EXHIBIT (10)r


                                SECOND AMENDMENT
                                       OF
                                 SUPERVALU INC.
                            NONQUALIFIED SUPPLEMENTAL
                            EXECUTIVE RETIREMENT PLAN


         Effective February 26, 1989, SUPERVALU 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
SUPERVALU INC. NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, as amended
by a First 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.       TIER 2 OFFSET. 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(b)(ii) OF THE PLAN STATEMENT IS AMENDED TO READ IN FULL
         AS FOLLOWS:

         (ii)     OFFSET. A dollar amount, equal to the sum of the following:

                  (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; and

                  (E)      a dollar amount as specified by the Board of
                           Directors of SUPERVALU INC. (or any duly authorized
                           committee of the Board of Directors of SUPERVALU
                           INC.).

                  These offsets shall be 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, if necessary, shall be converted
                  to such form using the mortality and interest assumptions in
                  effect under the SUPERVALU INC. RETIREMENT PLAN as of such
                  date.

2.       SAVINGS CLAUSE. SAVE AND EXCEPT AS HEREIN EXPRESSLY AMENDED THE PLAN
         STATEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT.