EXHIBIT (10)f

                                 SUPERVALU INC.
                   NON-EMPLOYEE DIRECTORS DEFERRED STOCK PLAN



     1. PURPOSE. The purpose of the SUPERVALU INC. Non-Employee Directors
Deferred Stock Plan (the "Plan") is to further strengthen the alignment of
interests between members of the Board of Directors (the "Board") of SUPERVALU
INC. (the "Company") who are not employees of the Company (the "Participants")
and the Company's stockholders through the increased ownership by Participants
of shares of the Company's common stock, par value $1.00 per share ("Common
Stock"). This will be accomplished by (i) providing to Participants deferred
compensation in the form of the right to receive shares of Common Stock for
services rendered in their capacity as directors, and (ii) allowing Participants
to elect voluntarily to defer all or a portion of their fees for services as
members of the Board pursuant to the Plan in exchange for the right to receive
shares of Common Stock valued at 110% of the cash fees otherwise payable.

     2. ELIGIBILITY. Each member of the Board of Directors of the Company who is
not an employee of the Company or of any subsidiary of the Company shall be
eligible to participate in the Plan.
                 
     3. FORMULA SHARE AWARD. Effective on July 1, or the first business day
thereafter in each year (the "Award Date"), the Company shall award each
Participant who shall continue to serve on the Board following the Award Date,
as a credit to the Participant's account under the Plan (the "Deferred Stock
Account"), that number of shares (rounded to the nearest one-hundredth share) of
Common Stock, having an aggregate fair market value on the Award Date of Fifteen
Thousand Dollars ($15,000) (the "Award"). The Award shall be in addition to any
cash retainer, stock options, or other remuneration received by the Participant
for services rendered as a director. If, after receiving an Award, the
Participant shall cease to serve on the Board prior to the Company's next annual
meeting, for any reason other than death or permanent disability, then such
Participant's Deferred Stock Account shall be reduced by (i) that number of
shares equal to 1/12 of the Award for each full calendar month during which the
Participant did not serve as a director of the Company, plus (ii) any dividends
paid on that number of shares of Common Stock specified in (i) above during the
period that the Participant did not serve as a director of the Company.

     4. ELECTION TO DEFER CASH COMPENSATION. A Participant may elect to defer,
in the form of a credit to the Participant's Deferred Stock Account all or a
portion of the annual cash retainer, meeting fees for attendance at meetings of
the Board and its committees, committee chairperson retainers, and any other
fees and retainers ("Compensation") otherwise payable to the director in cash
during the period following the effective date of the deferral election. Such
deferral election shall be made pursuant to Section 5.

     5. MANNER OF MAKING DEFERRAL ELECTION. A Participant may elect to defer
Compensation pursuant to the Plan by filing, no later than December 31 of each
year (or by such other date as the Committee shall determine), an irrevocable
election with the Corporate Secretary on a form provided for that purpose
("Deferral Election"). The Deferral Election shall be effective with respect to
Compensation payable on or after July 1 of the following year 

 
unless the Participant shall revoke or change the election by means of a
subsequent Deferral Election in writing that takes effect on the date specified
therein but in no event earlier than six (6) months (or such other period as the
Committee, as defined in Section 17, shall determine) after the subsequent
Deferral Election is received by the Company. The Deferral Election form shall
specify an amount to be deferred expressed as a dollar amount or as a percentage
of the Participant's Compensation otherwise payable in cash for the director's
services.

     6. CREDITS TO DEFERRED STOCK ACCOUNT FOR ELECTIVE DEFERRALS. On the first
day of each calendar quarter (the "Credit Date"), a Participant shall receive a
credit to his or her Deferred Stock Account. The amount of the credit shall be
the number of shares of Common Stock (rounded to the nearest one-hundredth of a
share) determined by dividing an amount equal to 110% of the Participant's
Compensation payable on the Credit Date and specified for deferral pursuant to
Section 5 hereof, by the fair market value on the Credit Date of a share of
Common Stock.

     7. FAIR MARKET VALUE. The fair market value of shares of Common Stock as of
a given date for all purposes of the Plan, shall be the closing sale price per
share of Common Stock as reported on the consolidated tape of the New York Stock
Exchange on the relevant date or, if the New York Stock Exchange is closed on
such day, then the day closest to such date on which it was open.

     8. DIVIDEND CREDIT. Each time a dividend is paid on the Common Stock, the
Participant shall receive a credit to his or her Deferred Stock Account equal to
that number of shares of Common Stock (rounded to the nearest one-hundredth of a
share) having a fair market value on the dividend payment date equal to the
amount of the dividend payable on the number of shares credited to the
Participant's Deferred Stock Account on the dividend record date.

     9. MAXIMUM NUMBER OF SHARES TO BE CREDITED UNDER THE PLAN. Subject to
adjustment as provided in Section 10, the maximum number of shares of Common
Stock that may be credited under the Plan is 500,000 shares.

     10. ADJUSTMENTS FOR CERTAIN CHANGES IN CAPITALIZATION. If the Company shall
at any time increase or decrease the number of its outstanding shares of Common
Stock or change in any way the rights and privileges of such shares by means of
the payment of a stock dividend or any other distribution upon such shares
payable in Common Stock, or through a stock split, subdivision, consolidation,
combination, reclassification, or recapitalization involving the Common Stock,
then the numbers, rights, and privileges of the shares credited under the Plan
shall be increased, decreased, or changed in like manner as if such shares had
been issued and outstanding, fully paid, and nonassessable at the time of such
occurrence.

     11. DEFERRAL PAYMENT ELECTION. At the time of making the Deferral Election,
each Participant shall also complete a deferral payment election specifying one
of the payment options described in Section 12 and 13, and the year in which
amounts credited to the Participant's Deferred Stock Account shall be paid in a
lump sum pursuant to Section 12, or in which installment payments shall commence
pursuant to Section 13. The Participant may change the deferral payment election
by means of a subsequent deferral payment election in writing that will take
effect (i) immediately upon receipt for deferrals credited after the date the


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Company receives such subsequent deferral payment election and (ii) at the
beginning of the second calendar year following the date of the revised deferral
payment election for deferrals previously credited to the Participant's Deferred
Stock Account.

     12. PAYMENT OF DEFERRED STOCK ACCOUNTS IN A LUMP SUM. Unless a Participant
elects to receive payment of his or her Deferred Stock Account in installments
as described in Section 13, credits to a Participant's Deferred Stock Account
shall be payable in full on January 10 of the year following the Participant's
termination of service on the Board (or the first business day thereafter) or
such other date as elected by the Participant pursuant to Section 11. All
payments shall be made in shares of Common Stock plus cash in lieu of any
fractional share. Notwithstanding the foregoing, in the event of a Change of
Control (as defined in Section 19), credits to a Participant's Deferred Stock
Account as of the business day immediately prior to the effective date of the
transaction constituting the Change of Control shall be paid in full to the
Participant or the Participant's beneficiary or estate, as the case may be, in
whole shares of Common Stock (together with cash in lieu of a fractional share)
on such date.

     13. PAYMENT OF DEFERRED STOCK ACCOUNTS IN INSTALLMENTS. A Participant may
elect to have his or her Deferred Stock Account paid in annual installments
following termination of service as a director or at such other time as elected
by the Participant pursuant to Section 11. All payments shall be made in shares
of Common Stock plus cash in lieu of any fractional share. All installment
payments shall be made annually on January 10 of each year (or the first
business day thereafter). The amount of each installment payment shall be
computed as the number of shares credited to the Participant's Deferred Stock
Account on the Computation Date, multiplied by a fraction, the numerator of
which is one and the denominator of which is the total number of installments
elected (not to exceed fifteen) minus the number of installments previously
paid. Amounts paid prior to the final installment payment shall be rounded to
the nearest whole number of shares; the final installment payment shall be for
the whole number of shares then credited to the Participant's Deferred Stock
Account, together with cash in lieu of any fractional shares. Notwithstanding
the foregoing, in the event of a Change of Control (as defined in Section 19),
credits to a Participant's Deferred Stock Account as of the business day
immediately prior to the effective date of the transaction constituting the
Change of Control shall be paid in full to the Participant or the Participant's
beneficiary or estate, as the case may be, in whole shares of Common Stock
(together with cash in lieu of a fractional share) on such date.

     14. DEATH OF PARTICIPANT. If a Participant dies before receiving all
payments to which he or she is entitled under the Plan, payment shall be made in
accordance with the Participant's designation of a beneficiary on a form
provided for that purpose and delivered to and accepted by the Committee (as
hereinafter defined) or, in the absence of a valid designation or if the
designated beneficiary does not survive the Participant, to such Participant's
estate.

     15. NONASSIGNABILITY. No right to receive payments under the Plan nor any
shares of Common Stock credited to a Participant's Deferred Stock Account shall
be assignable or transferable by a Participant other than by will or the laws of
descent and distribution. The designation of a beneficiary by a Participant
pursuant to Section 14 does not constitute a transfer.


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     16. PARTICIPANTS ARE GENERAL CREDITORS OF THE COMPANY. Benefits due under
this Plan shall be funded out of the general funds of the Company. The
Participants and beneficiaries thereof shall be general, unsecured creditors of
the Company with respect to any payments to be made pursuant to the Plan and
shall not have any preferred interest by way of trust, escrow, lien or otherwise
in any specific assets of the Company. If the Company shall, in fact, elect to
set aside monies or other assets to meet its obligations hereunder (there being
no obligation to do so), whether in a grantor's trust or otherwise, the same
shall, nevertheless, be regarded as a part of the general assets of the company
subject to the claims of its general creditors, and neither any Participant nor
any beneficiary of any Participant shall have a legal, beneficial, or security
interest therein.

     17. ADMINISTRATION. The Plan shall be administered by a committee (the
"Committee") of three or more individuals appointed by the Board to administer
the Plan. The members of the Committee must be members of, and shall serve at
the discretion of, the Board. The members of the Committee shall be
"disinterested persons" as defined in Rule 16b-3 under the Securities Exchange
Act of 1934, as amended (the "Act"), or any successor rule or definition adopted
by the Securities and Exchange Commission ("Rule 16b-3"), if, in the opinion of
counsel for the Company, the absence of "disinterested" administrators would
adversely impact the availability of the exemption from Section 16(b) of the Act
provided by Rule 16b-3 for any Participant's acquisition of Common Stock under
the Plan.

     Subject to the provisions of the Plan, the Committee shall have sole and
complete authority to construe and interpret the Plan; to establish, amend and
rescind appropriate rules and regulations relating to the Plan; to administer
the Plan; and to take all such steps and make all such determinations in
connection with the Plan as it may deem necessary or advisable to carry out the
provisions and intent of the Plan. All determinations of the Committee shall be
made by a majority of its members, and its determinations shall be final and
conclusive for all purposes and upon all persons, including, but without
limitation, the Company, the Committee, the Participants and their respective
successors in interest.

     18. AMENDMENT AND TERMINATION. The Board may at any time terminate,
suspend, or amend this Plan; provided, however, that the provisions of Sections
2 and 3 may not be amended more than once in every six months other than to
comport with changes in the Internal Revenue Code, ERISA, or the rules
thereunder. No such action shall deprive any Participant of any benefits to
which he or she would have been entitled under the Plan if termination of the
Participant's service as a director had occurred on the day prior to the date
such action was taken, unless agreed to by the Participant.

     19. CHANGE OF CONTROL. "Change of Control" means any one of the following
events:

     (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")) 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 


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benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company; or

     (b) 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

     (c) 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 of
Directors of the Company 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 of Directors of the Company by, or on the recommendation of
or with the approval of, at least three-fourths of the directors who then
qualified as 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

     (d) such other event or transaction as the Board of Directors of the
Company shall determine constitutes a Change of Control.

     20. EFFECTIVE DATE. The effective date of the Plan shall be the date of
approval of the Plan by the Company's stockholders.


Last Revised:  7/1/98