SUPERVALU INC
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS, AS AMENDED
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>5
<FILENAME>dex1011.txt
<DESCRIPTION>DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS, AS AMENDED
<TEXT>
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                                                                   EXHIBIT 10.11

                                 SUPERVALU INC.
              DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
                          EFFECTIVE 6/27/96, AS AMENDED

1.      A director who is not an employee of the Company or of a subsidiary of
        the Company may elect to defer receipt of the payment of his cash fees
        and other cash compensation as a director until such time as he has
        ceased to be a director, as hereinafter provided.

2.      Any election hereunder to defer fees shall apply to all or any part of
        the cash fees and other cash compensation earned by the director as a
        director of the Company (quarterly retainer fees as well as fees for
        attending Board meetings and committee meetings, but not stock option
        grants or amounts paid pursuant to 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.

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8.      The balance in the director's deferred fee account (including interest
        thereon) accrued prior to July 1, 1996, shall be paid in ten equal
        annual installments, each installment being paid on or before January 10
        of each year beginning with the calendar year immediately following the
        year in which the director ceases to be a director. The balance in the
        director's deferred fee account (including interest thereon) accrued on
        and after July 1, 1996, shall be paid in a lump sum or in equal annual
        installments, as the director shall elect at the time the director makes
        the deferral election under paragraph 1 hereof. Notwithstanding the
        foregoing, the Company, acting by resolution of the Board exclusive of
        any director covered by this plan, in its sole discretion may determine
        to make payment of the balance in the director's deferred fee account
        (including accrued interest thereon) in one payment or in installments.
        Furthermore, the director may change the deferred payment election for
        cash fees and other cash compensation that has previously been deferred
        into the director's deferred fee account by delivering a subsequent
        deferral payment election in writing to the Secretary that will take
        effect at the beginning of the second complete calendar year after the
        date of the revised deferral payment election. Interest at the rates
        provided in Section 7 shall be earned on unpaid installments.

        The foregoing not to the contrary, after a director ceases to be a
        director, such person, or in the event of such person's death, his or
        her surviving spouse or beneficiary, may, at any time, request an
        immediate lump sum payment of all or part of the present value of his or
        her deferred fee account that is not yet due and payable, subject to
        forfeiture of ten percent (10%) of such amount.

9.      Upon the death of a director or a former director, any amounts of
        deferred director's fees and interest accrued shall be 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:

                (a)     the acquisition by any individual, entity or group
        (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
        Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of
        beneficial ownership (within the meaning of Rule 13d-3 promulgated under
        the Exchange Act) of 20% or more of either (i) the then outstanding
        shares of common stock of the Company (the "Outstanding Company Common
        Stock") or (ii) the combined voting power of the then outstanding voting
        securities of the Company entitled to vote generally in the election of
        directors (the "Outstanding Company Voting Securities"); provided,
        however, that for purposes of this subsection (a), the following
        acquisitions shall not constitute a Change of Control; (i) any
        acquisition

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        directly from the Company (ii) any acquisition by the Company, (iii) any
        acquisition by any employee benefit plan (or related trust) sponsored or
        maintained by the Company or any corporation controlled by the Company
        or (iv) any acquisition by any corporation pursuant to a transaction
        which complies with clauses (i), (ii) and (iii) of subsection (c)
        hereof, or

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

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

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

        Last Revised: 11-25-02

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