SUPERVALU INC
1997 STOCK PLAN, AS AMENDED
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>dex102.txt
<DESCRIPTION>1997 STOCK PLAN, AS AMENDED
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.2

                                 SUPERVALU INC.
                                 1997 STOCK PLAN

Section 1. Purpose.
-------------------

         The purpose of the Plan is to promote the interests of the Company and
its stockholders by aiding the Company in attracting and retaining employees, to
offer such employees incentives to put forth maximum efforts for the success of
the Company's business and to afford such employee an opportunity to acquire a
proprietary interest in the Company.

Section 2. Definitions.
-----------------------

         As used in the Plan, the following terms shall have the meanings set
forth below:

                  (a) "Affiliate" shall mean (i) any entity that, directly or
indirectly through one or more intermediaries, is controlled by the Company and
(ii) any entity in which the Company has a significant equity interest, in each
case as determined by the Committee.

                  (b) "Award" shall mean any Option, Stock Appreciation Right,
Restricted Stock, Restricted Stock Unit, Performance Award, or Other Stock-Based
Award granted under the Plan.

                  (c) "Award Agreement" shall mean any written agreement,
contract or other instrument or document evidencing any Award granted under the
Plan.

                  (d) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, and any regulations promulgated thereunder.

                  (e) "Committee" shall mean a committee of the Company
designated by the Board of Directors of the Company to administer the Plan,
which shall consist of members appointed from time to time by the Board of
Directors.

                  (f) "Company" shall mean SUPERVALU INC., a Delaware
corporation, and any successor corporation.

                  (g) "Eligible Person" shall mean any employee, consultant or
independent contractor providing services to the Company or any Affiliate who
the Committee determines to be an Eligible Person. An officer or director of the
Company or any Affiliate that is subject to Section 16 of the Securities
Exchange Act of 1934, as amended, or any successor rule or regulation, shall not
be an Eligible Person.

                  (h) "Fair Market Value" shall mean, with respect to any
property (including, without limitation, any Shares or other securities), the
fair market value of such property determined by such methods or procedures as
shall be established from time to time by the Committee. Notwithstanding the
foregoing, unless otherwise determined by the Committee, the Fair Market Value
of Shares on a given date for purposes of the Plan shall be the average of the
opening and closing sale price of the Shares as reported on the New York Stock
Exchange on such date or, if such Exchange is not open for trading on such date,
on the day closest to such date when such Exchange is open for trading.

                  (i) "Option" shall mean an option granted under Section 6(a)
of the Plan that shall not be an incentive stock option within the meaning of
Section 422 of the Code or any successor provision and shall include Restoration
Options.

<PAGE>

                  (j) "Other Stock-Based Award" shall mean any right granted
under Section 6(f) of the Plan.

                  (k) "Participant" shall mean an Eligible Person designated to
be granted an Award under the Plan.

                  (l) "Performance Award" shall mean any right granted under
Section 6(e) of the Plan.

                  (m) "Person" shall mean any individual, corporation,
partnership, association or trust.

                  (n) "Plan" shall mean this 1997 Stock Plan, as amended from
time to time.

                  (o) "Restoration Option" shall mean any Option granted under
Section 6(b) of the Plan.

                  (p) "Restricted Stock" shall mean any Share granted under
Section 6(d) of the Plan.

                  (q) "Restricted Stock Unit" shall mean any unit granted under
Section 6(d) of the Plan evidencing the right to receive a Share (or a cash
payment equal to the Fair Market Value of a Share) at some future date.

                  (r) "Shares" shall mean shares of Common Stock, $1.00 par
value, of the Company or such other securities or property as may become subject
to Awards pursuant to an adjustment made under Section 4(c) of the Plan.

                  (s) "Stock Appreciation Right" shall mean any right granted
under Section 6(c) of the Plan.


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<PAGE>

Section 3. Administration.
--------------------------

                  (a) Power and Authority of the Committee. The Plan shall be
administered by the Committee. Subject to the express provisions of the Plan and
to applicable law, the Committee shall have full power and authority to: (i)
designate Participants; (ii) determine the type or types of Awards to be granted
to each Participant under the Plan; (iii) determine the number of Shares to be
covered by (or with respect to which payments, rights or other matters are to be
calculated in connection with) each Award; (iv) determine the terms and
conditions of any Award or Award Agreement; (v) amend the terms and conditions
of any Award or Award Agreement and accelerate the exercisability of Options or
the lapse of restrictions relating to Restricted Stock, Restricted Stock Units
or other Awards; (vi) determine whether, to what extent and under what
circumstances Awards may be exercised in cash, Shares, other securities, other
Awards or other property, or canceled, forfeited or suspended; (vii) determine
whether, to what extent and under what circumstances cash, Shares, other
securities, other Awards, other property and other amounts payable with respect
to an Award under the Plan shall be deferred either automatically or at the
election of the holder thereof or the Committee; (viii) interpret and administer
the Plan and any instrument or agreement relating to, or Award made under, the
Plan; (ix) establish, amend, suspend or waive such rules and regulations and
appoint such agents as it shall deem appropriate for the proper administration
of the Plan; and (x) make any other determination and take any other action that
the Committee deems necessary or desirable for the administration of the Plan.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with respect to the
Plan or any Award shall be within the sole discretion of the Committee, may be
made at any time and shall be final, conclusive and binding upon any
Participant, any holder or beneficiary of any Award and any employee of the
Company or any Affiliate.

                  (b) Delegation. The Committee may delegate its powers and
duties under the Plan to one or more officers of the Company or any Affiliate or
a committee of such officers, subject to such terms, conditions and limitations
as the Committee may establish in its sole discretion.

                  (c) Power and Authority of the Board of Directors.
Notwithstanding anything to the contrary contained herein, the Board of
Directors may, at any time and from time to time, without any further action of
the Committee, exercise the powers and duties of the Committee under the Plan.

Section 4. Shares Available for Awards.
---------------------------------------

                  (a) Shares Available. Subject to adjustment as provided in
Section 4(c), the aggregate number of Shares which may be issued under all
Awards under the Plan shall be 10,800,000 (subject to further adjustment upon
certain changes in the Company's capitalization as described below). Shares to
be issued under the Plan shall be Shares reacquired and held in the treasury of
the Company. If any Shares covered by an Award or to which an Award relates are
not purchased or are forfeited, or if an Award otherwise terminates without
delivery of any Shares, then the number of Shares counted against the aggregate
number of Shares available under the Plan with respect to such Award, to the
extent of any such forfeiture or termination, shall again be available for
granting Awards under the Plan.

                  (b) Accounting for Awards. For purposes of this Section 4, if
an Award entitles the holder thereof to receive or purchase Shares, the number
of Shares covered by such Award or to which such Award relates shall be counted
on the date of grant of such Award against the aggregate number of Shares
available for granting Awards under the Plan.


                                       3

<PAGE>

                  (c) Adjustments. In the event that the Committee shall
determine that any dividend or other distribution (whether in the form of cash,
Shares, other securities or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Shares or other securities of the
Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company or other similar corporate transaction or event
affects the Shares such that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the number and type of Shares (or other securities or other property) which
thereafter may be made the subject of Awards, (ii) the number and type of Shares
(or other securities or other property) subject to outstanding Awards and (iii)
the purchase or exercise price with respect to any Award; provided, however,
that the number of Shares covered by any Award or to which such Award relates
shall always be a whole number.

Section 5. Eligibility.
-----------------------

         Any Eligible Person shall be eligible to be designated a Participant.
In determining which Eligible Persons shall receive an Award and the terms of
any Award, the Committee may take into account the nature of the services
rendered by the respective Eligible Persons, their present and potential
contributions to the success of the Company or such other factors as the
Committee, in its discretion, shall deem relevant.

Section 6. Awards.
------------------

                  (a) Options. The Committee is hereby authorized to grant
Options to Participants with the following terms and conditions and with such
additional terms and conditions not inconsistent with the provisions of the Plan
as the Committee shall determine:

                           (i) Exercise Price. The purchase price per Share
         purchasable under an Option shall be determined by the Committee;
         provided, however, that such purchase price shall not be less than 100%
         of the Fair Market Value of a Share on the date of grant of such
         Option.

                           (ii) Option Term. The term of each Option shall be
         fixed by the Committee.

                           (iii) Time and Method of Exercise. The Committee
         shall determine the time or times at which an Option may be exercised
         in whole or in part and the method or methods by which, and the form or
         forms (including, without limitation, cash, Shares, promissory notes,
         other securities, other Awards or other property, or any combination
         thereof, having a Fair Market Value on the exercise date equal to the
         relevant exercise price) in which, payment of the exercise price with
         respect thereto may be made or deemed to have been made.

                  (b) Restoration Options. The Committee may grant Restoration
Options, separately or together with an Option, pursuant to which, subject to
the terms and conditions established by the Committee and any applicable law,
the Participant would be granted a new Option when the payment of the exercise
price of the non-qualified stock option to which such Restoration Option relates
is made by the delivery or withholding of Shares pursuant to the relevant
provisions of the plan or agreement relating to such non-qualified stock option.
The new


                                       4

<PAGE>

Option shall give the holder the right to purchase the number of Shares not
exceeding the sum of (A) the number of Shares so provided as consideration upon
the exercise of the previously granted non-qualified stock option to which such
Restoration Option relates and (B) the number of Shares, if any, tendered or
withheld as payment of the amount to be withheld under applicable tax laws in
connection with the exercise of the non-qualified stock option to which such
Restoration Option relates pursuant to the relevant provisions of the plan or
agreement relating to such non-qualified stock option. Restoration Options may
be granted with respect to Options previously granted under the Plan or any
other stock option plan of the Company, and may be granted in connection with
any Option granted under the Plan or any other stock option plan of the Company
at the time of such grant; provided, however, that Restoration Options may only
be granted to Eligible Persons.

                  (c) Stock Appreciation Rights. The Committee is hereby
authorized to grant Stock Appreciation Rights to Participants subject to the
terms of the Plan and any applicable Award Agreement. A Stock Appreciation Right
granted under the Plan shall confer on the holder thereof a right to receive
upon exercise thereof the excess of (i) the Fair Market Value of one Share on
the date of exercise (or, if the Committee shall so determine, at any time
during a specified period before or after the date of exercise) over (ii) the
grant price of the Stock Appreciation Right as specified by the Committee, which
price shall not be less than 100% of the Fair Market Value of one Share on the
date of grant of the Stock Appreciation Right. Subject to the terms of the Plan
and any applicable Award Agreement, the grant price, term, methods of exercise,
dates of exercise, methods of settlement and any other terms and conditions of
any Stock Appreciation Right shall be as determined by the Committee. The
Committee may impose such conditions or restrictions on the exercise of any
Stock Appreciation Right as it may deem appropriate.

                  (d) Restricted Stock and Restricted Stock Units. The Committee
is hereby authorized to grant Awards of Restricted Stock and Restricted Stock
Units to Participants with the following terms and conditions and with such
additional terms and conditions not inconsistent with the provisions of the Plan
as the Committee shall determine:

                           (i) Restrictions. Shares of Restricted Stock and
         Restricted Stock Units shall be subject to such restrictions as the
         Committee may impose (including, without limitation, any limitation on
         the right to vote a Share of Restricted Stock or the right to receive
         any dividend or other right or property with respect thereto), which
         restrictions may lapse separately or in combination at such time or
         times, in such installments or otherwise as the Committee may deem
         appropriate.

                           (ii) Stock Certificates. Any Restricted Stock granted
         under the Plan shall be evidenced by issuance of a stock certificate or
         certificates, which certificate or certificates shall be held by the
         Company. Such certificate or certificates shall be registered in the
         name of the Participant and shall bear an appropriate legend referring
         to the terms, conditions and restrictions applicable to such Restricted
         Stock. In the case of Restricted Stock Units, no Shares shall be issued
         at the time such Awards are granted.

                           (iii) Forfeiture; Delivery of Shares. Except as
         otherwise determined by the Committee, upon termination of employment
         (as determined under criteria established by the Committee) during the
         applicable restriction period, all Shares of Restricted Stock and all
         Restricted Stock Units at such time subject to restriction shall be
         forfeited and reacquired by the Company; provided, however, that the
         Committee may, when it finds that a waiver would be in the best
         interest of the Company, waive in whole or in part any or all remaining
         restrictions with respect to Shares of Restricted Stock or Restricted
         Stock


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<PAGE>

         Units. Any Share representing Restricted Stock that is no longer
         subject to restrictions shall be delivered to the holder thereof
         promptly after the applicable restrictions lapse or are waived. Upon
         the lapse or waiver of restrictions and the restricted period relating
         to Restricted Stock Units evidencing the right to receive Shares, such
         Shares shall be issued and delivered to the holders of the Restricted
         Stock Units.

                  (e) Performance Awards. The Committee is hereby authorized to
grant Performance Awards to Participants subject to the terms of the Plan and
any applicable Award Agreement. A Performance Award granted under the Plan (i)
may be denominated or payable in cash, Shares (including, without limitation,
Restricted Stock), other securities, other Awards or other property and (ii)
shall confer on the holder thereof the right to receive payments, in whole or in
part, upon the achievement of such performance goals during such performance
periods as the Committee shall establish. Subject to the terms of the Plan and
any applicable Award Agreement, the performance goals to be achieved during any
performance period, the length of any performance period, the amount of any
Performance Award granted, the amount of any payment or transfer to be made
pursuant to any Performance Award and any other terms and conditions of any
Performance Award shall be determined by the Committee.

                  (f) Other Stock-Based Awards. The Committee is hereby
authorized to grant to Participants such other Awards that are denominated or
payable in, valued in whole or in part by reference to, or otherwise based on or
related to, Shares (including, without limitation, securities convertible into
Shares), as are deemed by the Committee to be consistent with the purpose of the
Plan; provided, however, that such grants must comply with applicable law.
Subject to the terms of the Plan and any applicable Award Agreement, the
Committee shall determine the terms and conditions of such Awards. Shares or
other securities delivered pursuant to a purchase right granted under this
Section 6(f) shall be purchased for such consideration, which may be paid by
such method or methods and in such form or forms (including without limitation,
cash, Shares, promissory notes, other securities, other Awards or other property
or any combination thereof), as the Committee shall determine, the value of
which consideration, as established by the Committee, shall not be less than
100% of the Fair Market Value of such Shares or other securities as of the date
such purchase right is granted.

                  (g) General.

                           (i) No Cash Consideration for Awards. Awards shall be
         granted for no cash consideration or for such minimal cash
         consideration as may be required by applicable law.

                            (ii) Awards May Be Granted Separately or Together.
         Awards may, in the discretion of the Committee, be granted either alone
         or in addition to, in tandem with or in substitution for any other
         Award or any award granted under any plan of the Company or any
         Affiliate other than the Plan. Awards granted in addition to or in
         tandem with other Awards or in addition to or in tandem with awards
         granted under any such other plan of the Company or any Affiliate may
         be granted either at the same time as or at a different time from the
         grant of such other Awards or awards.

                           (iii) Forms of Payment under Awards. Subject to the
         terms of the Plan and of any applicable Award Agreement, payments or
         transfers to be made by the Company or an Affiliate upon the grant,
         exercise or payment of an Award may be made in such form or forms as
         the Committee shall determine (including, without limitation, cash,
         Shares, promissory notes, other securities, other Awards or other
         property or any combination thereof), and may be made in a single
         payment or transfer, in installments or


                                       6

<PAGE>

         on a deferred basis, in each case in accordance with rules and
         procedures established by the Committee. Such rules and procedures may
         include, without limitation, provisions for the payment or crediting of
         reasonable interest on installment or deferred payments.

                           (iv) Limits on Transfer of Awards. Unless otherwise
         determined by the Committee: (a) no Award and no right under any such
         Award shall be transferable by a Participant otherwise than by will or
         by the laws of descent and distribution; provided, however, that, if so
         determined by the Committee, a Participant may, in the manner
         established by the Committee, designate a beneficiary or beneficiaries
         to exercise the rights of the Participant and receive any property
         distributable with respect to any Award upon the death of the
         Participant; (b) each Award or right under any Award shall be
         exercisable during the Participant's lifetime only by the Participant
         or, if permissible under applicable law, by the Participant's guardian
         or legal representative; and (c) no Award or right under any such Award
         may be pledged, alienated, attached or otherwise encumbered, and any
         purported pledge, alienation, attachment or encumbrance thereof shall
         be void and unenforceable against the Company or any Affiliate.

                           (v) Term of Awards. The term of each Award shall be
         for such period as may be determined by the Committee.

                           (vi) Restrictions; Securities Exchange Listing. All
         certificates for Shares or other securities delivered under the Plan
         pursuant to any Award or the exercise thereof shall be subject to such
         stop transfer orders and other restrictions as the Committee may deem
         advisable under the Plan or the rules, regulations and other
         requirements of the Securities and Exchange Commission and any
         applicable federal or state securities laws, and the Committee may
         cause a legend or legends to be placed on any such certificates to make
         appropriate reference to such restrictions. If the Shares or other
         securities are traded on a securities exchange, the Company shall not
         be required to deliver any Shares or other securities covered by an
         Award unless and until such Shares or other securities have been
         admitted for trading on such securities exchange.

Section 7. Amendment and Termination; Adjustments.
--------------------------------------------------

         Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award Agreement or in the Plan:

                  (a) Amendments to the Plan. The Board of Directors of the
Company may amend, alter, suspend, discontinue or terminate the Plan.

                  (b) Amendments to Awards. The Committee may waive any
conditions of or rights of the Company under any outstanding Award,
prospectively or retroactively. The Committee may not amend, alter, suspend,
discontinue or terminate any outstanding Award, prospectively or retroactively,
without the consent of the Participant or holder or beneficiary thereof, except
as otherwise herein provided.

                  (c) Correction of Defects, Omissions and Inconsistencies. The
Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem desirable to carry the Plan into effect.

Section 8. Income Tax Withholding.
----------------------------------


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<PAGE>

         In order to comply with all applicable federal or state income tax laws
or regulations, the Company may take such action as it deems appropriate to
ensure that all applicable federal or state payroll, withholding, income or
other taxes, which are the sole and absolute responsibility of a Participant,
are withheld or collected from such Participant. In order to assist a
Participant in paying all or a portion of the federal and state taxes to be
withheld or collected upon exercise or receipt of (or the lapse of restrictions
relating to) an Award, the Committee, in its discretion and subject to such
additional terms and conditions as it may adopt, may permit the Participant to
satisfy such tax obligation by (i) electing to have the Company withhold a
portion of the Shares otherwise to be delivered upon exercise or receipt of (or
the lapse of restrictions relating to) such Award with a Fair Market Value equal
to the amount of such taxes or (ii) delivering to the Company Shares other than
Shares issuable upon exercise or receipt of (or the lapse of restrictions
relating to) such Award with a Fair Market Value equal to the amount of such
taxes. The election, if any, must be made on or before the date that the amount
of tax to be withheld is determined.

Section 9. General Provisions.
------------------------------

                  (a) No Rights to Awards. No Eligible Person, Participant or
other Person shall have any claim to be granted any Award under the Plan, and
there is no obligation for uniformity of treatment of Eligible Persons,
Participants or holders or beneficiaries of Awards under the Plan. The terms and
conditions of Awards need not be the same with respect to any Participant or
with respect to different Participants.

                  (b) Award Agreements. No Participant will have rights under an
Award granted to such Participant unless and until an Award Agreement shall have
been duly executed on behalf of the Company.

                  (c) No Limit on Other Compensation Arrangements. Nothing
contained in the Plan shall prevent the Company or any Affiliate from adopting
or continuing in effect other or additional compensation arrangements, and such
arrangements may be either generally applicable or applicable only in specific
cases.

                  (d) No Right to Employment. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any Affiliate, nor will it affect in any way the right of the Company
or an Affiliate to terminate such employment at any time, with or without cause.
In addition, the Company or an Affiliate may at any time dismiss a Participant
from employment free from any liability or any claim under the Plan, unless
otherwise expressly provided in the Plan or in any Award Agreement.

                  (e) Governing Law. The validity, construction and effect of
the Plan or any Award, and any rules and regulations relating to the Plan or any
Award, shall be determined in accordance with the laws of the State of
Minnesota.

                  (f) Severability. If any provision of the Plan or any Award is
or becomes or is deemed to be invalid, illegal or unenforceable in any
jurisdiction or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed or deemed amended
to conform to applicable laws, or if it cannot be so construed or deemed amended
without, in the determination of the Committee, materially altering the purpose
or intent of the Plan or the Award, such provision shall be stricken as to such
jurisdiction or Award, and the remainder of the Plan or any such Award shall
remain in full force and effect.


                                       8

<PAGE>

                  (g) No Trust or Fund Created. Neither the Plan nor any Award
shall create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any Affiliate.

                  (h) No Fractional Shares. No fractional Shares shall be issued
or delivered pursuant to the Plan or any Award, and the Committee shall
determine whether cash shall be paid in lieu of any fractional Shares or whether
such fractional Shares or any rights thereto shall be canceled, terminated or
otherwise eliminated.

                  (i) Headings. Headings are given to the Sections and
subsections of the Plan solely as a convenience to facilitate reference. Such
headings shall not be deemed in any way material or relevant to the construction
or interpretation of the Plan or any provision thereof.

Section 10. Effective Date of the Plan.
---------------------------------------

         The Plan shall be effective as of April 9, 1997.

Section 11. Term of the Plan.
-----------------------------

         Unless the Plan shall have been discontinued or terminated as provided
in Section 7(a), the Plan shall terminate on April 9, 2007. No Award shall be
granted after the termination of the Plan. However, unless otherwise expressly
provided in the Plan or in an applicable Award Agreement, any Award theretofore
granted may extend beyond the termination of the Plan, and the authority of the
Committee provided for hereunder with respect to the Plan and any Awards, and
the authority of the Board of Directors of the Company to amend the Plan, shall
extend beyond the termination of the Plan.

Adopted as of 4/9/97
Amended 8/18/98 (two-for-one stock split)
Amended 3/14/00 (increase in shares available)
Amended 4/10/02 (increase in shares available)


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