EXHIBIT (10)c

                                  AMENDMENTS TO
                                 SUPERVALU INC.
                      EXECUTIVE DEFERRED COMPENSATION PLANS

     The nonqualified deferred compensation plans maintained by SUPERVALU INC.
and known as the SUPERVALU Deferred Compensation Plan, as amended, and the
SUPERVALU INC. Executive Deferred Compensation Plan II, as amended (collectively
the "Plans") shall each be amended to provide for the following:

1.   Section 2.1(f) of each of the Plans shall be amended in its entirety to
     read as follows:

     "(f) "Change of Control" means:

     (i)  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")) of beneficial ownership (within
          the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20%
          or more of either (A) the then outstanding shares of common stock of
          the Company or (B) the combined voting power of the then outstanding
          voting securities of the Company entitled to vote generally in the
          election of directors; provided, however, that for purposes of this
          subsection (i), the following acquisitions shall not constitute a
          Change of Control; (A) any acquisition directly from the Company or
          (B) any acquisition by any employee benefit plan (or related trust)
          sponsored or maintained by the Company or any corporation controlled
          by the Company; or

     (ii) the consummation of any merger or other business combination of the
          Company, sale or lease of the Company's assets or combination of the
          foregoing transactions (the "Transactions") other than a Transaction
          immediately following which the shareholders of the Company and any
          trustee or fiduciary of any Company employee benefit plan immediately
          prior to the Transaction own at least 60% of the voting power,
          directly or indirectly, of (A) the surviving corporation in any such
          merger or other business combination; (B) the purchaser or lessee of
          the Company's assets; or (C) both the surviving corporation and the
          purchaser or lessee in the event of any combination of Transactions;
          or

     (iii) within any 24 month period, the persons who were directors
          immediately before the beginning of such period (the "Incumbent
          Directors") shall cease (for any reason other than death) to
          constitute at least a majority of the Board or the board of directors
          of a successor to the Company. For this purpose, any director who was
          not a director at the beginning of such period shall be deemed to be
          an Incumbent Director if such director was elected to the Board by, or
          on the recommendation of or with the approval of, at least
          three-fourths of the directors who then qualified as 

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          Incumbent Directors (so long as such director was not nominated by a
          person who has expressed an intent to effect a Change of Control or
          engage in a proxy or other control contest); or

     (iv) such other event or transaction as the Board shall determine
          constitutes a Change of Control."

2.   Save and except as herein expressly amended, each of the Plans shall
     continue in full force and effect.


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