Exhibit 10.7
                               AMENDMENT NO. 2 TO
                   EMPLOYMENT AND SEVERANCE BENEFITS AGREEMENT

          AMENDMENT  NO. 2 (the  "Amendment"),  dated as of June 9, 1999, to the
Employment and Severance Benefits Agreement (the "Agreement"), dated as of April
28, 1996, as amended,  between RICHFOOD HOLDINGS,  INC. (the "Company") and JOHN
E. STOKELY (the "Employee").

         WHEREAS,  the Company has entered into an Agreement and Plan of Merger,
dated as of June 9, 1999, among SUPERVALU INC., Winter Acquisition, Inc. and the
Company (the "Merger Agreement"); and

         WHEREAS,  it is  essential  that the  Company be managed  and  operated
efficiently  and effectively  through and until the Closing  contemplated in the
Merger  Agreement,  and that the Company  retain its key management in the event
that the Merger Agreement is terminated for any reason prior to the Closing; and

         WHEREAS,  the  Company  wishes to provide an  incentive  to Employee to
remain in the  Company's  employ  through  the  Closing  Date (as defined in the
Merger Agreement) to help assure that the Company  discharges its commitments to
customers and that the change of ownership is effected smoothly.

         NOW,  THEREFORE,  in consideration of the premises,  the parties hereto
have agreed as follows:

          1. Amendment. Existing Section 8 is designated as Section 8(a) and the
following paragraph is added as Section 8(b):

         Stay Bonus.  If Employee  remains in the employ of the Company  through
         the Closing Date (as defined in the Agreement and Plan of Merger, dated
         as of June 9, 1999, among SUPERVALU INC., Winter Acquisition,  Inc. and
         the  Company),  Employee  shall  receive  a lump sum cash  payment,  in
         addition to all other amounts payable  hereunder,  of $1,500,000.  Such
         payment will be made to the Employee at the Closing.

Except as specifically  amended hereby,  the Agreement remains in full force and
effect in accordance with its terms.

         2.  Miscellaneous.  The  Agreement  as amended  constitutes  the entire
agreement  between  the  parties,   and  supersedes  all  prior  agreements  and
understandings between the parties with respect to the subject matter hereof. No
agreements or representations,  express or implied,  with respect to the subject
matter  hereof have been made by either party which are not set forth  expressly
in  the  Agreement,   as  amended   through  the  date  hereof.   The  validity,
interpretation, construction and performance of this Amendment shall be governed
by the laws of the Commonwealth of Virginia.

         IN WITNESS  WHEREOF,  the Company has caused this  Amendment to be duly
executed on its behalf, and Employee has duly executed this Amendment, all as of
the date first written above.

                                   RICHFOOD HOLDINGS, INC.




                                   /s/ Albert F. Sloan
                                  -----------------------
                                   Albert F. Sloan
                                   Director and Chairman, Executive
                                   Compensation Committee





                                   JOHN E. STOKELY



                                   /s/ John E. Stokely
                                   -----------------------
                                   John E. Stokely