SECONDARY OFFERING AGREEMENT

 

                                                                    EXHIBIT 10.2

                                 AMENDMENT TO
                               STOCK BUYBACK AND
                         SECONDARY OFFERING AGREEMENT
                         ----------------------------

    AMENDMENT dated June 9, 1997 to AGREEMENT dated April 24, 1997, among ShopKo
Stores, Inc., a Minnesota corporation ("SK"), SUPERVALU INC., a Delaware
Corporation ("SV"), and Supermarket Operators of America, Inc., a Delaware
corporation and wholly-owned subsidiary of SV ("SOA").

    The parties hereby agree that existing Section 3.B. of the Agreement is
deleted, existing Section 3.C. is renumbered Section 3.B. and the reference in
existing Section 3.C. to "this Section 3.C." is amended to read "this Section
3.B."

    This Amendment shall be effective upon the receipt by SK of signed
Resignations in the forms attached as Attachments I and II.

    IN WITNESS WHEREOF, this Amendment to the Agreement has been signed on
behalf of each of the parties as of the date first above written by its duly
authorized officer.

                                         ShopKo Stores, Inc.

                                         By: /s/  DALE P. KRAMER
                                             ----------------------------------

                                         SUPERVALU INC.

                                         By: /s/  MICHAEL W. WRIGHT
                                             ----------------------------------

                                         Supermarket Operators of America, Inc.

                                         By: /s/  JEFFREY C. GIRARD
                                             ----------------------------------

                                                                    ATTACHMENT I

                                  RESIGNATION
                                  -----------

    I, Michael Wright, hereby submit my resignation from the Board of Directors 
of ShopKo Stores, Inc. ("SK"), effective upon the earlier of (i) the date of a 
notification to me that the Board of Directors of SK has recruited a substitute 
director to succeed me and (ii) October 1, 1997; provided, however, that such 
resignation shall be without force or effect unless on or prior to the earlier 
of such dates there shall have occurred the Closing (as defined in the Stock 
Buyback and Secondary Offering Agreement dated April 24, 1997 among SK, 
SUPERVALU INC. and Supermarket Operators of America, Inc.).  I also hereby 
submit my resignation as Chairman of the Board of SK, effective upon said 
Closing.

                                            /s/  Michael W. Wright
                                            ----------------------------------
                                                      Michael W. Wright

Date of Execution:  June 9, 1997

                                                                   ATTACHMENT II

                                  RESIGNATION
                                  -----------

    I, Jeffrey Girard, hereby submit my resignation from the Board of
Directors of ShopKo Stores, Inc. ("SK"), effective upon the earlier of (i) the
date of a notification to me that the Board of Directors of SK has recruited a
substitute director to succeed me and (ii) October 1, 1997; provided, however,
that such resignation shall be without force or effect unless on or prior to the
earlier of such dates there shall have occurred the Closing (as defined in the
Stock Buyback and Secondary Offering Agreement dated April 24, 1997 among SK,
SUPERVALU INC. and Supermarket Operators of America, Inc.).

                                            /s/  Jeffrey C. Girard
                                            ----------------------------------
                                                      Jeffrey C. Girard

Date of Execution:  June 9, 1997 

Basic Info X:

Name: SECONDARY OFFERING AGREEMENT
Type: Secondary Offering Agreement
Date: June 10, 1997
Company: SHOPKO STORES INC
State: Wisconsin

Other info:

Date:

  • October 1 , 1997
  • April 24 , 1997
  • June 9 , 1997

Organization:

  • Board of SK
  • Board of Directors of ShopKo Stores , Inc.
  • Board of Directors of SK
  • Supermarket Operators of America , Inc.

Location:

  • Minnesota
  • Delaware
  • America

Person:

  • DALE P. KRAMER
  • Michael Wright
  • Michael W. Wright
  • Jeffrey Girard
  • Jeffrey C. Girard