EXHIBIT (10)A.

                                FIRST AMENDMENT
                                      OF
                            SUPERVALU STORES, INC.
                           NONQUALIFIED SUPPLEMENTAL
                           EXECUTIVE RETIREMENT PLAN


Effective February 26, 1989, SUPERVALU STORES, INC., a Delaware corporation,
established an unfunded nonqualified deferred compensation plan for certain
executive employees in accordance with the terms of the Plan Statement entitled
SUPER VALU STORES, INC. NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN.
SUPERVALU STORES, INC. has reserved to itself the power to amend said Plan
Statement and SUPERVALU STORES, INC. desires to amend the Plan Statement in the
following respects:

     CHANGE OF CORPORATE NAME.  ALL REFERENCES IN THE PLAN STATEMENT TO
SUPERVALU STORES, INC. SHALL BE CHANGED TO SUPERVALU INC.

     REFERENCES TO SUPERVALU STORES, INC. RETIREMENT PLAN.  ALL REFERENCES IN
THE PLAN STATEMENT TO  THE "SUPERVALU STORES, INC. RETIREMENT PLAN" SHALL BE
CHANGED TO "SUPERVALU INC. RETIREMENT PLAN" TO REFLECT CHANGES MADE BY THE
SEVENTEENTH AMENDMENT TO THE SUPERVALU INC. RETIREMENT PLAN.

     CHANGE OF PLAN NAME.  THE NAME OF THIS PLAN SHALL BE CHANGED TO "SUPERVALU
INC. NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN."  ALL REFERENCES IN
THE PLAN STATEMENT SHALL BE REVISED TO REFLECT THE NEW PLAN NAME.

     BASIC PENSION.  ALL REFERENCES IN THE PLAN STATEMENT TO A "BASIC PENSION"
SHALL BE CHANGED TO "SINGLE LIFE ANNUITY" TO REFLECT CHANGES MADE BY THE
SEVENTEENTH AMENDMENT TO THE SUPERVALU INC. RETIREMENT PLAN.

     ACCRUED BENEFIT.  EFFECTIVE AS OF THE DATE THIS AMENDMENT IS ADOPTED, FOR
PARTICIPANTS WHO PERFORM ONE OR MORE HOURS OF SERVICE AFTER THAT DATE, SECTION
1.2.1 OF THE PLAN STATEMENT IS AMENDED TO READ IN FULL AS FOLLOWS:

     1.2.1.    ACCRUED BENEFIT -- the monthly amount of retirement income
determined for a Participant as of a specified date (defined as a benefit
payable monthly to the Participant in the Single Life Annuity form beginning on
the first day of the month following the Participant's Normal Retirement Date)
equal of the following:

     (a)       TIER 1 PARTICIPANTS. For any Participant who is not a Tier 2
               Participant on such date, a dollar amount equal to the excess of
               the

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               amount determined in (i) as of such date over the amount
               determined in (ii) as of such date:

               (i)  PRIMARY AMOUNT.

                    (A)  One and seven-tenths percent (.017) of the
                         Participant's Final Average Compensation multiplied by
                         the Participant's years of Credited Service determined
                         as of such specified date (not to exceed thirty years);
                         minus

                    (B)  the sum of (A) one-tenth percent (.001) of the
                         Participant's Final Average Compensation in excess of
                         Six Thousand Two Hundred Fifty Dollars ($6,250)
                         multiplied by the Participant's years of Credited
                         Service (not to exceed thirty years), and (B) one-
                         thirtieth (1/30) of the Participant's Approximate
                         Social Security Benefit multiplied by the Participant's
                         years of Credited Service (not to exceed thirty years).

               (ii) OFFSET.  A dollar amount (determined as of such specified
                    date), equal to the Single Life Annuity Determined under
                    Section 1.2.1(a) of the Retirement Plan (i.e., determined
                    without reduction for the offset provided in Section
                    1.2.1(a)(ii) of the Retirement Plan).

      (b)      TIER 2 PARTICIPANTS.  For a Participant who is a Tier 2
               Participant as of such date, a dollar amount equal to the excess
               of the amount determined in (i) as of such date over the amount
               determined in (ii) as of such date:

               (i)  PRIMARY AMOUNT.  Sixty percent (60%) of one-twelfth (1/12th)
                    of the average annual amount of Recognized Compensation
                    attributable to any five (5) completed (but not necessarily
                    consecutive) Plan Years within the Participant's last ten
                    (10) consecutive years of Recognized Employment which
                    produce the highest amount.

               (ii) OFFSET.  A dollar amount, equal to the sum of the following
                    (each determined as of such specified date, expressed as a
                    benefit payable monthly to the Participant in the Single
                    Life Annuity form beginning on the first day of the month
                    following the Participant's Normal Retirement Date and
                    converted to such form using the mortality and interest
                    assumptions in effect under the SUPERVALU INC. RETIREMENT
                    PLAN as of such date):

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                    (A)  the value of the Participant's Accrued Benefit under
                         the SUPERVALU INC. RETIREMENT PLAN as of such date; and

                    (B)  the value of any matching contributions made to an
                         account established for the Participant under the
                         SUPERVALU PRE-TAX SAVINGS AND PROFIT SHARING PLAN as of
                         such date; and

                    (C)  the value of any matching contributions credited to the
                         Participant under any nonqualified deferred
                         compensation plan sponsored by SUPERVALU INC. as of
                         such date; and

                    (D)  one-half of the Approximate Social Security Benefit
                         available to such Participant as of such date.

      RENUMBERING.  EFFECTIVE AS OF THE DATE THIS AMENDMENT IS ADOPTED, SECTION
2.2 OF THE PLAN STATEMENT IS AMENDED REDESIGNATING IT AS SECTION 2.3.

      DESIGNATION OF TIER 2 PARTICIPANTS.  EFFECTIVE AS OF THE DATE THIS
AMENDMENT IS ADOPTED, SECTION 2 OF THE PLAN STATEMENT IS AMENDED BY ADDING A NEW
SECTION 2.2 TO READ AS FOLLOWS:

2.2.  TIER 2 PARTICIPANTS.  The Board of Directors of SUPERVALU INC. shall have
sole authority and discretion to designate Participants as Tier 2 Participants
under this Plan on such terms as the Board may determine.

      DEATH BENEFITS.  EFFECTIVE AS OF THE DATE THIS AMENDMENT IS ADOPTED, FOR
PARTICIPANTS WHO PERFORM ONE OR MORE HOURS OF SERVICE AFTER THAT DATE, SECTION
5.1 OF THE PLAN STATEMENT IS AMENDED TO READ IN FULL AS FOLLOWS:

5.1.  DEATH BEFORE BENEFIT COMMENCEMENT.

      5.1.1.   WHEN AVAILABLE.  A survivor benefit ("Survivor Benefit") shall be
payable upon the death of a Participant who at death had not yet begun to
receive any payment of the Supplemental Pension under the Plan.

      5.1.2.   BENEFICIARY.  If the Participant was married for at least one (1)
year ending on the date of the Participant's death, the survivor benefit shall
be payable to the surviving spouse unless the Participant has elected otherwise
pursuant to rules established by the Retirement Committee.  If the Participant
was not married to the same spouse for at least one (1) year ending on the date
of death, the survivor benefit shall be payable to the Participant's designated
beneficiary or, in absence of such designation, the Participant's estate.

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      5.1.3.   Amount.  The amount of the Survivor Benefit shall be fifty
percent (50%) of the amount of the Participant's Accrued Benefit determined as
of the date of the Participant's death.

      5.1.4.   Form of Benefit.

      (a)      Surviving Spouse Beneficiary.  If the beneficiary is the
               Participant's spouse, the Survivor Benefit shall be a monthly
               annuity payable to the spouse for the lifetime of the spouse, 
               the first payment of which shall be due after the death of the
               Participant on the first day of the month following the
               Participant's death with no actuarial reduction for early
               commencement.   The Participant may elect before November 1, 1990
               to convert the death benefits provided under this Section to any
               Actuarially Equivalent form of benefit that would have been made
               available under Section 4 to the Participant at his Termination
               of Employment.  No election, recision or other action taken by
               the Participant under Section 4 shall be effective to modify the
               survivor annuity hereinbefore described.  No other death benefit
               shall be payable with respect to a Participant who dies under
               these circumstances.

      (b)      Non-Spouse Beneficiary.   If the beneficiary is not the
               Participant's spouse, the Survivor Benefit is a lump sum which 
               is the Actuarial Equivalent of a monthly annuity payable to the 
               beneficiary for the lifetime of an individual who is the same age
               as the Participant, the first payment of which would be due after
               the death of the Participant on the first day of the month
               following the Participant's death with no actuarial reduction for
               early commencement.

      Savings Clause.  Save and except as herein expressly amended the Plan
Statement shall continue in full force and effect.



August 7, 1996                             SUPERVALU INC.
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                                    By: \s\Ronald C. Tortelli
                                       ----------------------
                                       Its: Sr. V.P. Human Resources

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