall have full discretion in and sole responsibility for investment, management and control of the Trust Assets. The nature of this Trust is such that the Trustee should only make either (i) short-term investments with a stated maturity of twelve months or less from the date of purchase by the Trustee or (ii) investments in whole life insurance policies. The Trust

4 Assets shall only be invested in whole life insurance policies, in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest rating from either Moody's Investors Service, Inc. or Standard & Poor's Corporation or a similar rating service, or in certificates of deposit, bank repurchase agreements or bankers acceptances (including those of the Trustee) of commercial banks with capital exceeding $1,000,000,000, the securities of which or the securities of the holding company of which are rated in the highest category by a nationally-recognized credit agency ("Permitted Investments") or in money-market funds which are invested solely in Permitted Investments. (e) The advisor to the Trust (the "Consulting Firm") shall be Hewitt Associates, or such successor firm of consulting actuaries as the Company shall select prior to a Change of Control, or after a Change of Control, such successor firm of consulting actuaries as the Trustee shall select. It is not intended that the Consulting Firm act in a fiduciary capacity under the Agreements or the Trust. Section 2. Contributions (a) The Company may make such Contributions to the Trust as the Board of Directors of the Company deems appropriate from time to time. (b) As soon as practicable following a Change of Control (as defined in Section 3(a) hereof), the Consulting Firm shall calculate the maximum aggregate amount due (or potentially due) in the event of a termination of employment or otherwise,

5 pursuant to each Agreement without regard to any reduction required under such Agreements to avoid any such payment being nondeductible to the Company pursuant to Section 280G of the Code (the aggregate of such amounts for all the Agreements is hereinafter referred to as the "Maximum Amount Payable"). The Consulting Firm shall promptly furnish such calculation to the Company and the Company shall have the obligation to make Additional Contributions to the Trust, and shall make Additional Contributions to the Trust, within three business days of the receipt of such calculation, in an amount equal to the excess (the "Excess"), if any, of the Maximum Amount Payable, plus an amount equal to the estimated total Trust expenses over the life of the Trust (as estimated by the Trustee), over the then fair market value of the Trust Assets; provided, however, that, if a letter of credit shall have been provided to the Trust for all or any part of such amount, the Company may direct the Trustee to draw down such letter of credit in any amount and may credit such amounts drawn down against amounts then due as Additional Contributions or as estimated expenses. If at any later time following a Change of

4 Assets shall only be invested in whole life insurance policies, in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest rating from either Moody's Investors Service, Inc. or Standard & Poor's Corporation or a similar rating service, or in certificates of deposit, bank repurchase agreements or bankers acceptances (including those of the Trustee) of commercial banks with capital exceeding $1,000,000,000, the securities of which or the securities of the holding company of which are rated in the highest category by a nationally-recognized credit agency ("Permitted Investments") or in money-market funds which are invested solely in Permitted Investments. (e) The advisor to the Trust (the "Consulting Firm") shall be Hewitt Associates, or such successor firm of consulting actuaries as the Company shall select prior to a Change of Control, or after a Change of Control, such successor firm of consulting actuaries as the Trustee shall select. It is not intended that the Consulting Firm act in a fiduciary capacity under the Agreements or the Trust. Section 2. Contributions (a) The Company may make such Contributions to the Trust as the Board of Directors of the Company deems appropriate from time to time. (b) As soon as practicable following a Change of Control (as defined in Section 3(a) hereof), the Consulting Firm shall calculate the maximum aggregate amount due (or potentially due) in the event of a termination of employment or otherwise,

5 pursuant to each Agreement without regard to any reduction required under such Agreements to avoid any such payment being nondeductible to the Company pursuant to Section 280G of the Code (the aggregate of such amounts for all the Agreements is hereinafter referred to as the "Maximum Amount Payable"). The Consulting Firm shall promptly furnish such calculation to the Company and the Company shall have the obligation to make Additional Contributions to the Trust, and shall make Additional Contributions to the Trust, within three business days of the receipt of such calculation, in an amount equal to the excess (the "Excess"), if any, of the Maximum Amount Payable, plus an amount equal to the estimated total Trust expenses over the life of the Trust (as estimated by the Trustee), over the then fair market value of the Trust Assets; provided, however, that, if a letter of credit shall have been provided to the Trust for all or any part of such amount, the Company may direct the Trustee to draw down such letter of credit in any amount and may credit such amounts drawn down against amounts then due as Additional Contributions or as estimated expenses. If at any later time following a Change of Control a valuation of the Trust Assets occurs pursuant to this Trust Agreement and it is determined by the Consulting Firm that an Excess shall exist, the Company shall promptly contribute such amount to the Trust as is necessary to eliminate the Excess, provided that, if a letter of credit shall have been provided to the Trust for all or any part of such amount, the Company may direct the Trustee to draw down such

6 letter of credit held by the Trust in any amount and may credit such amount drawn down against the amount so to be contributed. (c) Anything contained herein in Section 2(b) hereof to the contrary notwithstanding, in the event of a Potential Change of Control (as defined in Section 3(b) hereof), the Company shall have the obligation to make additional contributions to the Trust in an amount equal to the Excess or direct the Trustee to draw down a letter of credit held by the Trust in such amount. If a Change of Control shall not have occurred within ninety (90) days of a Contribution made pursuant to this Section 2(c) and the Board of Directors adopts a resolution to the effect that, for purposes of this Trust Agreement, a Change of Control is not imminent, any amounts contributed to the Trust pursuant to this Section 2 (c), together with any earnings thereon, shall be paid by the Trustee to the Company. (d) The Company shall make all required Contributions to the Trust in cash, except as provided in Section 2(g)

5 pursuant to each Agreement without regard to any reduction required under such Agreements to avoid any such payment being nondeductible to the Company pursuant to Section 280G of the Code (the aggregate of such amounts for all the Agreements is hereinafter referred to as the "Maximum Amount Payable"). The Consulting Firm shall promptly furnish such calculation to the Company and the Company shall have the obligation to make Additional Contributions to the Trust, and shall make Additional Contributions to the Trust, within three business days of the receipt of such calculation, in an amount equal to the excess (the "Excess"), if any, of the Maximum Amount Payable, plus an amount equal to the estimated total Trust expenses over the life of the Trust (as estimated by the Trustee), over the then fair market value of the Trust Assets; provided, however, that, if a letter of credit shall have been provided to the Trust for all or any part of such amount, the Company may direct the Trustee to draw down such letter of credit in any amount and may credit such amounts drawn down against amounts then due as Additional Contributions or as estimated expenses. If at any later time following a Change of Control a valuation of the Trust Assets occurs pursuant to this Trust Agreement and it is determined by the Consulting Firm that an Excess shall exist, the Company shall promptly contribute such amount to the Trust as is necessary to eliminate the Excess, provided that, if a letter of credit shall have been provided to the Trust for all or any part of such amount, the Company may direct the Trustee to draw down such

6 letter of credit held by the Trust in any amount and may credit such amount drawn down against the amount so to be contributed. (c) Anything contained herein in Section 2(b) hereof to the contrary notwithstanding, in the event of a Potential Change of Control (as defined in Section 3(b) hereof), the Company shall have the obligation to make additional contributions to the Trust in an amount equal to the Excess or direct the Trustee to draw down a letter of credit held by the Trust in such amount. If a Change of Control shall not have occurred within ninety (90) days of a Contribution made pursuant to this Section 2(c) and the Board of Directors adopts a resolution to the effect that, for purposes of this Trust Agreement, a Change of Control is not imminent, any amounts contributed to the Trust pursuant to this Section 2 (c), together with any earnings thereon, shall be paid by the Trustee to the Company. (d) The Company shall make all required Contributions to the Trust in cash, except as provided in Section 2(g) hereof. Alternatively, the Company may at any time provide the Trustee with an irrevocable and unconditional letter of credit sufficient for the Trustee to draw down an amount equal to all or any part of the required Contributions. Following a Change of Control, in the event such a letter of credit has been provided, then the Trust may draw down on such letter of credit at such times as the Trustee deems such a drawdown necessary to meet the Company's obligations pursuant to the Agreements. All Contributions so received (including any cash received on the drawdown of a Letter

7 of Credit), together with the income therefrom and any increment thereon, shall be held, managed and administered by the Trustee as a single commingled Trust pursuant to the terms of this Trust without distinction between principal and income. Neither the Trustee nor the Consulting Firm shall have any duty to require any Contributions to be made to the Trust by the Company or to determine that a Change of Control or Potential Change of Control has occurred. (e) Anything in Section 2 to the contrary notwithstanding, the Trustee shall return to the Company, as soon as feasible following the close of each calendar year, the excess, if any, of (i) the then aggregate fair market value of the Trust Assets over (ii) 150% of the Maximum Amount Payable, as determined by the Consulting Firm. (f) The Company may at any time or from time to time make additional deposits of cash (or property as provided in Section 2(g) below) in the Trust with the Trustee to augment the Trust Assets to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (g) In the event that prior to a Change of Control any of the Agreements is funded by the Company in whole or in

6 letter of credit held by the Trust in any amount and may credit such amount drawn down against the amount so to be contributed. (c) Anything contained herein in Section 2(b) hereof to the contrary notwithstanding, in the event of a Potential Change of Control (as defined in Section 3(b) hereof), the Company shall have the obligation to make additional contributions to the Trust in an amount equal to the Excess or direct the Trustee to draw down a letter of credit held by the Trust in such amount. If a Change of Control shall not have occurred within ninety (90) days of a Contribution made pursuant to this Section 2(c) and the Board of Directors adopts a resolution to the effect that, for purposes of this Trust Agreement, a Change of Control is not imminent, any amounts contributed to the Trust pursuant to this Section 2 (c), together with any earnings thereon, shall be paid by the Trustee to the Company. (d) The Company shall make all required Contributions to the Trust in cash, except as provided in Section 2(g) hereof. Alternatively, the Company may at any time provide the Trustee with an irrevocable and unconditional letter of credit sufficient for the Trustee to draw down an amount equal to all or any part of the required Contributions. Following a Change of Control, in the event such a letter of credit has been provided, then the Trust may draw down on such letter of credit at such times as the Trustee deems such a drawdown necessary to meet the Company's obligations pursuant to the Agreements. All Contributions so received (including any cash received on the drawdown of a Letter

7 of Credit), together with the income therefrom and any increment thereon, shall be held, managed and administered by the Trustee as a single commingled Trust pursuant to the terms of this Trust without distinction between principal and income. Neither the Trustee nor the Consulting Firm shall have any duty to require any Contributions to be made to the Trust by the Company or to determine that a Change of Control or Potential Change of Control has occurred. (e) Anything in Section 2 to the contrary notwithstanding, the Trustee shall return to the Company, as soon as feasible following the close of each calendar year, the excess, if any, of (i) the then aggregate fair market value of the Trust Assets over (ii) 150% of the Maximum Amount Payable, as determined by the Consulting Firm. (f) The Company may at any time or from time to time make additional deposits of cash (or property as provided in Section 2(g) below) in the Trust with the Trustee to augment the Trust Assets to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (g) In the event that prior to a Change of Control any of the Agreements is funded by the Company in whole or in part through contracts of insurance which are maintained by the Company expressly for the purpose of funding such Agreement and of which the Company is the named beneficiary, then, in lieu of an amount of cash equal to the maximum aggregate amount due pursuant to such Agreement and funded by such contract (as calculated by the Consulting Firm without regard to any reduction

8 required under such Agreements to avoid any such payment being nondeductible to the Company pursuant to Section 280G of the Code) the Company may transfer and contribute such contracts to the Trust (if permitted to do so under the terms of such contracts, the Company's other contracts and agreements, and applicable law), along with an amount in cash sufficient (as determined by the Consulting Firm) to pay all premiums and charges then owing or reasonably expected to become due by the Company or the Trust in respect of such contracts. In the event any such contract shall lapse, expire or terminate, or the amount of cash contributed to pay future premiums on any contract shall be insufficient, the Company shall promptly contribute an additional amount in cash equal to the maximum aggregate amount due pursuant to the Agreement funded by such contract (as calculated by the Consulting Firm without regard to any reduction required under such Agreements to avoid any such payment being nondeductible to the Company pursuant to Section 280G of the Code) reduced by contribution previously made in respect of such Agreement (other than for the payment of premiums on such

7 of Credit), together with the income therefrom and any increment thereon, shall be held, managed and administered by the Trustee as a single commingled Trust pursuant to the terms of this Trust without distinction between principal and income. Neither the Trustee nor the Consulting Firm shall have any duty to require any Contributions to be made to the Trust by the Company or to determine that a Change of Control or Potential Change of Control has occurred. (e) Anything in Section 2 to the contrary notwithstanding, the Trustee shall return to the Company, as soon as feasible following the close of each calendar year, the excess, if any, of (i) the then aggregate fair market value of the Trust Assets over (ii) 150% of the Maximum Amount Payable, as determined by the Consulting Firm. (f) The Company may at any time or from time to time make additional deposits of cash (or property as provided in Section 2(g) below) in the Trust with the Trustee to augment the Trust Assets to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (g) In the event that prior to a Change of Control any of the Agreements is funded by the Company in whole or in part through contracts of insurance which are maintained by the Company expressly for the purpose of funding such Agreement and of which the Company is the named beneficiary, then, in lieu of an amount of cash equal to the maximum aggregate amount due pursuant to such Agreement and funded by such contract (as calculated by the Consulting Firm without regard to any reduction

8 required under such Agreements to avoid any such payment being nondeductible to the Company pursuant to Section 280G of the Code) the Company may transfer and contribute such contracts to the Trust (if permitted to do so under the terms of such contracts, the Company's other contracts and agreements, and applicable law), along with an amount in cash sufficient (as determined by the Consulting Firm) to pay all premiums and charges then owing or reasonably expected to become due by the Company or the Trust in respect of such contracts. In the event any such contract shall lapse, expire or terminate, or the amount of cash contributed to pay future premiums on any contract shall be insufficient, the Company shall promptly contribute an additional amount in cash equal to the maximum aggregate amount due pursuant to the Agreement funded by such contract (as calculated by the Consulting Firm without regard to any reduction required under such Agreements to avoid any such payment being nondeductible to the Company pursuant to Section 280G of the Code) reduced by contribution previously made in respect of such Agreement (other than for the payment of premiums on such contract). Section 3. Change of Control (a) For purposes of this Trust Agreement, a "Change of Control" shall mean: (i) 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")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to

9 vote generally in the election of directors; provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control; (A) any acquisition directly from the Company or (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (ii) the consummation of any merger or other business combination of the Company, sale or lease of the Company's assets or combination of the foregoing transactions (the "Transactions"), other than a Transaction immediately following which the shareholders of the Company and any trustee or fiduciary of any Company

8 required under such Agreements to avoid any such payment being nondeductible to the Company pursuant to Section 280G of the Code) the Company may transfer and contribute such contracts to the Trust (if permitted to do so under the terms of such contracts, the Company's other contracts and agreements, and applicable law), along with an amount in cash sufficient (as determined by the Consulting Firm) to pay all premiums and charges then owing or reasonably expected to become due by the Company or the Trust in respect of such contracts. In the event any such contract shall lapse, expire or terminate, or the amount of cash contributed to pay future premiums on any contract shall be insufficient, the Company shall promptly contribute an additional amount in cash equal to the maximum aggregate amount due pursuant to the Agreement funded by such contract (as calculated by the Consulting Firm without regard to any reduction required under such Agreements to avoid any such payment being nondeductible to the Company pursuant to Section 280G of the Code) reduced by contribution previously made in respect of such Agreement (other than for the payment of premiums on such contract). Section 3. Change of Control (a) For purposes of this Trust Agreement, a "Change of Control" shall mean: (i) 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")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to

9 vote generally in the election of directors; provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control; (A) any acquisition directly from the Company or (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (ii) the consummation of any merger or other business combination of the Company, sale or lease of the Company's assets or combination of the foregoing transactions (the "Transactions"), other than a Transaction immediately following which the shareholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own at least 60% of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser or lessee of the Company's assets; or (C) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; (iii) within any 24 month period, the persons who were directors immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least three-fourths of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change of Control or engage in a proxy or other control contest); or (iv) such other event or transaction as the Board shall determine constitutes a Change of Control. (b) For purposes of this Agreement, a Potential Change of Control shall be deemed to have occurred if (i) any third person commences a tender or exchange offer for 20% or more of the then outstanding shares of common stock or combined voting power of the Company's outstanding voting securities (other than a tender or exchange offer which, if consummated, would not result in a Change of Control); (ii) the Company enters into an

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9 vote generally in the election of directors; provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control; (A) any acquisition directly from the Company or (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (ii) the consummation of any merger or other business combination of the Company, sale or lease of the Company's assets or combination of the foregoing transactions (the "Transactions"), other than a Transaction immediately following which the shareholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own at least 60% of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser or lessee of the Company's assets; or (C) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; (iii) within any 24 month period, the persons who were directors immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least three-fourths of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change of Control or engage in a proxy or other control contest); or (iv) such other event or transaction as the Board shall determine constitutes a Change of Control. (b) For purposes of this Agreement, a Potential Change of Control shall be deemed to have occurred if (i) any third person commences a tender or exchange offer for 20% or more of the then outstanding shares of common stock or combined voting power of the Company's outstanding voting securities (other than a tender or exchange offer which, if consummated, would not result in a Change of Control); (ii) the Company enters into an

10 agreement, the consummation of which would result in the occurrence of a Change of Control; (iii) any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change of Control; or (iv) the Board of Directors adopts a resolution to the effect that, for purposes of this Trust Agreement, a Change of Control is imminent. (c) The Company shall have a duty to inform the Trustee whenever, to the knowledge of the Company, a Change of Control or Potential Change of Control has occurred. If any two Participants notify the Trustee in writing that a Change of Control has occurred then, unless, in the opinion of nationally recognized counsel to the Company (which opinion may be based on representations of fact as long as counsel does not know that such representations are untrue) such a Change of Control has not occurred, a Change of Control will be deemed to have occurred for purposes of this Trust Agreement. The Trustee shall notify the Company promptly upon receipt of any notification from a Participant that a Change of Control has occurred. Section 4. Accounting by the Trustee and Consulting Firm (a) The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be done, including such specific records as shall be agreed upon in writing between the Company and the Trustee. Within sixty (60) days following the close of each calendar year and within sixty (60) days after the removal

11 or resignation of the Trustee, the Trustee shall deliver to the Company and the Consulting Firm a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other

10 agreement, the consummation of which would result in the occurrence of a Change of Control; (iii) any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change of Control; or (iv) the Board of Directors adopts a resolution to the effect that, for purposes of this Trust Agreement, a Change of Control is imminent. (c) The Company shall have a duty to inform the Trustee whenever, to the knowledge of the Company, a Change of Control or Potential Change of Control has occurred. If any two Participants notify the Trustee in writing that a Change of Control has occurred then, unless, in the opinion of nationally recognized counsel to the Company (which opinion may be based on representations of fact as long as counsel does not know that such representations are untrue) such a Change of Control has not occurred, a Change of Control will be deemed to have occurred for purposes of this Trust Agreement. The Trustee shall notify the Company promptly upon receipt of any notification from a Participant that a Change of Control has occurred. Section 4. Accounting by the Trustee and Consulting Firm (a) The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be done, including such specific records as shall be agreed upon in writing between the Company and the Trustee. Within sixty (60) days following the close of each calendar year and within sixty (60) days after the removal

11 or resignation of the Trustee, the Trustee shall deliver to the Company and the Consulting Firm a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be, and the book and fair market value of any such asset. The Consulting Firm shall send a copy of such written account to each Participant at the address provided by the Company. (b) As soon as practicable following a Change of Control of the Company, the Consulting Firm shall establish and maintain a memorandum account for each Participant and with respect to each Agreement applicable to the Participant or with respect to which the Participant is a participant (the "Participant's Account"). As soon as practicable following a Change of Control, the Consulting Firm shall calculate the amount which would be due to each Participant pursuant to each Agreement applicable to such Participant or pursuant to which the Participant is a participant upon satisfaction of the conditions (including any termination of employment triggering severance or other benefits under an Agreement) under such Agreement which

12 give rise to the obligation of the Company to pay such amount to the Participant (the "Agreement Payments"). The Consulting Firm shall credit each Participant's Account with the Agreement Payments and shall debit the Participant's Account with any amounts paid to the Participant with respect to an Agreement by the Company or the Trustee. (c) The Company shall furnish the Consulting Firm with copies of each Agreement and any and all amendments thereto. The Company will promptly provide the Consulting Firm with a copy of any notice of termination required pursuant to the terms of any of the Agreements with respect to any Participant and will also promptly provide the Consulting Firm with any and all additional information the Consulting Firm reasonably requests or the Company believes would be useful to the Consulting Firm in order to enable the Consulting Firm to determine the amount of Agreement Payments with respect to each Participant and to effect such payment and will promptly update such information as it changes. The Company will use its best efforts to cause each Participant to provide the Consulting Firm with all information that it may reasonably request in order to determine the amount of Agreement Payments with respect to the Participant. The Trustee shall notify the Consulting Firm of any payment

11 or resignation of the Trustee, the Trustee shall deliver to the Company and the Consulting Firm a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be, and the book and fair market value of any such asset. The Consulting Firm shall send a copy of such written account to each Participant at the address provided by the Company. (b) As soon as practicable following a Change of Control of the Company, the Consulting Firm shall establish and maintain a memorandum account for each Participant and with respect to each Agreement applicable to the Participant or with respect to which the Participant is a participant (the "Participant's Account"). As soon as practicable following a Change of Control, the Consulting Firm shall calculate the amount which would be due to each Participant pursuant to each Agreement applicable to such Participant or pursuant to which the Participant is a participant upon satisfaction of the conditions (including any termination of employment triggering severance or other benefits under an Agreement) under such Agreement which

12 give rise to the obligation of the Company to pay such amount to the Participant (the "Agreement Payments"). The Consulting Firm shall credit each Participant's Account with the Agreement Payments and shall debit the Participant's Account with any amounts paid to the Participant with respect to an Agreement by the Company or the Trustee. (c) The Company shall furnish the Consulting Firm with copies of each Agreement and any and all amendments thereto. The Company will promptly provide the Consulting Firm with a copy of any notice of termination required pursuant to the terms of any of the Agreements with respect to any Participant and will also promptly provide the Consulting Firm with any and all additional information the Consulting Firm reasonably requests or the Company believes would be useful to the Consulting Firm in order to enable the Consulting Firm to determine the amount of Agreement Payments with respect to each Participant and to effect such payment and will promptly update such information as it changes. The Company will use its best efforts to cause each Participant to provide the Consulting Firm with all information that it may reasonably request in order to determine the amount of Agreement Payments with respect to the Participant. The Trustee shall notify the Consulting Firm of any payment made from the Trust to the Participant or the Participant's beneficiaries pursuant to the terms of an Agreement and the Company shall notify the Consulting Firm of any other payment pursuant to the terms of an Agreement, in each case, so that the Consulting Firm may debit the Participant's Account.

13 (d) All accounts, books and records maintained pursuant to Section 4 shall be opened to inspection and audit at all reasonable times by the Company and on an annual basis, after receipt of the written account described in the next sentence, by the Participants; provided, however, that no Participant shall have access to information about another Participant's Account other than in the normal course of performing his duties as an employee of the Company. (e) The fair market value of the Trust Assets shall be determined by the Trustee whenever required pursuant to this Trust Agreement, but in any event not less than quarterly. The Trustee may base such determination upon such sources of information as it may deem reliable including, but not limited to, information reported in (i) newspapers of general circulation, (ii) standard financial periodicals or publications, (iii) statistical and valuation services, (iv) the records of securities exchanges or brokerage firms deemed by the Trustee to be reliable, or any combination thereof. The Trustee shall promptly inform the Consulting Firm of any such valuation. Section 5. Payments to the Participants

12 give rise to the obligation of the Company to pay such amount to the Participant (the "Agreement Payments"). The Consulting Firm shall credit each Participant's Account with the Agreement Payments and shall debit the Participant's Account with any amounts paid to the Participant with respect to an Agreement by the Company or the Trustee. (c) The Company shall furnish the Consulting Firm with copies of each Agreement and any and all amendments thereto. The Company will promptly provide the Consulting Firm with a copy of any notice of termination required pursuant to the terms of any of the Agreements with respect to any Participant and will also promptly provide the Consulting Firm with any and all additional information the Consulting Firm reasonably requests or the Company believes would be useful to the Consulting Firm in order to enable the Consulting Firm to determine the amount of Agreement Payments with respect to each Participant and to effect such payment and will promptly update such information as it changes. The Company will use its best efforts to cause each Participant to provide the Consulting Firm with all information that it may reasonably request in order to determine the amount of Agreement Payments with respect to the Participant. The Trustee shall notify the Consulting Firm of any payment made from the Trust to the Participant or the Participant's beneficiaries pursuant to the terms of an Agreement and the Company shall notify the Consulting Firm of any other payment pursuant to the terms of an Agreement, in each case, so that the Consulting Firm may debit the Participant's Account.

13 (d) All accounts, books and records maintained pursuant to Section 4 shall be opened to inspection and audit at all reasonable times by the Company and on an annual basis, after receipt of the written account described in the next sentence, by the Participants; provided, however, that no Participant shall have access to information about another Participant's Account other than in the normal course of performing his duties as an employee of the Company. (e) The fair market value of the Trust Assets shall be determined by the Trustee whenever required pursuant to this Trust Agreement, but in any event not less than quarterly. The Trustee may base such determination upon such sources of information as it may deem reliable including, but not limited to, information reported in (i) newspapers of general circulation, (ii) standard financial periodicals or publications, (iii) statistical and valuation services, (iv) the records of securities exchanges or brokerage firms deemed by the Trustee to be reliable, or any combination thereof. The Trustee shall promptly inform the Consulting Firm of any such valuation. Section 5. Payments to the Participants (a) The Trustee shall make payments to the Participants from the Trust Assets, if and to the extent such Trust Assets are available for distribution, in accordance with the provisions of this Trust Agreement, provided that the Company is not Insolvent (as defined in Section 6(a)) at the time any such payment is required to be made.

14 (b) Subject to Section 5(a) hereof, upon receipt of a "Notice of Qualification" (as defined below) with respect to a Participant (or by the Participant's beneficiary or beneficiaries), the Consulting Firm shall, within five business days of such demand, direct the Trustee to pay the Participant (or such beneficiary or beneficiaries) an amount, in cash, equal to the lesser of the amount the Consulting Firm has determined to be due and payable to the Participant or the then credit balance in the Participant's Account; provided, however, that if the aggregate of the then credit balances in the Participants' Accounts exceeds the then fair market value of the Trust Assets, then the Consulting Firm shall direct the Trustee to pay to the Participant (or the Participant's beneficiary or beneficiaries) the lesser of the amount the Consulting Firm has determined to be due and payable to the Participant or such portion of the credit balance in the Participant's Account which is equal to (a) the full credit balance in the Participant's Account multiplied by (b) a fraction (i) the numerator of which is the then fair market value of the Trust Assets and (ii) the denominator of which is the aggregate of the then credit balances in the Participants' Accounts.

13 (d) All accounts, books and records maintained pursuant to Section 4 shall be opened to inspection and audit at all reasonable times by the Company and on an annual basis, after receipt of the written account described in the next sentence, by the Participants; provided, however, that no Participant shall have access to information about another Participant's Account other than in the normal course of performing his duties as an employee of the Company. (e) The fair market value of the Trust Assets shall be determined by the Trustee whenever required pursuant to this Trust Agreement, but in any event not less than quarterly. The Trustee may base such determination upon such sources of information as it may deem reliable including, but not limited to, information reported in (i) newspapers of general circulation, (ii) standard financial periodicals or publications, (iii) statistical and valuation services, (iv) the records of securities exchanges or brokerage firms deemed by the Trustee to be reliable, or any combination thereof. The Trustee shall promptly inform the Consulting Firm of any such valuation. Section 5. Payments to the Participants (a) The Trustee shall make payments to the Participants from the Trust Assets, if and to the extent such Trust Assets are available for distribution, in accordance with the provisions of this Trust Agreement, provided that the Company is not Insolvent (as defined in Section 6(a)) at the time any such payment is required to be made.

14 (b) Subject to Section 5(a) hereof, upon receipt of a "Notice of Qualification" (as defined below) with respect to a Participant (or by the Participant's beneficiary or beneficiaries), the Consulting Firm shall, within five business days of such demand, direct the Trustee to pay the Participant (or such beneficiary or beneficiaries) an amount, in cash, equal to the lesser of the amount the Consulting Firm has determined to be due and payable to the Participant or the then credit balance in the Participant's Account; provided, however, that if the aggregate of the then credit balances in the Participants' Accounts exceeds the then fair market value of the Trust Assets, then the Consulting Firm shall direct the Trustee to pay to the Participant (or the Participant's beneficiary or beneficiaries) the lesser of the amount the Consulting Firm has determined to be due and payable to the Participant or such portion of the credit balance in the Participant's Account which is equal to (a) the full credit balance in the Participant's Account multiplied by (b) a fraction (i) the numerator of which is the then fair market value of the Trust Assets and (ii) the denominator of which is the aggregate of the then credit balances in the Participants' Accounts. (c) Whenever the Consulting Firm notifies the Trustee that it has received a Notice of Qualification from a Participant or beneficiary, the Trustee shall supply the Consulting Firm with the current fair market value of the Trust Assets within five business days so that the Consulting Firm may make the determination required hereunder. The Trustee shall pay the

15 Participant (or the Participant's beneficiary or beneficiaries) the amount set forth in the notice from the Consulting Firm within ten calendar days of receiving notice from the Consulting Firm. (d) For the purposes of this Trust Agreement, a "Notice of Qualification" shall be a written statement by the Participant or the Participant's beneficiary or beneficiaries that states that pursuant to the terms of the Agreement applicable to such Participant or pursuant to which the Participant is a participant, the Participant or the Participant's beneficiary or beneficiaries is entitled to payment thereunder. The Consulting Firm shall make a reasonable good faith determination as to whether the conclusion of the Participant or the Participant's beneficiary or beneficiaries is correct and whether any payment so demanded is proper and correct. (e) Anything in this Trust Agreement to the contrary notwithstanding, all payments pursuant to this Section 5 may be made without the approval or direction of the Company, shall be made despite any direction to the contrary by the Company and shall be made upon the direction of the Consulting Firm.

14 (b) Subject to Section 5(a) hereof, upon receipt of a "Notice of Qualification" (as defined below) with respect to a Participant (or by the Participant's beneficiary or beneficiaries), the Consulting Firm shall, within five business days of such demand, direct the Trustee to pay the Participant (or such beneficiary or beneficiaries) an amount, in cash, equal to the lesser of the amount the Consulting Firm has determined to be due and payable to the Participant or the then credit balance in the Participant's Account; provided, however, that if the aggregate of the then credit balances in the Participants' Accounts exceeds the then fair market value of the Trust Assets, then the Consulting Firm shall direct the Trustee to pay to the Participant (or the Participant's beneficiary or beneficiaries) the lesser of the amount the Consulting Firm has determined to be due and payable to the Participant or such portion of the credit balance in the Participant's Account which is equal to (a) the full credit balance in the Participant's Account multiplied by (b) a fraction (i) the numerator of which is the then fair market value of the Trust Assets and (ii) the denominator of which is the aggregate of the then credit balances in the Participants' Accounts. (c) Whenever the Consulting Firm notifies the Trustee that it has received a Notice of Qualification from a Participant or beneficiary, the Trustee shall supply the Consulting Firm with the current fair market value of the Trust Assets within five business days so that the Consulting Firm may make the determination required hereunder. The Trustee shall pay the

15 Participant (or the Participant's beneficiary or beneficiaries) the amount set forth in the notice from the Consulting Firm within ten calendar days of receiving notice from the Consulting Firm. (d) For the purposes of this Trust Agreement, a "Notice of Qualification" shall be a written statement by the Participant or the Participant's beneficiary or beneficiaries that states that pursuant to the terms of the Agreement applicable to such Participant or pursuant to which the Participant is a participant, the Participant or the Participant's beneficiary or beneficiaries is entitled to payment thereunder. The Consulting Firm shall make a reasonable good faith determination as to whether the conclusion of the Participant or the Participant's beneficiary or beneficiaries is correct and whether any payment so demanded is proper and correct. (e) Anything in this Trust Agreement to the contrary notwithstanding, all payments pursuant to this Section 5 may be made without the approval or direction of the Company, shall be made despite any direction to the contrary by the Company and shall be made upon the direction of the Consulting Firm. (f) If the Trust Assets are not sufficient to make all payments to the Participants required to be made pursuant to the terms of the Agreements, the Company shall pay to each Participant the balance of each such payment as it falls due. If such payments are not made by the Company, and the Trust later contains sufficient Trust Assets to make such payments, they

16 shall be made from the Trust Assets, together with interest at the rate determined pursuant to Section 1274(d) of the Code (the "Applicable Rate"), subject to the requirements of Sections 5(a) and 5(b) hereof. Section 6. Trustee Responsibility Regarding Payments to Trust Beneficiary When Company Insolvent (a) The Company shall be considered "Insolvent" for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they become due, or (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code or any similar law of any state. (b) At all times during the continuance of this Trust, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as hereinafter set forth. The Board and the chief executive officer of the Company shall have the duty to inform the Trustee in writing of the Company's Insolvency. If a person claiming to be a creditor of the Company alleges in writing to the Trustee that the

15 Participant (or the Participant's beneficiary or beneficiaries) the amount set forth in the notice from the Consulting Firm within ten calendar days of receiving notice from the Consulting Firm. (d) For the purposes of this Trust Agreement, a "Notice of Qualification" shall be a written statement by the Participant or the Participant's beneficiary or beneficiaries that states that pursuant to the terms of the Agreement applicable to such Participant or pursuant to which the Participant is a participant, the Participant or the Participant's beneficiary or beneficiaries is entitled to payment thereunder. The Consulting Firm shall make a reasonable good faith determination as to whether the conclusion of the Participant or the Participant's beneficiary or beneficiaries is correct and whether any payment so demanded is proper and correct. (e) Anything in this Trust Agreement to the contrary notwithstanding, all payments pursuant to this Section 5 may be made without the approval or direction of the Company, shall be made despite any direction to the contrary by the Company and shall be made upon the direction of the Consulting Firm. (f) If the Trust Assets are not sufficient to make all payments to the Participants required to be made pursuant to the terms of the Agreements, the Company shall pay to each Participant the balance of each such payment as it falls due. If such payments are not made by the Company, and the Trust later contains sufficient Trust Assets to make such payments, they

16 shall be made from the Trust Assets, together with interest at the rate determined pursuant to Section 1274(d) of the Code (the "Applicable Rate"), subject to the requirements of Sections 5(a) and 5(b) hereof. Section 6. Trustee Responsibility Regarding Payments to Trust Beneficiary When Company Insolvent (a) The Company shall be considered "Insolvent" for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they become due, or (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code or any similar law of any state. (b) At all times during the continuance of this Trust, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as hereinafter set forth. The Board and the chief executive officer of the Company shall have the duty to inform the Trustee in writing of the Company's Insolvency. If a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company has become Insolvent, the Trustee shall independently determine, within thirty (30) days after receipt of such notice, whether the Company is Insolvent and, pending such determination, the Trustee shall discontinue payments to the Participants, shall hold the Trust Assets for the potential benefit of the Company's general creditors, and shall resume payments to the Participants in accordance with Section 5 of this Trust Agreement only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent, if the

17 Trustee initially determines the Company to be Insolvent). If the Trustee, after the expiration of such thirty (30) days, in good faith and with the advice of such advisors as may be retained pursuant to Section 7 hereof, is unable to determine whether the Company is Insolvent, the Trustee (i) shall so notify the Company and the Consulting Firm in writing (and the Consulting Firm shall promptly notify the Participants and their beneficiaries at the addresses supplied by the Company) and any of the Trustee, the Company or any of the Participants or any of their beneficiaries may apply to any court of competent jurisdiction for a determination, for purposes of this Trust, as to whether or not the Company is Insolvent, and (ii) the Trustee shall thereupon hold the Trust Assets pursuant to the terms of this Trust Agreement pending the determination of such court. Unless the Trustee has actual knowledge, or has received notice from the Company or a person claiming to be a creditor alleging that the Company is Insolvent, the Trustee shall have no duty to inquire whether the Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Company's solvency as may be furnished to the Trustee

16 shall be made from the Trust Assets, together with interest at the rate determined pursuant to Section 1274(d) of the Code (the "Applicable Rate"), subject to the requirements of Sections 5(a) and 5(b) hereof. Section 6. Trustee Responsibility Regarding Payments to Trust Beneficiary When Company Insolvent (a) The Company shall be considered "Insolvent" for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they become due, or (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code or any similar law of any state. (b) At all times during the continuance of this Trust, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as hereinafter set forth. The Board and the chief executive officer of the Company shall have the duty to inform the Trustee in writing of the Company's Insolvency. If a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company has become Insolvent, the Trustee shall independently determine, within thirty (30) days after receipt of such notice, whether the Company is Insolvent and, pending such determination, the Trustee shall discontinue payments to the Participants, shall hold the Trust Assets for the potential benefit of the Company's general creditors, and shall resume payments to the Participants in accordance with Section 5 of this Trust Agreement only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent, if the

17 Trustee initially determines the Company to be Insolvent). If the Trustee, after the expiration of such thirty (30) days, in good faith and with the advice of such advisors as may be retained pursuant to Section 7 hereof, is unable to determine whether the Company is Insolvent, the Trustee (i) shall so notify the Company and the Consulting Firm in writing (and the Consulting Firm shall promptly notify the Participants and their beneficiaries at the addresses supplied by the Company) and any of the Trustee, the Company or any of the Participants or any of their beneficiaries may apply to any court of competent jurisdiction for a determination, for purposes of this Trust, as to whether or not the Company is Insolvent, and (ii) the Trustee shall thereupon hold the Trust Assets pursuant to the terms of this Trust Agreement pending the determination of such court. Unless the Trustee has actual knowledge, or has received notice from the Company or a person claiming to be a creditor alleging that the Company is Insolvent, the Trustee shall have no duty to inquire whether the Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Company's solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Company's solvency. Nothing in this Trust Agreement shall in any way diminish any rights of a Participant to pursue his rights as a general creditor of the Company with respect to the Agreements or otherwise. (c) If the Trustee discontinues payments from the Trust to any Participant or beneficiary pursuant to Section 6(b)

18 and subsequently resumes such payments, the first payment following such discontinuance shall, subject to Sections 5(a) and 5(b) hereof, include the aggregate amount of all payments which would have been made to the Participant or beneficiary (together with interest on the amount delayed at the Applicable Rate) during the period of such discontinuance, less the aggregate amount of payments made to each such Participant or beneficiary by the Company in lieu of the payments provided for hereunder during any such period of discontinuance, as certified to the Trustee by the Consulting Firm. Section 7. Responsibility of Trustee and the Consulting Firm (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone for any action taken pursuant to a direction, request, or approval given by the Company or any Participant contemplated

17 Trustee initially determines the Company to be Insolvent). If the Trustee, after the expiration of such thirty (30) days, in good faith and with the advice of such advisors as may be retained pursuant to Section 7 hereof, is unable to determine whether the Company is Insolvent, the Trustee (i) shall so notify the Company and the Consulting Firm in writing (and the Consulting Firm shall promptly notify the Participants and their beneficiaries at the addresses supplied by the Company) and any of the Trustee, the Company or any of the Participants or any of their beneficiaries may apply to any court of competent jurisdiction for a determination, for purposes of this Trust, as to whether or not the Company is Insolvent, and (ii) the Trustee shall thereupon hold the Trust Assets pursuant to the terms of this Trust Agreement pending the determination of such court. Unless the Trustee has actual knowledge, or has received notice from the Company or a person claiming to be a creditor alleging that the Company is Insolvent, the Trustee shall have no duty to inquire whether the Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Company's solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Company's solvency. Nothing in this Trust Agreement shall in any way diminish any rights of a Participant to pursue his rights as a general creditor of the Company with respect to the Agreements or otherwise. (c) If the Trustee discontinues payments from the Trust to any Participant or beneficiary pursuant to Section 6(b)

18 and subsequently resumes such payments, the first payment following such discontinuance shall, subject to Sections 5(a) and 5(b) hereof, include the aggregate amount of all payments which would have been made to the Participant or beneficiary (together with interest on the amount delayed at the Applicable Rate) during the period of such discontinuance, less the aggregate amount of payments made to each such Participant or beneficiary by the Company in lieu of the payments provided for hereunder during any such period of discontinuance, as certified to the Trustee by the Consulting Firm. Section 7. Responsibility of Trustee and the Consulting Firm (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone for any action taken pursuant to a direction, request, or approval given by the Company or any Participant contemplated by and complying with the terms of this Trust Agreement. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust Agreement, the Company hereby agrees to indemnify the Trustee for its reasonable costs, expenses, and liability (including, without limitation, reasonable attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not

19 pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust Assets. (c) The Trustee and the Consulting Firm may consult with legal counsel (who may also be counsel for the Trustee or the Consulting Firm generally) with respect to any of its duties or obligations hereunder, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel. (d) The Trustee may hire agents, accountants, and financial consultants. (e) The Trustee is authorized and empowered: (i) to purchase, hold, sell, invest and reinvest the assets of the Trust, together with income therefrom; (ii) to hold, manage and control all property at any time forming part of the assets of the Trust;

18 and subsequently resumes such payments, the first payment following such discontinuance shall, subject to Sections 5(a) and 5(b) hereof, include the aggregate amount of all payments which would have been made to the Participant or beneficiary (together with interest on the amount delayed at the Applicable Rate) during the period of such discontinuance, less the aggregate amount of payments made to each such Participant or beneficiary by the Company in lieu of the payments provided for hereunder during any such period of discontinuance, as certified to the Trustee by the Consulting Firm. Section 7. Responsibility of Trustee and the Consulting Firm (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone for any action taken pursuant to a direction, request, or approval given by the Company or any Participant contemplated by and complying with the terms of this Trust Agreement. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust Agreement, the Company hereby agrees to indemnify the Trustee for its reasonable costs, expenses, and liability (including, without limitation, reasonable attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not

19 pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust Assets. (c) The Trustee and the Consulting Firm may consult with legal counsel (who may also be counsel for the Trustee or the Consulting Firm generally) with respect to any of its duties or obligations hereunder, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel. (d) The Trustee may hire agents, accountants, and financial consultants. (e) The Trustee is authorized and empowered: (i) to purchase, hold, sell, invest and reinvest the assets of the Trust, together with income therefrom; (ii) to hold, manage and control all property at any time forming part of the assets of the Trust; (iii) to sell, convey, transfer, exchange and otherwise dispose of the assets of the Trust from time to time in such manner, for such consideration and upon such terms and conditions as it shall determine; provided, however, that if the Trust holds an insurance policy, the Trustee may only name the Trust as a beneficiary and can assign the policy only to a successor trust; (iv) to make payments from the Trust as provided hereunder; and (v) to exercise all the further rights, powers, options and privileges granted, provided for or vested in trustees generally under applicable federal or State of Delaware law, as amended from time to time, it being intended that, except as herein otherwise provided, the powers conferred upon the Trustee herein shall not be construed as being in limitation of any authority conferred by law, but shall be construed as in addition thereto. (f) The Trustee in any and all events is authorized and empowered to do all other acts necessary or desirable for the proper administration of the assets of the Trust, as though the

20 absolute owner thereof, including, but not limited to, authorization and power:

19 pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust Assets. (c) The Trustee and the Consulting Firm may consult with legal counsel (who may also be counsel for the Trustee or the Consulting Firm generally) with respect to any of its duties or obligations hereunder, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel. (d) The Trustee may hire agents, accountants, and financial consultants. (e) The Trustee is authorized and empowered: (i) to purchase, hold, sell, invest and reinvest the assets of the Trust, together with income therefrom; (ii) to hold, manage and control all property at any time forming part of the assets of the Trust; (iii) to sell, convey, transfer, exchange and otherwise dispose of the assets of the Trust from time to time in such manner, for such consideration and upon such terms and conditions as it shall determine; provided, however, that if the Trust holds an insurance policy, the Trustee may only name the Trust as a beneficiary and can assign the policy only to a successor trust; (iv) to make payments from the Trust as provided hereunder; and (v) to exercise all the further rights, powers, options and privileges granted, provided for or vested in trustees generally under applicable federal or State of Delaware law, as amended from time to time, it being intended that, except as herein otherwise provided, the powers conferred upon the Trustee herein shall not be construed as being in limitation of any authority conferred by law, but shall be construed as in addition thereto. (f) The Trustee in any and all events is authorized and empowered to do all other acts necessary or desirable for the proper administration of the assets of the Trust, as though the

20 absolute owner thereof, including, but not limited to, authorization and power: (i) to cause any property of the Trust (including contracts of insurance contributed under Section 2(g)) to be issued, held or registered in the individual name of the Trustee, or in the name of its nominee, or in such form that title will pass by delivery, provided, the records of the Trustee shall indicate the true ownership of such property; (ii) to employ such agents and counsel as may be reasonably necessary in managing and protecting the Trust assets and to pay them reasonable compensation; and (iii) to settle, compromise or abandon with the consent of the Company all claims and demands from other than the Participants or the Company in favor of or against the assets of the Trust. Section 8. Compensation and Expenses of Trustee and Consulting Firm The Trustee and the Consulting Firm shall each be entitled to receive such reasonable compensation for their services as shall be agreed upon by the Company and the Trustee or the Consulting Firm, as the case may be. The Trustee and the Consulting Firm shall each also be entitled to receive their reasonable expenses incurred with respect to the administration of the Trust, including reasonable counsel fees and fees incurred by the Trustee and the Consulting Firm pursuant to Sections 7(c) and 7(d) of this Trust Agreement. Such compensation and expenses shall be payable by the Company and if not so paid, shall be paid by the Trustee from the Trust Assets. In the event any Trust Assets are used pursuant to the preceding sentence to pay compensation and expenses to the Trustee or Consulting Firm, the Company shall promptly contribute to the Trust any such amount or

20 absolute owner thereof, including, but not limited to, authorization and power: (i) to cause any property of the Trust (including contracts of insurance contributed under Section 2(g)) to be issued, held or registered in the individual name of the Trustee, or in the name of its nominee, or in such form that title will pass by delivery, provided, the records of the Trustee shall indicate the true ownership of such property; (ii) to employ such agents and counsel as may be reasonably necessary in managing and protecting the Trust assets and to pay them reasonable compensation; and (iii) to settle, compromise or abandon with the consent of the Company all claims and demands from other than the Participants or the Company in favor of or against the assets of the Trust. Section 8. Compensation and Expenses of Trustee and Consulting Firm The Trustee and the Consulting Firm shall each be entitled to receive such reasonable compensation for their services as shall be agreed upon by the Company and the Trustee or the Consulting Firm, as the case may be. The Trustee and the Consulting Firm shall each also be entitled to receive their reasonable expenses incurred with respect to the administration of the Trust, including reasonable counsel fees and fees incurred by the Trustee and the Consulting Firm pursuant to Sections 7(c) and 7(d) of this Trust Agreement. Such compensation and expenses shall be payable by the Company and if not so paid, shall be paid by the Trustee from the Trust Assets. In the event any Trust Assets are used pursuant to the preceding sentence to pay compensation and expenses to the Trustee or Consulting Firm, the Company shall promptly contribute to the Trust any such amount or

21 direct the Trustee to draw down on a letter of credit held by the Trust in such amount. Section 9. Resignation and Replacement of Trustee (a) The Trustee may resign at any time during the term of this Trust by delivering to the Company a written notice of the proposed resignation. The Consulting Firm shall deliver a copy of any such notice to each Participant and beneficiary at the address supplied by the Company. Such resignation shall take effect upon the qualification of a successor Trustee and such successor Trustee commencing to act as such. (b) In the event that, prior to a Change of Control, the Trustee notifies the Company of its intention to resign, in accordance with the foregoing provisions of this Section 9, the Company shall appoint a successor Trustee which shall be a bank or trust company with an equity capitalization of at least $1 million. In the event that, following a Change of Control, the Trustee notifies the Company of its intention to resign in accordance with the foregoing provision of this Section 9, then the Trustee shall appoint a successor Trustee (subject to the consent of 75% of the Participants in interest) which shall be a bank or trust company with an equity capitalization of at least $1 million. The Trustee hereunder shall thereupon deliver to the successor Trustee all property of this Trust, together with such records and documents as may be reasonably required to enable the successor Trustee to properly administer the Trust, reserving

22 such funds as it reasonably deems necessary to cover its unpaid bills and expenses, and closing costs. (c) Upon qualification of a successor Trustee, all right, title and interest of the resigning Trustee in the Trust Assets and all rights and privileges under this Trust Agreement theretofore vested in such resigning Trustee shall vest in the successor Trustee where applicable, and thereupon all future liability of said resigning Trustee shall terminate; provided, however, that the Trustee shall execute, acknowledge and deliver all documents and written instruments which are necessary to transfer and convey the right, title and interest in the Trust Assets, and all rights and privileges to the successor Trustee.

21 direct the Trustee to draw down on a letter of credit held by the Trust in such amount. Section 9. Resignation and Replacement of Trustee (a) The Trustee may resign at any time during the term of this Trust by delivering to the Company a written notice of the proposed resignation. The Consulting Firm shall deliver a copy of any such notice to each Participant and beneficiary at the address supplied by the Company. Such resignation shall take effect upon the qualification of a successor Trustee and such successor Trustee commencing to act as such. (b) In the event that, prior to a Change of Control, the Trustee notifies the Company of its intention to resign, in accordance with the foregoing provisions of this Section 9, the Company shall appoint a successor Trustee which shall be a bank or trust company with an equity capitalization of at least $1 million. In the event that, following a Change of Control, the Trustee notifies the Company of its intention to resign in accordance with the foregoing provision of this Section 9, then the Trustee shall appoint a successor Trustee (subject to the consent of 75% of the Participants in interest) which shall be a bank or trust company with an equity capitalization of at least $1 million. The Trustee hereunder shall thereupon deliver to the successor Trustee all property of this Trust, together with such records and documents as may be reasonably required to enable the successor Trustee to properly administer the Trust, reserving

22 such funds as it reasonably deems necessary to cover its unpaid bills and expenses, and closing costs. (c) Upon qualification of a successor Trustee, all right, title and interest of the resigning Trustee in the Trust Assets and all rights and privileges under this Trust Agreement theretofore vested in such resigning Trustee shall vest in the successor Trustee where applicable, and thereupon all future liability of said resigning Trustee shall terminate; provided, however, that the Trustee shall execute, acknowledge and deliver all documents and written instruments which are necessary to transfer and convey the right, title and interest in the Trust Assets, and all rights and privileges to the successor Trustee. (d) Nothing in this Trust Agreement shall be interpreted as depriving the Trustee or the Company of the right to have a judicial settlement of the Trustee's accounts, and upon any proceeding for a judicial settlement of the Trustee's accounts or for instructions the only necessary parties thereto will be the Trustee and the Company. Section 10. Amendment or Termination (a) This Trust Agreement may be amended at any time prior to a Change of Control by a written instrument executed by the Trustee and the Company. Following a Change of Control, the Trust Agreement may not be amended without the approval of each Participant having an interest in the Trust. (b) This Trust shall be revocable by the Company prior to a Change of Control and may be terminated by the Company prior

23 thereto. Following a Change of Control, the Trust shall be irrevocable until such time as the Trustee has received a certification (the "Certification") from the Consulting Firm that all liabilities under all the Agreements have been satisfied; provided, however, that, if any payment made from the Trust or to be made pursuant to any of the Agreements is being contested or litigated, the Trust shall remain irrevocable until such contest, litigation or dispute is resolved. Following the later of (i) the Trustee's receipt of a Certification, or (ii) the resolution of all contests, litigations or disputes discussed in the prior sentence, this Trust shall terminate. Upon termination of the Trust any assets remaining in the Trust shall be returned to the Company. (c) At the termination of the Trust pursuant to Section 10(b), the Trustee shall as soon as practicable, but in any event within ninety (90) days of the date of such termination, transfer to the Company cash (and/or property)

22 such funds as it reasonably deems necessary to cover its unpaid bills and expenses, and closing costs. (c) Upon qualification of a successor Trustee, all right, title and interest of the resigning Trustee in the Trust Assets and all rights and privileges under this Trust Agreement theretofore vested in such resigning Trustee shall vest in the successor Trustee where applicable, and thereupon all future liability of said resigning Trustee shall terminate; provided, however, that the Trustee shall execute, acknowledge and deliver all documents and written instruments which are necessary to transfer and convey the right, title and interest in the Trust Assets, and all rights and privileges to the successor Trustee. (d) Nothing in this Trust Agreement shall be interpreted as depriving the Trustee or the Company of the right to have a judicial settlement of the Trustee's accounts, and upon any proceeding for a judicial settlement of the Trustee's accounts or for instructions the only necessary parties thereto will be the Trustee and the Company. Section 10. Amendment or Termination (a) This Trust Agreement may be amended at any time prior to a Change of Control by a written instrument executed by the Trustee and the Company. Following a Change of Control, the Trust Agreement may not be amended without the approval of each Participant having an interest in the Trust. (b) This Trust shall be revocable by the Company prior to a Change of Control and may be terminated by the Company prior

23 thereto. Following a Change of Control, the Trust shall be irrevocable until such time as the Trustee has received a certification (the "Certification") from the Consulting Firm that all liabilities under all the Agreements have been satisfied; provided, however, that, if any payment made from the Trust or to be made pursuant to any of the Agreements is being contested or litigated, the Trust shall remain irrevocable until such contest, litigation or dispute is resolved. Following the later of (i) the Trustee's receipt of a Certification, or (ii) the resolution of all contests, litigations or disputes discussed in the prior sentence, this Trust shall terminate. Upon termination of the Trust any assets remaining in the Trust shall be returned to the Company. (c) At the termination of the Trust pursuant to Section 10(b), the Trustee shall as soon as practicable, but in any event within ninety (90) days of the date of such termination, transfer to the Company cash (and/or property) equal to the value of the Trust Assets as of the termination date. Section 11. Protection of the Trustee and the Consulting Firm (a) The Company agrees, to the extent permitted by applicable law, to indemnify the Trustee and the Consulting Firm and hold them harmless from and against any claim or liability that may be asserted against them by reason of their taking or refraining from taking any action under this Trust Agreement, including, without limiting the generality of the foregoing, any claim brought against the Trustee or the Consulting Firm by the

24 Company, in any case, otherwise than on account of the Trustee's or the Consulting Firm's own negligence or willful misconduct. (b) The Trustee shall be fully protected in relying upon a certification of an authorized representative of the Company or the Consulting Firm with respect to any instruction, direction or approval of the Company or the Consulting Firm until a subsequent certification is filed with the Trustee. (c) The Trustee and the Consulting Firm shall each be fully protected in acting upon any instrument, certificate, or paper believed by them to be genuine and to be signed or presented by the proper person or persons, and neither the Trustee nor the Consulting Firm shall be under any duty to make any investigation or inquiry as to any

23 thereto. Following a Change of Control, the Trust shall be irrevocable until such time as the Trustee has received a certification (the "Certification") from the Consulting Firm that all liabilities under all the Agreements have been satisfied; provided, however, that, if any payment made from the Trust or to be made pursuant to any of the Agreements is being contested or litigated, the Trust shall remain irrevocable until such contest, litigation or dispute is resolved. Following the later of (i) the Trustee's receipt of a Certification, or (ii) the resolution of all contests, litigations or disputes discussed in the prior sentence, this Trust shall terminate. Upon termination of the Trust any assets remaining in the Trust shall be returned to the Company. (c) At the termination of the Trust pursuant to Section 10(b), the Trustee shall as soon as practicable, but in any event within ninety (90) days of the date of such termination, transfer to the Company cash (and/or property) equal to the value of the Trust Assets as of the termination date. Section 11. Protection of the Trustee and the Consulting Firm (a) The Company agrees, to the extent permitted by applicable law, to indemnify the Trustee and the Consulting Firm and hold them harmless from and against any claim or liability that may be asserted against them by reason of their taking or refraining from taking any action under this Trust Agreement, including, without limiting the generality of the foregoing, any claim brought against the Trustee or the Consulting Firm by the

24 Company, in any case, otherwise than on account of the Trustee's or the Consulting Firm's own negligence or willful misconduct. (b) The Trustee shall be fully protected in relying upon a certification of an authorized representative of the Company or the Consulting Firm with respect to any instruction, direction or approval of the Company or the Consulting Firm until a subsequent certification is filed with the Trustee. (c) The Trustee and the Consulting Firm shall each be fully protected in acting upon any instrument, certificate, or paper believed by them to be genuine and to be signed or presented by the proper person or persons, and neither the Trustee nor the Consulting Firm shall be under any duty to make any investigation or inquiry as to any statement contained in any such writing but may accept the same as conclusive evidence of the Trust and accuracy of the statements therein contained. (d) The Trustee shall not be liable for the proper application of any part of the Trust Fund if distributions are made in accordance with the terms of this Trust Agreement and pursuant to information furnished to the Trustee by the Consulting Firm. All persons dealing with the Trustee are released from inquiry into the decision or authority of the Trustee and from seeing to the application of any monies, securities or other property paid or delivered to the Trustee.

25 Section 12. Communication (a) Communications to the Company shall be addressed to the Company at: SUPERVALU INC. P.O. Box 990 Minneapolis, Minnesota 55440 Attention: General Counsel (b) Communications to the Trustee shall be addressed to it at: Norwest Bank Minnesota, N.A.

24 Company, in any case, otherwise than on account of the Trustee's or the Consulting Firm's own negligence or willful misconduct. (b) The Trustee shall be fully protected in relying upon a certification of an authorized representative of the Company or the Consulting Firm with respect to any instruction, direction or approval of the Company or the Consulting Firm until a subsequent certification is filed with the Trustee. (c) The Trustee and the Consulting Firm shall each be fully protected in acting upon any instrument, certificate, or paper believed by them to be genuine and to be signed or presented by the proper person or persons, and neither the Trustee nor the Consulting Firm shall be under any duty to make any investigation or inquiry as to any statement contained in any such writing but may accept the same as conclusive evidence of the Trust and accuracy of the statements therein contained. (d) The Trustee shall not be liable for the proper application of any part of the Trust Fund if distributions are made in accordance with the terms of this Trust Agreement and pursuant to information furnished to the Trustee by the Consulting Firm. All persons dealing with the Trustee are released from inquiry into the decision or authority of the Trustee and from seeing to the application of any monies, securities or other property paid or delivered to the Trustee.

25 Section 12. Communication (a) Communications to the Company shall be addressed to the Company at: SUPERVALU INC. P.O. Box 990 Minneapolis, Minnesota 55440 Attention: General Counsel (b) Communications to the Trustee shall be addressed to it at: Norwest Bank Minnesota, N.A. Eighth Street & Marquette Avenue Minneapolis, Minnesota 55479-0001 Attention: Mr. Gary Porter (c) Communications to the Consulting Firm shall be addressed to it at: Hewitt Associates 100 Half Day Road Lincolnshire, Illinois 60015 Section 13. Severability and Alienation (a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition without invalidating or in any other way limiting the remaining provisions hereof. (b) The rights, benefits and payments of a Participant payable from the Trust Assets may not be anticipated, assigned (either at law or in equity), alienated or subject to attachment, garnishment, levy, execution or other legal or equitable process except as required by law. Any attempt by a Participant to anticipate, alienate, assign, sell, transfer, pledge, encumber or charge the same shall be void. The Trust Assets shall not in any manner be subject to the debts, contracts, liabilities,

26

25 Section 12. Communication (a) Communications to the Company shall be addressed to the Company at: SUPERVALU INC. P.O. Box 990 Minneapolis, Minnesota 55440 Attention: General Counsel (b) Communications to the Trustee shall be addressed to it at: Norwest Bank Minnesota, N.A. Eighth Street & Marquette Avenue Minneapolis, Minnesota 55479-0001 Attention: Mr. Gary Porter (c) Communications to the Consulting Firm shall be addressed to it at: Hewitt Associates 100 Half Day Road Lincolnshire, Illinois 60015 Section 13. Severability and Alienation (a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition without invalidating or in any other way limiting the remaining provisions hereof. (b) The rights, benefits and payments of a Participant payable from the Trust Assets may not be anticipated, assigned (either at law or in equity), alienated or subject to attachment, garnishment, levy, execution or other legal or equitable process except as required by law. Any attempt by a Participant to anticipate, alienate, assign, sell, transfer, pledge, encumber or charge the same shall be void. The Trust Assets shall not in any manner be subject to the debts, contracts, liabilities,

26 engagements or torts of any Participant and payments hereunder shall not be considered an asset of the Participant in the event of his insolvency or bankruptcy. Section 14. Governing Law This Trust Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflicts of law. Section 15. Miscellaneous (a) The Trustee shall not be either individually or severally liable for any taxes of any kind levied or assessed under the existing or future laws against the Trust Assets. The Trustee shall withhold from each payment to any Participant or beneficiary any federal, state or local withholding taxes which are from time to time required to be deducted under applicable laws, as directed by the Consulting Firm. To the extent that any taxes levied or assessed upon the Trust are not paid by the Company, the Trustee shall pay such taxes out of the Trust Assets. (b) Expenses and fees of the Company for the administration of this Trust and services in relation thereto for actuarial, legal and accounting and other similar expenses, including any costs with respect to the creation of the Trust, shall be paid by the Company and, if not so paid may be paid by the Trustee from the Trust Assets.

27

26 engagements or torts of any Participant and payments hereunder shall not be considered an asset of the Participant in the event of his insolvency or bankruptcy. Section 14. Governing Law This Trust Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflicts of law. Section 15. Miscellaneous (a) The Trustee shall not be either individually or severally liable for any taxes of any kind levied or assessed under the existing or future laws against the Trust Assets. The Trustee shall withhold from each payment to any Participant or beneficiary any federal, state or local withholding taxes which are from time to time required to be deducted under applicable laws, as directed by the Consulting Firm. To the extent that any taxes levied or assessed upon the Trust are not paid by the Company, the Trustee shall pay such taxes out of the Trust Assets. (b) Expenses and fees of the Company for the administration of this Trust and services in relation thereto for actuarial, legal and accounting and other similar expenses, including any costs with respect to the creation of the Trust, shall be paid by the Company and, if not so paid may be paid by the Trustee from the Trust Assets.

27 (c) Participation in this Trust shall not give any Participant any right to be retained as an employee of the Company nor any rights other than those specifically enumerated herein or in any Agreement applicable to any Participant or pursuant to which such Participant is a participant. (d) Any payment to any Participant or his beneficiary in accordance with the provisions of this Trust shall, to the extent thereof, be in full satisfaction of all claims against the Trustee and the Company under the Agreements. Nothing in this Trust shall relieve the Company of its liability to pay benefits under the Agreements except to the extent such liabilities are met through the use of the Trust Assets. (e) Headings in this Trust Agreement are inserted for convenience of reference only and are not to be considered in the construction of the provisions hereof. (f) This Trust Agreement may be executed in several counterparts, each of which shall be deemed an original, and said counterparts shall constitute but one and the same instrument, which may be sufficiently evidenced by any one counterpart. (g) This Trust Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their successors and assigns. In addition, this Trust Agreement shall also inure to the benefit of the Participants and their beneficiaries and the Company's general creditors under federal and state law. (h) As used in this Trust Agreement, the masculine gender shall include the feminine and neuter genders.

28 (i) Any action of the Company pursuant to this Trust Agreement, including all orders, requests, data, directions, instructions and other related information, shall be in writing signed on behalf of the Company by an officer or named designee of the Company. (j) In the event that a Participant and his beneficiary shall both be deceased prior to the time payment is due the Participant or his beneficiary, then payment shall be made if due to the estate of the deceased Participant.

29

27 (c) Participation in this Trust shall not give any Participant any right to be retained as an employee of the Company nor any rights other than those specifically enumerated herein or in any Agreement applicable to any Participant or pursuant to which such Participant is a participant. (d) Any payment to any Participant or his beneficiary in accordance with the provisions of this Trust shall, to the extent thereof, be in full satisfaction of all claims against the Trustee and the Company under the Agreements. Nothing in this Trust shall relieve the Company of its liability to pay benefits under the Agreements except to the extent such liabilities are met through the use of the Trust Assets. (e) Headings in this Trust Agreement are inserted for convenience of reference only and are not to be considered in the construction of the provisions hereof. (f) This Trust Agreement may be executed in several counterparts, each of which shall be deemed an original, and said counterparts shall constitute but one and the same instrument, which may be sufficiently evidenced by any one counterpart. (g) This Trust Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their successors and assigns. In addition, this Trust Agreement shall also inure to the benefit of the Participants and their beneficiaries and the Company's general creditors under federal and state law. (h) As used in this Trust Agreement, the masculine gender shall include the feminine and neuter genders.

28 (i) Any action of the Company pursuant to this Trust Agreement, including all orders, requests, data, directions, instructions and other related information, shall be in writing signed on behalf of the Company by an officer or named designee of the Company. (j) In the event that a Participant and his beneficiary shall both be deceased prior to the time payment is due the Participant or his beneficiary, then payment shall be made if due to the estate of the deceased Participant.

29 IN WITNESS WHEREOF, the Company and the Trustee have executed this Agreement as of the date first above written. SUPERVALU INC.
Attest: /s/ William McDonald ------------------------[Name] William McDonald [Position] Assistant Secretary By: /s/ David L. Boehnen ------------------------Name: David L. Boehnen Title: Executive Vice President

NORWEST BANK MINNESOTA, N.A.

By: /s/ Jill Greene ------------------------Name: Jill Greene Title: Assistant Vice President

30

28 (i) Any action of the Company pursuant to this Trust Agreement, including all orders, requests, data, directions, instructions and other related information, shall be in writing signed on behalf of the Company by an officer or named designee of the Company. (j) In the event that a Participant and his beneficiary shall both be deceased prior to the time payment is due the Participant or his beneficiary, then payment shall be made if due to the estate of the deceased Participant.

29 IN WITNESS WHEREOF, the Company and the Trustee have executed this Agreement as of the date first above written. SUPERVALU INC.
Attest: /s/ William McDonald ------------------------[Name] William McDonald [Position] Assistant Secretary By: /s/ David L. Boehnen ------------------------Name: David L. Boehnen Title: Executive Vice President

NORWEST BANK MINNESOTA, N.A.

By: /s/ Jill Greene ------------------------Name: Jill Greene Title: Assistant Vice President

30 EXHIBIT A 1. Super Valu Stores, Inc. Executive Post-Retirement Survivor Benefit Program, as amended to date and as the same may be amended from time to time. 2. Super Valu Stores, Inc. Deferred Compensation Plan, as amended to date and as the same may be amended from time to time. 3. Super Valu Stores, Inc. Executive Deferred Compensation Plan I, as amended to date and as the same may be amended from time to time. 4. Super Valu Stores, Inc. Excess Benefits Plan, as amended to date and as the same may be amended from time to time. 5. Super Valu Stores, Inc. Directors Retirement Program adopted effective July 1, 1982, as amended to date and as the same may be amended from time to time. 6. Super Valu Stores, Inc. Executive Deferred Compensation Plan II, as amended to date and as the same may be amended from time to time. 7. Super Valu Stores, Inc. Excess Benefits Plan (1989 Restatement), as amended to date and as the same may be amended from time to time. 8. Super Valu Stores, Inc. Nonqualified Supplemental Executive Retirement Plan, as amended to date and as the same may be amended from time to time.

29 IN WITNESS WHEREOF, the Company and the Trustee have executed this Agreement as of the date first above written. SUPERVALU INC.
Attest: /s/ William McDonald ------------------------[Name] William McDonald [Position] Assistant Secretary By: /s/ David L. Boehnen ------------------------Name: David L. Boehnen Title: Executive Vice President

NORWEST BANK MINNESOTA, N.A.

By: /s/ Jill Greene ------------------------Name: Jill Greene Title: Assistant Vice President

30 EXHIBIT A 1. Super Valu Stores, Inc. Executive Post-Retirement Survivor Benefit Program, as amended to date and as the same may be amended from time to time. 2. Super Valu Stores, Inc. Deferred Compensation Plan, as amended to date and as the same may be amended from time to time. 3. Super Valu Stores, Inc. Executive Deferred Compensation Plan I, as amended to date and as the same may be amended from time to time. 4. Super Valu Stores, Inc. Excess Benefits Plan, as amended to date and as the same may be amended from time to time. 5. Super Valu Stores, Inc. Directors Retirement Program adopted effective July 1, 1982, as amended to date and as the same may be amended from time to time. 6. Super Valu Stores, Inc. Executive Deferred Compensation Plan II, as amended to date and as the same may be amended from time to time. 7. Super Valu Stores, Inc. Excess Benefits Plan (1989 Restatement), as amended to date and as the same may be amended from time to time. 8. Super Valu Stores, Inc. Nonqualified Supplemental Executive Retirement Plan, as amended to date and as the same may be amended from time to time. 9. Change of Control Severance Agreements entered into between SuperValu Inc. and certain of its executives. 10. Split Dollar Life Insurance Agreement effective July 6, 1998, between SUPERVALU INC., Michael W. Wright, and Phillip H. Martin and Thomas O. Moe. 11. Supplemental Pension Agreement, effective as of ___________, 199__, between William J. Bolton and SUPERVALU INC.

30 EXHIBIT A 1. Super Valu Stores, Inc. Executive Post-Retirement Survivor Benefit Program, as amended to date and as the same may be amended from time to time. 2. Super Valu Stores, Inc. Deferred Compensation Plan, as amended to date and as the same may be amended from time to time. 3. Super Valu Stores, Inc. Executive Deferred Compensation Plan I, as amended to date and as the same may be amended from time to time. 4. Super Valu Stores, Inc. Excess Benefits Plan, as amended to date and as the same may be amended from time to time. 5. Super Valu Stores, Inc. Directors Retirement Program adopted effective July 1, 1982, as amended to date and as the same may be amended from time to time. 6. Super Valu Stores, Inc. Executive Deferred Compensation Plan II, as amended to date and as the same may be amended from time to time. 7. Super Valu Stores, Inc. Excess Benefits Plan (1989 Restatement), as amended to date and as the same may be amended from time to time. 8. Super Valu Stores, Inc. Nonqualified Supplemental Executive Retirement Plan, as amended to date and as the same may be amended from time to time. 9. Change of Control Severance Agreements entered into between SuperValu Inc. and certain of its executives. 10. Split Dollar Life Insurance Agreement effective July 6, 1998, between SUPERVALU INC., Michael W. Wright, and Phillip H. Martin and Thomas O. Moe. 11. Supplemental Pension Agreement, effective as of ___________, 199__, between William J. Bolton and SUPERVALU INC.

EXHIBIT(10)e SUPERVALU INC. DIRECTORS RETIREMENT PROGRAM EFFECTIVE JUNE 27, 1996 Effective June 27, 1996, the Directors Retirement Program is terminated, subject to the payment of benefits earned by directors prior to such termination in accordance with the following provisions. Directors who have served as non-employee, outside directors on the SUPERVALU Board will receive an annual retirement fee equal to $20,000 per year, payable quarterly, commencing when the outside director leaves the Board or at age 55, whichever is later. This annual fee is payable for the lesser of the number of years of Board service as an outside director prior to June 27, 1996, or ten years, subject to the director being available to management for consultation services and engaging in no activity directly competitive to the Company's business. For purposes of this paragraph, years of service shall be measured from Annual Meeting to Annual Meeting and any director who serves for less than a full year shall be considered to have served for a full year if the director has served at least four months. Upon a Change of Control (as hereinafter defined) of the Company any retirement compensation otherwise payable in installments shall be accelerated and paid to the director. Upon the death of the director, the director's retirement compensation shall be paid 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.

EXHIBIT(10)e SUPERVALU INC. DIRECTORS RETIREMENT PROGRAM EFFECTIVE JUNE 27, 1996 Effective June 27, 1996, the Directors Retirement Program is terminated, subject to the payment of benefits earned by directors prior to such termination in accordance with the following provisions. Directors who have served as non-employee, outside directors on the SUPERVALU Board will receive an annual retirement fee equal to $20,000 per year, payable quarterly, commencing when the outside director leaves the Board or at age 55, whichever is later. This annual fee is payable for the lesser of the number of years of Board service as an outside director prior to June 27, 1996, or ten years, subject to the director being available to management for consultation services and engaging in no activity directly competitive to the Company's business. For purposes of this paragraph, years of service shall be measured from Annual Meeting to Annual Meeting and any director who serves for less than a full year shall be considered to have served for a full year if the director has served at least four months. Upon a Change of Control (as hereinafter defined) of the Company any retirement compensation otherwise payable in installments shall be accelerated and paid to the director. Upon the death of the director, the director's retirement compensation shall be paid 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. CHANGE OF CONTROL For purposes hereof, Change of Control shall have the following meaning: A "Change of Control" shall be deemed to have occurred upon any of the following events: (i) 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")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control; (A) any acquisition directly from the Company or (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (ii) the consummation of any merger or other business combination of the Company, sale or lease of the Company's assets or combination of the foregoing transactions (the "Transactions") other than a Transaction immediately following which the shareholders of the Company and any trustee

or fiduciary of any Company employee benefit plan immediately prior to the Transaction own at least 60% of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser or lessee of the Company's assets; or (C) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; or (iii) within any 24 month period, the persons who were directors immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board of Directors of the Company or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board of Directors of the Company by, or on the recommendation of or with the approval of, at least three-fourths of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change of Control or engage in a proxy or other control contest); or (iv) such other event or transaction as the Board of Directors of the Company shall determine constitutes a Change of Control.

or fiduciary of any Company employee benefit plan immediately prior to the Transaction own at least 60% of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser or lessee of the Company's assets; or (C) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; or (iii) within any 24 month period, the persons who were directors immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board of Directors of the Company or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board of Directors of the Company by, or on the recommendation of or with the approval of, at least three-fourths of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change of Control or engage in a proxy or other control contest); or (iv) such other event or transaction as the Board of Directors of the Company shall determine constitutes a Change of Control. Last Revised 7/1/98

EXHIBIT (10)f 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 Fifteen Thousand Dollars ($15,000) (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 cash during the period following the effective date of the deferral election. Such deferral election shall be made pursuant to Section 5.

EXHIBIT (10)f 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 Fifteen Thousand Dollars ($15,000) (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 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.

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 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 2

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

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. 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 shares. 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. 3

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

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. 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")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control; (A) any acquisition directly from the Company or (B) any acquisition by any employee 4

benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (b) the consummation of any merger or other business combination of the Company, sale or lease of the Company's assets or combination of the foregoing transactions (the "Transactions") other than a Transaction immediately following which the shareholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own at least 60% of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser or lessee of the Company's assets; or (C) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; or (c) within any 24 month period, the persons who were directors immediately before the beginning of such period

benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (b) the consummation of any merger or other business combination of the Company, sale or lease of the Company's assets or combination of the foregoing transactions (the "Transactions") other than a Transaction immediately following which the shareholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own at least 60% of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser or lessee of the Company's assets; or (C) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; or (c) within any 24 month period, the persons who were directors immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board of Directors of the Company or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board of Directors of the Company by, or on the recommendation of or with the approval of, at least three-fourths of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change of Control or engage in a proxy or other control contest); or (d) such other event or transaction as the Board of Directors of the Company shall determine constitutes a Change of Control. 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: 7/1/98

EXHIBIT (10)g. SUPERVALU INC. DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS 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 the 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 so 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

EXHIBIT (10)g. SUPERVALU INC. DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS 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 the 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 so 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 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. 9. Upon the death of a director or a former director, any amounts of deferred director's fees and interest accrued shall be paid 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

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. 9. Upon the death of a director or a former director, any amounts of deferred director's fees and interest accrued shall be paid 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: (i) 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")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control; (A) any acquisition directly from the Company or (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (ii) the consummation of any merger or other business combination of the Company, sale or lease of the Company's assets or combination of the foregoing transactions (the "Transactions") other than a Transaction immediately following which 2

the shareholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own at least 60% of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser or lessee of the Company's assets; or (C) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; or (iii) within any 24 month period, the persons who were directors immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board of Directors of the Company or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board of Directors of the Company by, or on the recommendation of or with the approval of, at least three-fourths of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change of Control or engage in a proxy or other control contest); or (iv) such other event or transaction as the Board of Directors of the Company shall determine constitutes a

the shareholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own at least 60% of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser or lessee of the Company's assets; or (C) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; or (iii) within any 24 month period, the persons who were directors immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board of Directors of the Company or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board of Directors of the Company by, or on the recommendation of or with the approval of, at least three-fourths of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change of Control or engage in a proxy or other control contest); or (iv) such other event or transaction as the Board of Directors of the Company shall determine constitutes a Change of Control. Effective: 6/27/96 Last Revised: 7/1/98 3

EXHIBIT (10)h THIRD AMENDMENT OF SUPERVALU INC. NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Effective February 26, 1989, this corporation established an unfunded nonqualified deferred compensation plan for certain executive employees in accordance with the terms of the Plan Statement entitled SUPERVALU INC. NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, as amended by a First Amendment and a Second Amendment. SUPERVALU INC. has reserved to itself the power to amend said Plan Statement and it now desires to amend the Plan Statement in the following respects: 1. CHANGE IN CONTROL. For changes in control occurring on or after the date this amendment is adopted, Section 7 of the Plan Statement shall be amended by adding a new Section 7.4 to read in full as follows: "7.4. Change in Control. 7.4.1. Special Definitions. A "Change of Control" shall be deemed to have occurred upon any of the following events: (i) 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")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control; (A) any acquisition directly from the Company or (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (ii) the consummation of any merger or other business combination of the Company, sale or lease of the Company's assets or combination of the foregoing transactions (the "Transactions") other than a Transaction immediately following which the shareholders of the Company and any trustee or fiduciary of any Company

EXHIBIT (10)h THIRD AMENDMENT OF SUPERVALU INC. NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Effective February 26, 1989, this corporation established an unfunded nonqualified deferred compensation plan for certain executive employees in accordance with the terms of the Plan Statement entitled SUPERVALU INC. NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, as amended by a First Amendment and a Second Amendment. SUPERVALU INC. has reserved to itself the power to amend said Plan Statement and it now desires to amend the Plan Statement in the following respects: 1. CHANGE IN CONTROL. For changes in control occurring on or after the date this amendment is adopted, Section 7 of the Plan Statement shall be amended by adding a new Section 7.4 to read in full as follows: "7.4. Change in Control. 7.4.1. Special Definitions. A "Change of Control" shall be deemed to have occurred upon any of the following events: (i) 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")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control; (A) any acquisition directly from the Company or (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (ii) the consummation of any merger or other business combination of the Company, sale or lease of the Company's assets or combination of the foregoing transactions (the "Transactions") other than a Transaction immediately following which the shareholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own at least 60% of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or 1

other business combination; (B) the purchaser or lessee of the Company's assets; or (C) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; or (iii) within any 24 month period, the persons who were directors immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least three-fourths of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change of Control or engage in a proxy or other control contest); or (iv) such other event or transaction as the Board shall determine constitutes a Change of Control. 7.4.2. Amendment. Notwithstanding any other provision of the Plan Statement, during the five (5) years following a change in control, the provisions of the Plan Statement may not be amended if any amendment would adversely affect the rights, expectancies or benefits provided by the Plan (as in effect immediately prior to the change in control), of any Participant, Beneficiary or other person entitled to payments under the Plan."

other business combination; (B) the purchaser or lessee of the Company's assets; or (C) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; or (iii) within any 24 month period, the persons who were directors immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least three-fourths of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change of Control or engage in a proxy or other control contest); or (iv) such other event or transaction as the Board shall determine constitutes a Change of Control. 7.4.2. Amendment. Notwithstanding any other provision of the Plan Statement, during the five (5) years following a change in control, the provisions of the Plan Statement may not be amended if any amendment would adversely affect the rights, expectancies or benefits provided by the Plan (as in effect immediately prior to the change in control), of any Participant, Beneficiary or other person entitled to payments under the Plan." 2. SAVINGS CLAUSE. Save and except as herein expressly amended the Plan Statement shall continue in full force and effect. 2

Exhibit (10)i. SUPERVALU INC. EXECUTIVE POST-RETIREMENT SURVIVOR BENEFIT PROGRAM THIS AGREEMENT, made and entered into this _____ day of _______, 19__, by and between ___________________________, a resident of ____________ ("Executive"), and SUPERVALU INC., A Delaware corporation, (the "Company"). WITNESSETH: WHEREAS, there is presently in effect the SUPERVALU INC. Executive Post-Retirement Survivor Benefit Program (the "Program"); under the Program, no employee has the right to any benefit of any kind unless, and until, the Company and the Executive enter into a written agreement and, therefore, this Agreement is entered into pursuant to the Program; and WHEREAS, Executive's extraordinary efforts on behalf of the Company contributed significantly to the Company's profit-ability. NOW, THEREFORE, the parties hereto hereby agree as follows: 1. Death Benefit. In consideration of Executive's prior and continuing services to the Company, the Company agrees to pay to the Designated Beneficiary of Executive, as a matter of separate agreement, a single deferred compensation and death benefit (the "Death Benefit") payment equal to one hundred forty percent (140%) of Executive's Final Base Salary paid or accrued by the Company to Executive during the last twelve (12)

consecutive completed months of employment by Executive with the Company. For purposes of this Agreement, Final Base Salary shall mean the base compensation paid by the Company to Executive, exclusive of commissions, sick pay, accrued but unused vacation pay, expense allowances, bonuses, non-cash payments and any sums allocated or allocable to Executive under any retirement plan or plan of

Exhibit (10)i. SUPERVALU INC. EXECUTIVE POST-RETIREMENT SURVIVOR BENEFIT PROGRAM THIS AGREEMENT, made and entered into this _____ day of _______, 19__, by and between ___________________________, a resident of ____________ ("Executive"), and SUPERVALU INC., A Delaware corporation, (the "Company"). WITNESSETH: WHEREAS, there is presently in effect the SUPERVALU INC. Executive Post-Retirement Survivor Benefit Program (the "Program"); under the Program, no employee has the right to any benefit of any kind unless, and until, the Company and the Executive enter into a written agreement and, therefore, this Agreement is entered into pursuant to the Program; and WHEREAS, Executive's extraordinary efforts on behalf of the Company contributed significantly to the Company's profit-ability. NOW, THEREFORE, the parties hereto hereby agree as follows: 1. Death Benefit. In consideration of Executive's prior and continuing services to the Company, the Company agrees to pay to the Designated Beneficiary of Executive, as a matter of separate agreement, a single deferred compensation and death benefit (the "Death Benefit") payment equal to one hundred forty percent (140%) of Executive's Final Base Salary paid or accrued by the Company to Executive during the last twelve (12)

consecutive completed months of employment by Executive with the Company. For purposes of this Agreement, Final Base Salary shall mean the base compensation paid by the Company to Executive, exclusive of commissions, sick pay, accrued but unused vacation pay, expense allowances, bonuses, non-cash payments and any sums allocated or allocable to Executive under any retirement plan or plan of deferred compensation to which either the Company or Executive contribute; provided, however, that Final Base Salary shall include all compensation which would have been included in determining such Final Base Salary if Executive had not entered into an agreement to reduce such compensation as a condition of participation in any qualified or non-qualified deferred compensation, or retirement plan, sponsored by the Company. 2. Payment of Death Benefit. The Death Benefit to be paid by the Company pursuant to this Agreement shall be payable only upon the occurrence of the following Payment Event: death of Executive at any time following either (a) Executive's Retirement from employment with the Company or (b) termination of Executive's employment following a Change of Control (other than a termination by the Company for Cause). For purposes of this Agreement, Retirement (and Retired) shall mean voluntary termination of employment with the Company not earlier than the first month in which Executive reaches age 55 and has completed ten (10) years or more of service with the -2-

Company. For purposes of this Agreement, Change of Control shall mean any of the following events: (i) 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"))of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of

consecutive completed months of employment by Executive with the Company. For purposes of this Agreement, Final Base Salary shall mean the base compensation paid by the Company to Executive, exclusive of commissions, sick pay, accrued but unused vacation pay, expense allowances, bonuses, non-cash payments and any sums allocated or allocable to Executive under any retirement plan or plan of deferred compensation to which either the Company or Executive contribute; provided, however, that Final Base Salary shall include all compensation which would have been included in determining such Final Base Salary if Executive had not entered into an agreement to reduce such compensation as a condition of participation in any qualified or non-qualified deferred compensation, or retirement plan, sponsored by the Company. 2. Payment of Death Benefit. The Death Benefit to be paid by the Company pursuant to this Agreement shall be payable only upon the occurrence of the following Payment Event: death of Executive at any time following either (a) Executive's Retirement from employment with the Company or (b) termination of Executive's employment following a Change of Control (other than a termination by the Company for Cause). For purposes of this Agreement, Retirement (and Retired) shall mean voluntary termination of employment with the Company not earlier than the first month in which Executive reaches age 55 and has completed ten (10) years or more of service with the -2-

Company. For purposes of this Agreement, Change of Control shall mean any of the following events: (i) 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"))of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control; (A) any acquisition directly from the Company or (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (ii) the consummation of any merger or other business combination of the Company, sale or lease of the Company's assets or combination of the foregoing transactions (the "Transactions") other than a Transaction immediately following which the shareholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own at least 60% of the voting power, -3-

directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser or lessee of the Company's assets; or (C) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; or (iii) within any 24 month period, the persons who were directors immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board of Directors of the Company or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board of Directors of the Company by, or on the recommendation of or with the approval of, at least three-fourths of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change of Control or engage in a proxy or other control contest); or (iv) such other event or transaction as the Board of Directors of the Company shall determine constitutes a Change of Control.

Company. For purposes of this Agreement, Change of Control shall mean any of the following events: (i) 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"))of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control; (A) any acquisition directly from the Company or (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (ii) the consummation of any merger or other business combination of the Company, sale or lease of the Company's assets or combination of the foregoing transactions (the "Transactions") other than a Transaction immediately following which the shareholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own at least 60% of the voting power, -3-

directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser or lessee of the Company's assets; or (C) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; or (iii) within any 24 month period, the persons who were directors immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board of Directors of the Company or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board of Directors of the Company by, or on the recommendation of or with the approval of, at least three-fourths of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change of Control or engage in a proxy or other control contest); or (iv) such other event or transaction as the Board of Directors of the Company shall determine constitutes a Change of Control. For purposes of this Agreement, Cause means (i) an act or acts of personal dishonesty taken by the Executive and intended to result in substantial personal enrichment of the Executive at -4-

the expense of the Company, (ii) repeated violations by the Executive of the Company's rules which are demonstrably willful and deliberate on the Executive's part and which are not remedied after receipt of notice from the Company or (iii) the conviction of the Executive of a felony. 3. Election Regarding Manner of Payment. The Death Benefit payment to be made pursuant to this Agreement shall be paid by the Company according to the schedule set forth below: (Select one form of payment.) [ ] Lump Sum [ ] Two Years [ ] ______ consecutive annual payments not to exceed 20 years

directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser or lessee of the Company's assets; or (C) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; or (iii) within any 24 month period, the persons who were directors immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board of Directors of the Company or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board of Directors of the Company by, or on the recommendation of or with the approval of, at least three-fourths of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change of Control or engage in a proxy or other control contest); or (iv) such other event or transaction as the Board of Directors of the Company shall determine constitutes a Change of Control. For purposes of this Agreement, Cause means (i) an act or acts of personal dishonesty taken by the Executive and intended to result in substantial personal enrichment of the Executive at -4-

the expense of the Company, (ii) repeated violations by the Executive of the Company's rules which are demonstrably willful and deliberate on the Executive's part and which are not remedied after receipt of notice from the Company or (iii) the conviction of the Executive of a felony. 3. Election Regarding Manner of Payment. The Death Benefit payment to be made pursuant to this Agreement shall be paid by the Company according to the schedule set forth below: (Select one form of payment.) [ ] Lump Sum [ ] Two Years [ ] ______ consecutive annual payments not to exceed 20 years The selection of the foregoing payment schedule is irrevocable when made and accepted by the Retirement Committee and is not subject to amendment of modification in any manner whatsoever. Payment of the Death Benefit shall begin on such day, as determined by the Retirement Committee in its sole and absolute discretion, within ninety (90) days of a Payment Event and subsequent payments, if any, shall be made on the anniversary date of the first payment. From and after the date on which the Death Benefit payments begin, interest shall be paid at the time of each subsequent Death Benefit, if any, at an interest rate which shall be determined by the Retirement Committee in its sole -5-

and absolute discretion, and the Retirement Committee shall be empowered to change such interest rate from time to time in its sole and absolute discretion. The Company shall deduct from any Death Benefit payment any amount lawfuly required to be withheld for federal and state income taxes or any applicable taxes or other amounts required to be withheld or deducted therefrom. 4. Designated Beneficiary. All payments to be made pursuant to this Agreement shall be made to the Designated Beneficiary of the Executive. Executive shall designate a beneficiary or beneficiaries, or during an Executive's lifetime change such designation, by filing a written notice of such designation with the Company, in such form and subject to such rules and regulations as the Retirement Committee (described in paragraph 7 hereof) may

the expense of the Company, (ii) repeated violations by the Executive of the Company's rules which are demonstrably willful and deliberate on the Executive's part and which are not remedied after receipt of notice from the Company or (iii) the conviction of the Executive of a felony. 3. Election Regarding Manner of Payment. The Death Benefit payment to be made pursuant to this Agreement shall be paid by the Company according to the schedule set forth below: (Select one form of payment.) [ ] Lump Sum [ ] Two Years [ ] ______ consecutive annual payments not to exceed 20 years The selection of the foregoing payment schedule is irrevocable when made and accepted by the Retirement Committee and is not subject to amendment of modification in any manner whatsoever. Payment of the Death Benefit shall begin on such day, as determined by the Retirement Committee in its sole and absolute discretion, within ninety (90) days of a Payment Event and subsequent payments, if any, shall be made on the anniversary date of the first payment. From and after the date on which the Death Benefit payments begin, interest shall be paid at the time of each subsequent Death Benefit, if any, at an interest rate which shall be determined by the Retirement Committee in its sole -5-

and absolute discretion, and the Retirement Committee shall be empowered to change such interest rate from time to time in its sole and absolute discretion. The Company shall deduct from any Death Benefit payment any amount lawfuly required to be withheld for federal and state income taxes or any applicable taxes or other amounts required to be withheld or deducted therefrom. 4. Designated Beneficiary. All payments to be made pursuant to this Agreement shall be made to the Designated Beneficiary of the Executive. Executive shall designate a beneficiary or beneficiaries, or during an Executive's lifetime change such designation, by filing a written notice of such designation with the Company, in such form and subject to such rules and regulations as the Retirement Committee (described in paragraph 7 hereof) may prescribe. If Executive's right to a payment pursuant to this Agreement constitutes community property, then any beneficiary designation made by Executive other than a designation of such Executive's spouse, shall not be effective if any such beneficiary or beneficiaries are to receive more than fifty percent (50%) of the aggregate benefits payable hereunder unless such spouse shall approve such designation in writing. If no designation shall be in effect at the time when the benefit payable hereunder shall become due, the Designated Beneficiary shall be the legal representatives of the Executive's estate. In the event a benefit is payable to a minor or person declared incompetent or to a person incapable of handling the -6-

disposition of his property, the Retirement Committee may determine to pay such benefit to the guardian, legal representative or person having care of custody of such minor, incompetent or person. The Retirement Committee may require proof of incompetency, minority or guardianship as they may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Retirement Committee and the Company from all liability with respect to such benefit. 5. Transferability. The rights conferred upon Executive by this Agreement shall not be transferable or assignable by or to Executive during Executive's lifetime or by Executive's Designated Beneficiary. 6. No Right to Continuance of Employment. This Agreement shall not confer on Executive any right with respect to continuance of employment with the Company, nor will it interfere in any way with the right of the Company to

and absolute discretion, and the Retirement Committee shall be empowered to change such interest rate from time to time in its sole and absolute discretion. The Company shall deduct from any Death Benefit payment any amount lawfuly required to be withheld for federal and state income taxes or any applicable taxes or other amounts required to be withheld or deducted therefrom. 4. Designated Beneficiary. All payments to be made pursuant to this Agreement shall be made to the Designated Beneficiary of the Executive. Executive shall designate a beneficiary or beneficiaries, or during an Executive's lifetime change such designation, by filing a written notice of such designation with the Company, in such form and subject to such rules and regulations as the Retirement Committee (described in paragraph 7 hereof) may prescribe. If Executive's right to a payment pursuant to this Agreement constitutes community property, then any beneficiary designation made by Executive other than a designation of such Executive's spouse, shall not be effective if any such beneficiary or beneficiaries are to receive more than fifty percent (50%) of the aggregate benefits payable hereunder unless such spouse shall approve such designation in writing. If no designation shall be in effect at the time when the benefit payable hereunder shall become due, the Designated Beneficiary shall be the legal representatives of the Executive's estate. In the event a benefit is payable to a minor or person declared incompetent or to a person incapable of handling the -6-

disposition of his property, the Retirement Committee may determine to pay such benefit to the guardian, legal representative or person having care of custody of such minor, incompetent or person. The Retirement Committee may require proof of incompetency, minority or guardianship as they may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Retirement Committee and the Company from all liability with respect to such benefit. 5. Transferability. The rights conferred upon Executive by this Agreement shall not be transferable or assignable by or to Executive during Executive's lifetime or by Executive's Designated Beneficiary. 6. No Right to Continuance of Employment. This Agreement shall not confer on Executive any right with respect to continuance of employment with the Company, nor will it interfere in any way with the right of the Company to terminate such employment at any time. Furthermore, this Agreement shall not in any way interfere with the right of the Company to select among, adopt or change any business investment or compensation policies of plans at any time or from time to time in its sole discretion. 7. Administration. This Agreement shall be administered by the Retirement Committee of the Company, or such other persons as the Board of Directors of the Company may from time to time designate. This Agreement is issued pursuant to the Program, and -7-

in the unlikely event of any dispute between the Company and Executive over the interpretation of this Agreement or the Program, the matter shall be decided by the Board of Directors of the Company or the Retirement Committee. All such decisions shall be final and binding on all parties, including Executive. For purposes of this Agreement, the Retirement Committee means the SUPERVALU INC. Retirement Committee constituted by the Chief Executive Officer for the purpose of performing certain administrative functions with respect to certain employee benefit plans of the Company, including the Program. 8. Company's Obligation. The Company is under a contractual obligation to make payments pursuant to this Agreement. Such payments shall not be financed from a trust fund and shall be paid solely out of the general funds of the Company. Executive shall not have any interest whatsoever in any specific asset of the Company as a result of the execution of this Agreement, and Executive's rights to payments hereunder shall be no greater than the right of any other unsecured general creditor of the Company. Notwithstanding the foregoing, payments may be financed by or through the SUPERVALU INC. Agreement and Plans Trust, approved April 13, 1988, as it may be amended from time-to-time. 9. Amendment and Termination. The Company expects the Program to be permanent but since future conditions

disposition of his property, the Retirement Committee may determine to pay such benefit to the guardian, legal representative or person having care of custody of such minor, incompetent or person. The Retirement Committee may require proof of incompetency, minority or guardianship as they may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Retirement Committee and the Company from all liability with respect to such benefit. 5. Transferability. The rights conferred upon Executive by this Agreement shall not be transferable or assignable by or to Executive during Executive's lifetime or by Executive's Designated Beneficiary. 6. No Right to Continuance of Employment. This Agreement shall not confer on Executive any right with respect to continuance of employment with the Company, nor will it interfere in any way with the right of the Company to terminate such employment at any time. Furthermore, this Agreement shall not in any way interfere with the right of the Company to select among, adopt or change any business investment or compensation policies of plans at any time or from time to time in its sole discretion. 7. Administration. This Agreement shall be administered by the Retirement Committee of the Company, or such other persons as the Board of Directors of the Company may from time to time designate. This Agreement is issued pursuant to the Program, and -7-

in the unlikely event of any dispute between the Company and Executive over the interpretation of this Agreement or the Program, the matter shall be decided by the Board of Directors of the Company or the Retirement Committee. All such decisions shall be final and binding on all parties, including Executive. For purposes of this Agreement, the Retirement Committee means the SUPERVALU INC. Retirement Committee constituted by the Chief Executive Officer for the purpose of performing certain administrative functions with respect to certain employee benefit plans of the Company, including the Program. 8. Company's Obligation. The Company is under a contractual obligation to make payments pursuant to this Agreement. Such payments shall not be financed from a trust fund and shall be paid solely out of the general funds of the Company. Executive shall not have any interest whatsoever in any specific asset of the Company as a result of the execution of this Agreement, and Executive's rights to payments hereunder shall be no greater than the right of any other unsecured general creditor of the Company. Notwithstanding the foregoing, payments may be financed by or through the SUPERVALU INC. Agreement and Plans Trust, approved April 13, 1988, as it may be amended from time-to-time. 9. Amendment and Termination. The Company expects the Program to be permanent but since future conditions affecting the Company cannot be anticipated or foreseen, the Company must -8-

necessarily and does hereby reserve the right to amend, modify, or terminate the Program and this Agreement, uniformly as to all participants, at any time and in any manner whatsoever by action of the Board of Directors of the Company, or the Retirement Committee with the written concurrence of the Chief Executive Officer provided, however, that notwithstanding the foregoing, any such amendment, modification or termination of the Program shall not affect any rights of Executive, his heir or designated beneficiaries if (a) Executive has already Retired (as defined in Section 2 hereof) or (b) a Change of Control (as defined in Section 2 hereof) has occurred. 10. Complete Agreement. This Agreement supersedes any and all prior other agreements and understandings among the parties hereto with respect to the matters provided for herein. 11. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Minnesota. -9-

in the unlikely event of any dispute between the Company and Executive over the interpretation of this Agreement or the Program, the matter shall be decided by the Board of Directors of the Company or the Retirement Committee. All such decisions shall be final and binding on all parties, including Executive. For purposes of this Agreement, the Retirement Committee means the SUPERVALU INC. Retirement Committee constituted by the Chief Executive Officer for the purpose of performing certain administrative functions with respect to certain employee benefit plans of the Company, including the Program. 8. Company's Obligation. The Company is under a contractual obligation to make payments pursuant to this Agreement. Such payments shall not be financed from a trust fund and shall be paid solely out of the general funds of the Company. Executive shall not have any interest whatsoever in any specific asset of the Company as a result of the execution of this Agreement, and Executive's rights to payments hereunder shall be no greater than the right of any other unsecured general creditor of the Company. Notwithstanding the foregoing, payments may be financed by or through the SUPERVALU INC. Agreement and Plans Trust, approved April 13, 1988, as it may be amended from time-to-time. 9. Amendment and Termination. The Company expects the Program to be permanent but since future conditions affecting the Company cannot be anticipated or foreseen, the Company must -8-

necessarily and does hereby reserve the right to amend, modify, or terminate the Program and this Agreement, uniformly as to all participants, at any time and in any manner whatsoever by action of the Board of Directors of the Company, or the Retirement Committee with the written concurrence of the Chief Executive Officer provided, however, that notwithstanding the foregoing, any such amendment, modification or termination of the Program shall not affect any rights of Executive, his heir or designated beneficiaries if (a) Executive has already Retired (as defined in Section 2 hereof) or (b) a Change of Control (as defined in Section 2 hereof) has occurred. 10. Complete Agreement. This Agreement supersedes any and all prior other agreements and understandings among the parties hereto with respect to the matters provided for herein. 11. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Minnesota. -9-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed upon the date and year first above written. EXECUTIVE

SUPERVALU INC. By: Its: Amended: 04/13/88 Amended: 10/12/98 -10-

Exhibit 11 SUPERVALU INC.

necessarily and does hereby reserve the right to amend, modify, or terminate the Program and this Agreement, uniformly as to all participants, at any time and in any manner whatsoever by action of the Board of Directors of the Company, or the Retirement Committee with the written concurrence of the Chief Executive Officer provided, however, that notwithstanding the foregoing, any such amendment, modification or termination of the Program shall not affect any rights of Executive, his heir or designated beneficiaries if (a) Executive has already Retired (as defined in Section 2 hereof) or (b) a Change of Control (as defined in Section 2 hereof) has occurred. 10. Complete Agreement. This Agreement supersedes any and all prior other agreements and understandings among the parties hereto with respect to the matters provided for herein. 11. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Minnesota. -9-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed upon the date and year first above written. EXECUTIVE

SUPERVALU INC. By: Its: Amended: 04/13/88 Amended: 10/12/98 -10-

Exhibit 11 SUPERVALU INC. Computation of Earnings per Common Share (unaudited)
-------------------------------------------------------------------------------------------------------Second Quarter Ended Year-to-date Ended (In thousands, except per share amounts) Sept. 12, 1998 Sept. 6, 1997 Sept. 12, 1998 Sept. 6, 1997 -------------------------------------------------------------------------------------------------------Earnings per share - basic Income available to common shareholders $ 39,900 $ 89,115 $ 91,698 $ 138,881 Weighted average shares outstanding 120,753 124,118 120,645 129,740 Earnings per share - basic $.33 $.72 $.76 $1.07

Earnings per share - diluted Income available to common shareholders Dilutive impact of options outstanding

$ 39,900 120,753 1,425 -------

$ 89,115 124,118 1,562 -------

$ 91,698 120,645 1,514 -------

$ 138,881 129,740 974 -------

Weighted average shares and potential dilutive shares outstanding 122,178 125,680 122,159 130,714 Earnings per share - dilutive $.33 $.71 $.75 $1.06 --------------------------------------------------------------------------------------------------------

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed upon the date and year first above written. EXECUTIVE

SUPERVALU INC. By: Its: Amended: 04/13/88 Amended: 10/12/98 -10-

Exhibit 11 SUPERVALU INC. Computation of Earnings per Common Share (unaudited)
-------------------------------------------------------------------------------------------------------Second Quarter Ended Year-to-date Ended (In thousands, except per share amounts) Sept. 12, 1998 Sept. 6, 1997 Sept. 12, 1998 Sept. 6, 1997 -------------------------------------------------------------------------------------------------------Earnings per share - basic Income available to common shareholders $ 39,900 $ 89,115 $ 91,698 $ 138,881 Weighted average shares outstanding 120,753 124,118 120,645 129,740 Earnings per share - basic $.33 $.72 $.76 $1.07

Earnings per share - diluted Income available to common shareholders Dilutive impact of options outstanding

$ 39,900 120,753 1,425 -------

$ 89,115 124,118 1,562 -------

$ 91,698 120,645 1,514 -------

$ 138,881 129,740 974 -------

Weighted average shares and potential dilutive shares outstanding 122,178 125,680 122,159 130,714 Earnings per share - dilutive $.33 $.71 $.75 $1.06 --------------------------------------------------------------------------------------------------------

Basic earnings per share is calculated using income available to common shareholders divided by the weighted average of common shares outstanding during the period. Diluted earnings per share is similar to basic earnings per share except that the weighted average of common shares outstanding is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares, such as options, had been issued.

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 12, 1998 AND THE CONSOLIDATED STATEMENT OF EARNINGS FOR THE 28 WEEKS ENDED SEPTEMBER 12, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

Exhibit 11 SUPERVALU INC. Computation of Earnings per Common Share (unaudited)
-------------------------------------------------------------------------------------------------------Second Quarter Ended Year-to-date Ended (In thousands, except per share amounts) Sept. 12, 1998 Sept. 6, 1997 Sept. 12, 1998 Sept. 6, 1997 -------------------------------------------------------------------------------------------------------Earnings per share - basic Income available to common shareholders $ 39,900 $ 89,115 $ 91,698 $ 138,881 Weighted average shares outstanding 120,753 124,118 120,645 129,740 Earnings per share - basic $.33 $.72 $.76 $1.07

Earnings per share - diluted Income available to common shareholders Dilutive impact of options outstanding

$ 39,900 120,753 1,425 -------

$ 89,115 124,118 1,562 -------

$ 91,698 120,645 1,514 -------

$ 138,881 129,740 974 -------

Weighted average shares and potential dilutive shares outstanding 122,178 125,680 122,159 130,714 Earnings per share - dilutive $.33 $.71 $.75 $1.06 --------------------------------------------------------------------------------------------------------

Basic earnings per share is calculated using income available to common shareholders divided by the weighted average of common shares outstanding during the period. Diluted earnings per share is similar to basic earnings per share except that the weighted average of common shares outstanding is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares, such as options, had been issued.

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 12, 1998 AND THE CONSOLIDATED STATEMENT OF EARNINGS FOR THE 28 WEEKS ENDED SEPTEMBER 12, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS

6 MOS FEB 27 1999 MAR 01 1998 SEP 12 1998 6,985 0 423,956 (13,959) 1,090,542 1,584,540 2,815,349 (1,186,468) 4,119,062 1,619,630 1,066,107 0 5,908 150,670 1,097,756 4,119,062 9,139,894 9,139,894 8,218,306 8,218,306

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 12, 1998 AND THE CONSOLIDATED STATEMENT OF EARNINGS FOR THE 28 WEEKS ENDED SEPTEMBER 12, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

6 MOS FEB 27 1999 MAR 01 1998 SEP 12 1998 6,985 0 423,956 (13,959) 1,090,542 1,584,540 2,815,349 (1,186,468) 4,119,062 1,619,630 1,066,107 0 5,908 150,670 1,097,756 4,119,062 9,139,894 9,139,894 8,218,306 8,218,306 0 3,691 65,596 153,009 61,311 91,698 0 0 0 91,698 .76 .75