8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8–K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 19, 2007

SUPERVALU INC.

(Exact name of registrant as specified in its charter)

Delaware	1–5418	41–0617000
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11840 Valley View Road Eden Prairie, Minnesota	55344
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (952) 828-4000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 19, 2007, the Executive Personnel and Compensation Committee of the Board of Directors of SUPERVALU INC. (the “Company”) approved a grant of stock appreciation rights to Jeffrey Noddle, Chairman and Chief Executive Officer of the Company, under the SUPERVALU INC. 2007 Stock Plan (the “Plan”). The stock appreciation rights were granted as part of the annual long-term incentive compensation award to Mr. Noddle and reflect the Executive Personnel and Compensation Committee’s decision to allocate the value of a portion of Mr. Noddle’s long-term incentive compensation award, that was in prior years granted in the form of stock options, equally between stock options and cash-settled stock appreciation rights.

Consistent with the Company’s Policy Regarding Granting of Equity Compensation, the grant date of the stock appreciation rights will be the first day immediately following the date of termination of the current blackout period resulting from the quarterly release of earnings that is a business day on which the New York Stock Exchange is open for trading. The stock appreciation rights will have a value of $1,250,000 as of the grant date, will be for that number of shares of the Company’s common stock determined by the application of the Black-Scholes valuation methodology based on the fair market value (as defined in the Plan) of the Company’s common stock on the grant date, and will have a grant price per share that is equal to the fair market value (as defined in the Plan) of one share of the Company’s common stock on the grant date. The stock appreciation rights will vest 20% on the grant date and 20% on each of the first, second, third and fourth anniversaries of the grant date. Upon exercise, the per share amount payable will be the excess of the fair market value (as defined in the Plan) of one share of common stock on the date of exercise over the grant price, and will be payable only in cash and not in shares of common stock. The stock appreciation rights will have a term of seven years from the grant date, and will be subject to the terms and conditions set forth in the form of Stock Appreciation Rights Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

On July 19, 2007, the Executive Personnel and Compensation Committee also approved the forms of Stock Appreciation Rights Agreement, Stock Option Agreement and Restoration Stock Option Agreement for awards to officers of the Company under the Plan, which are attached as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

A copy of the Plan is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 31, 2007.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Form of SUPERVALU INC. 2007 Stock Plan Stock Appreciation Rights Agreement for Officers*
10.2	Form of SUPERVALU INC. 2007 Stock Plan Stock Option Agreement and Stock Option Terms and Conditions for Officers*
10.3	Form of SUPERVALU INC. 2007 Stock Plan Restoration Stock Option Agreement and Restoration Stock Option Terms and Conditions for Officers*

* Indicates management contract, compensatory plan or arrangement required to be filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SUPERVALU INC.
	(Registrant)
Date: July 20, 2007
	By:	/s/ Burt M. Fealing
		Burt M. Fealing
		Vice President,
		Corporate Secretary and Chief Securities Counsel (Authorized Officer of Registrant)

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EXHIBIT INDEX

Exhibit	Description of Exhibit
10.1	Form of SUPERVALU INC. 2007 Stock Plan Stock Appreciation Rights Agreement for Officers*
10.2	Form of SUPERVALU INC. 2007 Stock Plan Stock Option Agreement and Stock Option Terms and Conditions for Officers*
10.3	Form of SUPERVALU INC. 2007 Stock Plan Restoration Stock Option Agreement and Restoration Stock Option Terms and Conditions for Officers*

* Indicates management contract, compensatory plan or arrangement required to be filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K

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EX-10.1

EXHIBIT 10.1

SUPERVALU INC.

2007 STOCK PLAN

STOCK APPRECIATION RIGHTS AGREEMENT

This STOCK APPRECIATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of                     , 2007, which is the grant date (the “Grant Date”), by and between SUPERVALU INC., a Delaware corporation (the “Company”), and             , the individual whose name appears below (“Executive”).

The Company has established the 2007 Stock Plan (the “Plan”), under which key employees of the Company and its Affiliates may be granted stock appreciation rights. Executive has been selected by the Company to receive stock appreciation rights subject to the provisions of this Agreement and the Plan. Capitalized terms that are used in this Agreement, that are not defined, shall have the meanings ascribed to them in the Plan.

In consideration of the foregoing, the Company and Executive hereby agree as follows:

1. Grant of Stock Appreciation Rights; Term. The Company hereby grants Executive the stock appreciation rights (the “SAR”) with respect to              shares (the “Shares”) of Common Stock of the Company. The grant price of the SAR is $             per share (the “Grant Price”). The SAR is subject to the terms and conditions set forth in this Agreement, and the terms and provisions of the Plan. To accept the SAR, Executive must sign and return a copy of this Agreement to the Company or this Agreement must be delivered and accepted through an electronic medium in accordance with procedures established by the Company within ninety (90) days after the Grant Date. By so doing, Executive acknowledges receipt of this Agreement and the Plan, and represents that he or she has read and understands the same and agrees to be bound by this Agreement and terms and provisions of the Plan. A copy of the Plan is available upon Executive’s request. In the event that any provision of this Agreement is inconsistent with the terms and provisions of the Plan, the terms and provisions of the Plan shall govern. Any question of administration or interpretation arising under this Agreement shall be determined by the Committee administering the Plan, and such determination shall be final, conclusive and binding upon all parties in interest.

The term of the SAR shall be for a period of seven (7) years from the Grant Date and shall terminate at the close of business on the seventh anniversary of the Grant Date (the “Expiration Date”) or such shorter period as provided for herein.

2. Vesting; Exercisability; Transferability.

(a) Except as otherwise provided in this Agreement, (i) twenty percent (20%) of the SAR shall vest on the Grant Date and the remaining portion shall vest in four (4) equal annual installments commencing on each anniversary of the Grant Date and (ii) the vested portion of the SAR may be exercised in whole or part at any time prior to the Expiration Date.

(b) Unless otherwise determined by the Committee, the SAR shall not be transferable other than by will or the laws of descent and distribution. More particularly, the SAR may not be assigned, transferred, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the SAR contrary to these provisions, or the levy of any execution, attachment or similar process upon the SAR, shall be void.

3. Effect of Termination of Employment. Following the termination of Executive’s employment with the Company or an Affiliate for any of the reasons set forth below, Executive’s right to exercise the SAR, as well as that of Executive’s beneficiary or beneficiaries, shall be as follows:

(a) Voluntary or Involuntary. If Executive’s employment is terminated voluntarily or involuntarily for any reason other than retirement, death or permanent disability, Executive may exercise the SAR prior to the Expiration Date, at any time within a period of up to two (2) years after such termination of employment, to the full extent of the portion of the SAR which was vested as of the date of termination of Executive’s employment. However, the Committee may, in its sole and absolute discretion, except in the case of the termination of Executive’s employment following the occurrence of a Change of Control (as defined in Section 4), during a period of seventy-five (75) days after such termination of employment and following ten (10) days’ written notice to Executive, reduce the period of time during which the SAR may be exercised to any period of time designated by the Committee, provided such period is not less than ninety (90) days following termination of Executive’s employment.

(b) Retirement. Executive shall be deemed to have retired, solely for purposes of this Agreement, in the event that Executive’s employment terminates for any reason other than death or disability and Executive is at least 55 years of age.

(i) If Executive retire(s) and Executive has completed ten (10) or more years of service with the Company or an Affiliate, the unvested portion of the SAR shall immediately vest in full. Thereafter, Executive may exercise the SAR at any time prior to the Expiration Date, to the full extent to which the SAR was not previously exercised.

(ii) If Executive retire(s) and Executive has completed less than ten (10) years of service with the Company or an Affiliate, Executive may exercise the SAR prior to the Expiration Date, at any time within period of up to two (2) years after the date of Executive’s retirement, to the full extent of the portion of the SAR which was vested as of the date of Executive’s retirement.

(c) Death Prior to Age 55. If Executive’s death occurs before Executive attains the age of fifty-five (55), while Executive is employed by the Company or an Affiliate, or within three (3) months after the termination of Executive’s employment, the unvested portion of the SAR shall immediately vest in full. Thereafter, the SAR may be exercised prior to the Expiration Date, by Executive’s beneficiary(ies), or a legatee(s) under Executive’s last will, or Executive’s personal representative(s) or the distributee(s) of Executive’s estate, to the full extent to which the SAR was not previously exercised:

(i) At any time within a period of up to two (2) years after Executive’s death if Executive’s death occurs while Executive is employed, or

(ii) At any time within a period of up to two (2) years following the termination of Executive’s employment if Executive’s death occurs within three (3) months of termination of Executive’s employment.

(d) Death After Age 55. If Executive’s death occurs after Executive attains the age of fifty-five (55), while Executive is employed by the Company or an Affiliate, or within three (3) months after the termination of Executive’s employment, the unvested portion of the SAR shall immediately vest in full. Thereafter, the SAR may be exercised prior to the Expiration Date, by Executive’s beneficiary(ies), or a legatee(s) under Executive’s last will, or Executive’s personal representative(s) or the distributee(s) of Executive’s estate, to the full extent to which the SAR was not previously exercised:

(i) At any time, if Executive has completed ten (10) or more years of service with the Company or an Affiliate; or

(ii) If Executive has completed less than ten (10) years of service with the Company or an Affiliate, then at any time within a period of up to two (2) years after the date of Executive’s death if such occurs while Executive is employed, or within a period of up to two (2) years after the date of termination of Executive’s employment if Executive’s death occurs within three (3) months of termination of Executive’s employment.

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(e) Disability Prior to Age 55. If Executive’s employment terminates before Executive attains the age of fifty-five (55), as a result of a permanent disability, the unvested portion of the SAR shall immediately vest in full. Thereafter, the SAR may be exercised prior to the Expiration Date, by Executive or by Executive’s personal representative(s), at any time within a period of up to two (2) years after Executive’s employment terminates due to such permanent disability, to the full extent to which the SAR was not previously exercised.

Executive shall be considered permanently disabled if Executive suffers from a medically determinable physical or mental impairment that renders Executive incapable of performing any substantial gainful employment, and is evidenced by a certification to such effect by a doctor of medicine approved by the Company. In lieu of such certification, the Company shall accept, as proof of permanent disability, Executive’s eligibility for long-term disability payments under the applicable Long-Term Disability Plan of the Company.

(f) Disability After Age 55. If Executive’s employment terminates as a result of a permanent disability after Executive attains the age of fifty-five (55), the unvested portion of the SAR shall immediately vest in full. Thereafter, the SAR may be exercised prior to the Expiration Date, by Executive or by Executive’s personal representative(s), to the full extent to which the SAR was not previously exercised:

(i) At any time, if Executive has completed ten (10) or more years of service with the Company or an Affiliate; or

(ii) If Executive has completed less than ten (10) years of service with the Company or an Affiliate, then at any time within a period of two (2) years after Executive’s employment terminates due to such permanent disability.

Executive shall be considered permanently disabled if Executive suffers from a medically determinable physical or mental impairment that renders Executive incapable of performing any substantial gainful employment, and is evidenced by a certification to such effect by a doctor of medicine approved by the Company. In lieu of such certification, the Company shall accept, as proof of permanent disability, Executive’s eligibility for long-term disability payments under the applicable Long-Term Disability Plan of the Company.

(g) Change in Duties/Leave of Absence. The SAR shall not be affected by any change of Executive’s duties or position or by a temporary leave of absence approved by the Company, so long as Executive continues to be an employee of the Company or of an Affiliate.

4. Change of Control. In the event of the occurrence of a Change of Control of the Company, the unvested portion of the SAR shall immediately vest and the SAR shall become immediately exercisable in full. The term “Change of Control” means any 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 twenty percent (20%) or more of either (i) the then outstanding shares of common stock of the Company or (ii) 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 (a), the following share acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company or (ii) any acquisition by any employee 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, the sale or lease of all or substantially all the Company’s assets or any combination of the foregoing transactions (each a “Transaction”) other than a Transaction immediately

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following which the stockholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own at least sixty percent (60%) of the voting power, directly or indirectly, of (i) the surviving corporation in any such merger or other business combination, (ii) the purchaser or lessee of the Company’s assets, or (iii) 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.

5. Company Rights. If Executive exercises the SAR within six (6) months prior to or three (3) months after the date Executive’s employment with the Company or an Affiliate terminates for cause or if Executive breaches any of the covenants contained in Section 6 below, Executive must repay to the Company the amount paid by the Company to Executive pursuant to Section 7(b) hereof as a result of the exercise of the SAR granted hereunder as more particularly described in the following paragraph.

The Company may exercise its rights by depositing in the United States mail a written notice addressed to Executive at the latest mailing address for Executive on the records of the Company (a) within thirty (30) days following the termination of Executive’s employment for the repayment of the income realized prior to such termination, or (b) within thirty (30) days after any exercise of the SAR after Executive’s termination of employment. Within thirty (30) days after the mailing of such notice, Executive must repay to the Company the amount paid by the Company to Executive pursuant to Section 7(b) hereof as a result of the exercise of the SAR granted hereunder.

Following the occurrence of a Change of Control, the Company shall have no right to exercise its rights as set forth in this Section.

6. Covenants. In consideration of benefits described elsewhere in this Agreement, and in recognition of the fact that, as a result of Executive’s employment with the Company or any of its Affiliates, Executive has had or will have access to and gain knowledge of highly confidential or proprietary information or trade secrets pertaining to the Company or its Affiliates, as well as the customers, suppliers, joint ventures, licensors, licensees, distributors, or other persons and entities with whom the Company or any of its Affiliates does business (“Confidential Information”), which the Company or its Affiliates have expended time, resources, and money to obtain or develop and which have significant value to the Company and its Affiliates, Executive agrees for the benefit of the Company and its Affiliates, and as a material condition to Executive’s receipt of benefits described elsewhere in this Agreement, as follows:

(a) Non-Disclosure of Confidential Information. Executive acknowledges that Executive will receive access or have received access to Confidential Information about the Company or its Affiliates, that this information was obtained or developed by the Company or its Affiliates at great expense and is zealously guarded by the Company and its Affiliates from unauthorized disclosure, and that Executive’s possession of this special knowledge is due solely to Executive’s employment with the Company or one or more of its Affiliates. In recognition of the foregoing, Executive will not at any time during employment or following termination of employment for any reason, disclose, use or otherwise make available to any third party, any Confidential Information relating to the

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Company’s or any Affiliate’s business, products, services, customers, vendors, or suppliers; trade secrets, data, specifications, developments, inventions, and research activity; marketing and sales strategies, information, and techniques; long and short term plans; existing and prospective client, vendor, supplier, and employee lists, contacts, and information; financial, personnel, and information system information and applications; and any other information concerning the business of the Company or its Affiliates which is not disclosed to the general public or known in the industry, except for disclosure necessary in the course of Executive’s duties or with the express written consent of the Company. All Confidential Information, including all copies, notes regarding, and replications of such Confidential Information will remain the sole property of the Company or its Affiliate, as applicable, and must be returned to the Company or such Affiliate immediately upon termination of Executive’s employment.

(b) Return of Property. Upon termination of employment with the Company or any of its Affiliates, or at any other time at the request of the Company, Executive shall deliver to a designated Company representative all records, documents, hardware, software, and all other property of the Company or its Affiliates and all copies of such property in Executive’s possession. Executive acknowledges and agrees that all such materials are the sole property of the Company or its Affiliates and that Executive will certify in writing to the Company at the time of delivery, whether upon termination or otherwise, that Executive has complied with this obligation.

(c) Non-Solicitation of Existing or Prospective Customers, Vendors, and Suppliers. Executive specifically acknowledges that the Confidential Information described in Section 6(a) includes confidential data pertaining to existing and prospective customers, vendors, and suppliers of the Company or its Affiliates; that such data is a valuable and unique asset of the business of the Company or its Affiliates; and that the success or failure of the their businesses depends upon the their ability to establish and maintain close and continuing personal contacts and working relationships with such existing and prospective customers, vendors, and suppliers and to develop proposals which are specific to such existing and prospective customers, vendors, and suppliers. Therefore, during Executive’s employment with the Company or any of its Affiliates and for the twelve (12) months following termination of employment for any reason, Executive agrees that Executive will not, except on behalf of the Company or its Affiliates, or with the Company’s express written consent, solicit, approach, contact or attempt to solicit, approach, or contact, either directly or indirectly, on Executive’s own behalf or on behalf of any other person or entity, any existing or prospective customers, vendors, or suppliers of the Company or its Affiliates with whom Executive had contact or about whom Executive gained Confidential Information during Executive’s employment with the Company or its Affiliates for the purpose of obtaining business or engaging in any commercial relationship that would be competitive with the “Business of the Company” (as defined below in Section 6(e)(i)) or cause such customer, supplier, or vendor to materially change or terminate its business or commercial relationship with the Company or its Affiliates.

(d) Non-Solicitation of Employees. Executive specifically acknowledges that the Confidential Information described in Section 6(a) also includes confidential data pertaining to employees and agents of the Company or its Affiliates, and Executive further agrees that during Executive’s employment with the Company or its Affiliates and for the twelve (12) months following termination of employment for any reason, Executive will not, directly or indirectly, on Executive’s own behalf or on behalf of any other person or entity, solicit, contact, approach, encourage, induce or attempt to solicit, contact, approach, encourage, or induce any of the employees or agents of the Company or its Affiliates to terminate their employment or agency with the Company or any of its Affiliates.

(e) Non-Competition. Executive covenants and agrees that during Executive’s employment with the Company or any of its Affiliates and for the twelve (12) months following termination of employment for any reason, Executive will not, in any geographic market in which Executive worked on behalf of the Company or any of its Affiliates, or for which Executive had any sales, marketing, operational, logistical, or other management or oversight responsibility, engage in or carry on, directly or indirectly, as an owner, employee, agent, associate, consultant, partner, or in any other capacity, a business competitive with the Business of the Company. This Section 6(e) shall not apply in the event of a Change in Control as described in Section 4 above.

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(i) The “Business of the Company” shall mean any business or activity involved in grocery or general merchandise retailing and supply chain logistics, including but not limited to grocery distribution, business-to-business portal, retail support services, and third-party logistics, of the type provided by the Company or its Affiliates, or presented in concept to Executive by the Company or its Affiliates at any time during Executive’s employment with the Company or any of its Affiliates.

(ii) To “engage in or carry on” shall mean to have ownership in such business (excluding ownership of up to 1% of the outstanding shares of a publicly-traded company) or to consult, work in, direct, or have responsibility for any area of such business, including but not limited to operations, logistics, sales, marketing, finance, recruiting, sourcing, purchasing, information technology, or customer service.

(f) No Disparaging Statements. Executive agrees that Executive will not make any disparaging statements about the Company, its Affiliates, directors, officers, agents, employees, products, pricing policies or services.

(g) Remedies for Breach of These Covenants. Any breach of the covenants in this Section 6 likely will cause irreparable harm to the Company or its Affiliates for which money damages could not reasonably or adequately compensate the Company or its Affiliates. Accordingly, the Company or any of its Affiliates shall be entitled to all forms of injunctive relief (whether temporary, emergency, preliminary, prospective, or permanent) to enforce such covenants, in addition to damages and other available remedies, and Executive consents to the issuance of such an injunction without the necessity of the Company or any such Affiliate posting a bond or, if a court requires a bond to be posted, with a bond of no greater than $500 in principal amount. In the event that injunctive relief or damages are awarded to Company or any of its Affiliates for any breach by Executive of this Section 6, Executive further agrees that the Company or such Affiliate shall be entitled to recover its costs and attorneys’ fees necessary to obtain such recovery. In addition, Executive agrees that upon Executive’s breach of any covenant in this Section 6, the SAR, and any other unexercised stock appreciation rights issued under the Plan or any other plan of the Company will immediately terminate and the Company shall have the right to exercise any and all of the rights described above including the provisions articulated in Section 5.

(h) Enforceability of These Covenants. It is further agreed and understood by Executive and the Company that if any part, term, or provision of this Agreement should be held to be unenforceable, invalid, or illegal under any applicable law or rule, the offending term or provision shall be applied to the fullest extent enforceable, valid, or lawful under such law or rule, or, if that is not possible, the offending term or provision shall be struck and the remaining provisions of this Agreement shall not be affected or impaired in any way.

7. Manner of Exercise; Method of Payment; Withholding Taxes.

(a) Except as provided in Section 3, Executive cannot exercise the SAR unless at the time of exercise Executive is an employee of the Company or an Affiliate. Prior to Executive’s death, only Executive may exercise the SAR. The SAR may be exercised by delivery to the Company at its principal office, attention: Corporate Secretary, of a written notice which shall state that Executive elects to exercise the SAR as to the number of Shares specified in the notice as of the date specified in the notice. Note: In the event the SAR is exercised by any person other than Executive pursuant to any of the provisions of Section 3 hereof, the notice of exercise must be accompanied by appropriate proof of such person’s right to exercise the SAR.

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(b) The per Share amount payable to Executive in cash upon exercise of the SAR shall be the excess, if any, of the Fair Market Value of one Share, on the date of exercise, over the Grant Price, and shall be payable only in cash and not in any Shares of Common Stock. The Company shall pay Executive the amount due upon exercise of the SAR as soon as administratively practicable after exercise, except that the Company shall withhold or collect from Executive such amounts as are required to be withheld or collected by the Company under any applicable federal, state, local or other tax laws or regulations for payroll withholding, income or other tax purposes.

8. Arbitration. Executive and the Company agree that any controversy, claim, or dispute arising out of or relating to this Agreement, or arising out of or relating to Executive’s employment relationship with the Company or any of its Affiliates, or the termination of such relationship, shall be resolved by binding arbitration before a neutral arbitrator under rules set forth in the Federal Arbitration Act, except for claims by the Company relating to Executive’s breach of any of the covenants set forth in Section 6 above. By way of example only, claims subject to the agreement to arbitrate include claims litigated under federal, state and local statutory or common law, such as the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, including the Civil Rights Act of 1994, the Americans with Disabilities Act, the law of contract and the law of tort. Executive and the Company agree that such claims may be brought in an appropriate administrative forum, but at the point at which Executive or the Company seek a judicial forum to resolve the matter, the agreement for binding arbitration becomes effective, and Executive and the Company hereby knowingly and voluntarily waive any right to have any such dispute tried and adjudicated by a judge or jury. The foregoing not to the contrary, the Company may seek to enforce the covenants set forth in Section 6 above, in any court of competent jurisdiction. The agreement to arbitrate shall continue in full force and effect despite the expiration or termination of the SAR or Executive’s employment relationship with the Company or any of its Affiliates. Executive and the Company agree that any award rendered by the arbitrator shall be final and binding and that judgment upon the final award may be entered in any court having jurisdiction thereof. The arbitrator may grant any remedy or relief that the arbitrator deems just and equitable, including any remedy or relief that would have been available to Executive, the Company or any of its Affiliates had the matter been heard in court. All expenses of the arbitration, including the required travel and other expenses of the arbitrator and any witnesses, and the costs relating to any proof produced at the direction of the arbitrator, shall be borne equally by Executive and the Company unless otherwise mutually agreed or unless the arbitrator directs otherwise in the award. The arbitrator’s compensation shall be borne equally by Executive and the Company unless otherwise mutually agreed or unless the law provides otherwise.

9. Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares covered by the SAR such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, then the Committee administering the Plan shall, in such manner as it may deem equitable, adjust any or all of the number and type of Shares (or other securities or other property) covered by the SAR and the Grant Price of the SAR.

10. Severability. In the event that any portion of this Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity and enforceability of the remainder of this Agreement.

11. No Right to Employment. Nothing in this Agreement or the Plan shall be construed as giving Executive the right to be retained as an employee of the Company. In addition, the Company may at any time dismiss Executive from employment, free from any liability or any claim under this Agreement, unless otherwise expressly provided in this Agreement.

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12. Headings. Headings are given to the sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision hereof.

13. Governing Law. The internal law, and not the law of conflicts, of the State of Delaware will govern all questions concerning the validity, construction and effect of this Agreement.

14. Notices. Executive should send all written notices regarding the SAR or the Plan to the Company at the following address:

SUPERVALU INC.

P.O. Box 990

Minneapolis, MN 55440

Attn.: Corporate Secretary

15. No Rights of Stockholders. Neither Executive, Executive’s legal representative nor a permissible assignee of this SAR shall have any of the rights and privileges of a stockholder of the Company with respect to the Shares.

16. No Trust or Fund Created. Neither the Plan nor this Agreement shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and Executive or any other person.

17. Consultation With Professional Tax and Investment Advisors. The holder of the SAR acknowledges that the grant, exercise, vesting or any payment with respect to the SAR may have tax consequences pursuant to the Code or under local, state, federal or international tax laws. The holder further acknowledges that such holder is relying solely and exclusively on the holder’s own professional tax and investment advisors with respect to any and all such matters (and is not relying, in any manner, on the Company or any of its employees or representatives). Finally, the holder understands and agrees that any and all tax consequences resulting from the SAR and its grant, exercise, vesting or any payment with respect thereto is solely and exclusively the responsibility of the holder without any expectation or understanding that the Company or any of its employees or representatives will pay or reimburse such holder for such taxes or other items.

IN WITNESS WHEREOF, the Company and Executive have executed this Agreement on the date set forth in the first paragraph hereof.

COMPANY:
SUPERVALU INC.
By:
Name:	Burt M. Fealing
Title:	Vice President, Corporate Secretary and Chief Securities Counsel

EXECUTIVE:

Name:

Title:

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EX-10.2

EXHIBIT 10.2

SUPERVALU INC.

2007 STOCK PLAN

STOCK OPTION AGREEMENT

This agreement is made and entered into as of the grant date indicated below (the “Grant Date”), by and between SUPERVALU INC. (the “Company”) and the individual whose name appears below (“Optionee”).

The Company has established the 2007 Stock Plan (the “Plan”), under which key employees of the Company and its Affiliates may be granted Options to purchase shares of the Company’s common stock. Optionee has been selected by the Company to receive an Option subject to the provisions of this agreement. Capitalized terms that are used in this agreement, that are not defined, shall have the meanings ascribed to them in the Plan.

In consideration of the foregoing, the Company and Optionee hereby agree as follows:

1. Option Grant. The Company hereby grants to Optionee, subject to Optionee’s acceptance hereof, the right and option to purchase the number of Shares indicated below at the exercise price per Share indicated below (the “Exercise Price”), effective as of the Grant Date. The Option has been designated as a Non-Qualified Stock Option (“NQ”) for tax purposes, the consequences of which are set forth in the prospectus that describes the Plan.

2. Acceptance of Option and Stock Option Terms and Conditions. The Option is subject to and governed by the Stock Option Terms and Conditions (“Terms and Conditions”) attached, which are incorporated in the terms and provisions of the Plan. To accept the Option, Optionee must sign and return a copy of this agreement to the Company or this agreement must be delivered and accepted through an electronic medium in accordance with procedures established by the Company within ninety (90) days after the Grant Date. By so doing, Optionee acknowledges receipt of the accompanying Terms and Conditions and the Plan, and represents that Optionee has read and understands the same and agrees to be bound by the accompanying Terms and Conditions and the terms and provisions of the Plan. In the event that any provision of this agreement or the accompanying Terms and Conditions is inconsistent with the terms and provisions of the Plan, the terms and provisions of the Plan shall govern. Any question of administration or interpretation arising under this agreement or the accompanying Terms and Conditions shall be determined by the Committee administering the Plan, and such determination shall be final, conclusive and binding upon all parties in interest.

3. Vesting, Exercise Rights and Expiration. Except as otherwise provided in the accompanying Terms and Conditions: (i) twenty percent (20%) of the Option shall vest on the Grant Date and the remaining portion shall vest in four (4) equal annual installments commencing on each anniversary of the Grant Date, (ii) the vested portion of the Option may be exercised in whole or part, and (iii) the Option will expire on the expiration date indicated below (the “Expiration Date”).

Option	Grant	Number of	Type of	Exercise	Expiration
Number	Date	Shares	Option	Price	Date

SUPERVALU INC.		OPTIONEE:
By:
	Burt M. Fealing	Name
	Vice President, Corporate Secretary	Address
	and Chief Securities Counsel	City, State, Zip

SUPERVALU INC.

2007 STOCK PLAN

STOCK OPTION TERMS AND CONDITIONS

(OFFICERS AS ELECTED BY THE BOARD OF DIRECTORS)

These Stock Option Terms and Conditions (“Terms and Conditions”) apply to the Option granted to you under the 2007 Stock Plan (the “Plan”), pursuant to the Stock Option Agreement to which this document is attached. Capitalized terms that are used in this document, but are not defined, shall have the meanings ascribed to them in the Plan or the accompanying Stock Option Agreement.

1. Vesting and Exercisability. The Option shall vest in cumulative installments as follows:

a) As of the Grant Date, twenty percent (20%) of the Option shall immediately vest and twenty percent (20%) of the Shares subject to the Option shall then be available for purchase, provided you have: (i) signed and returned the accompanying Stock Option Agreement or (ii) the accompanying Stock Option Agreement has been delivered and accepted through an electronic medium in accordance with procedures established by SUPERVALU INC. (the “Company”) within the time period specified.

b) On each anniversary of the Grant Date, an additional twenty percent (20%) of the Option shall vest and an additional twenty percent (20%) of the Shares subject to the Option shall then be available for purchase.

The vested portion of the Option may be exercised at any time, or from time to time, to purchase Shares. If in any year the full amount of Shares that may be purchased pursuant to the vested portion of the Option is not purchased, the remaining amount of such Shares shall be available for purchase during the remainder of the term of the Option. The term of the Option shall be for a period of seven (7) years from the Grant Date, terminating at the close of business on the Expiration Date or such shorter period as is provided for herein.

2. Manner of Exercise. Except as provided in Section 8 below, you cannot exercise the Option unless at the time of exercise you are an employee of the Company or an Affiliate. Prior to your death, only you may exercise the Option. You may exercise the Option as follows:

a) By delivering a “Notice of Exercise of Stock Option” to the Company at its principal office, attention: Corporate Secretary, stating the number of Shares being purchased and accompanied by payment of the full purchase price for such Shares (determined by multiplying the Exercise Price by the number of Shares to be purchased). Note: In the event the Option is exercised by any person other than you pursuant to any of the provisions of Section 8 below, the Notice must be accompanied by appropriate proof of such person’s right to exercise the Option; or

b) By entering an order to exercise the Option using E*TRADE’s website.

3. Method of Payment. The full purchase price for the Shares to be purchased upon exercise of the Option must be paid as follows:

a) By delivering directly to the Company, cash or its equivalent payable to the Company;

b) By delivering indirectly to the Company, cash or its equivalent payable to the Company through E*TRADE’s website; or

c) By delivering directly to the Company Shares having a Fair Market Value as of the exercise date equal to the purchase price (commonly known as a “Stock Swap”); or

d) By delivering directly to the Company the full purchase price in a combination of cash and Shares.

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You shall represent and warrant in writing that you are the owner of the Shares so delivered, free and clear of all liens, encumbrances, security interests and restrictions. To the extent that you possess Shares in certificated form, you shall duly endorse in blank all certificates delivered to the Company.

4. Delivery of Shares. You shall not have any of the rights of a stockholder with respect to any Shares subject to the Option until such Shares are purchased by you upon exercise of the Option. Such Shares shall then be issued and delivered to you by the Company as follows:

a) In the form of a stock certificate registered in your name or your name and the name of another adult person (21 years of age or older) as joint tenants, and mailed to your address; or

b) In “book entry” form, that is, registered with the Company’s stock transfer agent, in your name or your name and the name of another adult person (21 years of age or older) as joint tenants, and sent by electronic delivery to your brokerage account.

The Company will not deliver any fractional Share but will pay, in lieu thereof, the Fair Market Value of such fractional Share.

5. Withholding Taxes. You are responsible for the payment of any federal, state, local or other taxes that are required to be withheld by the Company upon exercise of the Option and you must promptly remit such taxes to the Company. You may elect to remit these taxes by:

a) Delivering directly to the Company, cash or its equivalent payable to the Company;

b) Delivering indirectly to the Company, cash or its equivalent payable to the Company through E*TRADE’s website;

c) Having the Company withhold a portion of the Shares to be issued upon exercise of the Option having a Fair Market Value as of the exercise date equal to the amount of federal and state income tax required to be withheld upon such exercise (commonly referred to as a “Tax Swap” or “Stock for Tax”); or

d) Delivering directly to the Company, Shares, other than the Shares issuable upon exercise of the Option, having a Fair Market Value as of the exercise date equal to such taxes. Note: In addition to delivering Shares to satisfy required tax withholding obligations, you may also elect to deliver additional Shares to the Company, other than the Shares issuable upon exercise of the Option, having a Fair Market Value equal to the amount of any additional federal or state income taxes imposed on you in connection with the exercise of the Option.

You shall represent and warrant in writing that you are the owner of the Shares so delivered, free and clear of all liens, encumbrances, security interests and restrictions. To the extent that you possess Shares in certificated form, you shall duly endorse in blank all certificates delivered to the Company.

6. Change of Control. In the event of the occurrence of a Change of Control of the Company, the unvested portion of the Option shall immediately vest and the Option shall become immediately exercisable in full. The term “Change of Control” means any 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 twenty percent (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 (a), the following share 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

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b) The consummation of any merger or other business combination of the Company, the sale or lease of all or substantially all the Company’s assets or any combination of the foregoing transactions (each a “Transaction”) other than a Transaction immediately following which the stockholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own at least sixty percent (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.

7. Transferability. Unless otherwise determined by the Committee, the Option shall not be transferable other than by will or the laws of descent and distribution. More particularly, the Option may not be assigned, transferred, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to these provisions, or the levy of an execution, attachment or similar process upon the Option, shall be void.

You may designate a beneficiary or beneficiaries to exercise your rights with respect to the Option upon your death. In the absence of any such designation, benefits remaining unpaid at your death shall be paid to your estate.

8. Effect of Termination of Employment. Following the termination of your employment with the Company or an Affiliate for any of the reasons set forth below, your right to exercise the Option, as well as that of your beneficiary or beneficiaries, shall be as follows:

a) Voluntary or Involuntary. If your employment is terminated voluntarily or involuntarily for any reason other than retirement, death or permanent disability, you may exercise the Option prior to its Expiration Date, at any time within a period of up to two (2) years after such termination of employment, to the full extent of the number of Shares you were entitled to purchase under that portion of the Option which was vested as of the date of termination of your employment. However, the Committee may, in its sole and absolute discretion, except in the case of the termination of your employment following the occurrence of a Change of Control, during a period of seventy-five (75) days after such termination of employment and following ten (10) days’ written notice to you, reduce the period of time during which the Option may be exercised to any period of time designated by the Committee, provided such period is not less than ninety (90) days following termination of your employment.

b) Retirement. You shall be deemed to have retired, solely for purposes of the Stock Option Agreement, in the event that your employment terminates for any reason other than death or disability and you are at least 55 years of age.

(i) If you retire and you have completed ten (10) or more years of service with the Company or an Affiliate, the unvested portion of the Option shall immediately vest in full. Thereafter, you may exercise the Option at any time prior to its Expiration Date, to the full extent of the Shares covered by the Option that were not previously purchased.

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(ii) If you retire and you have completed less than ten (10) years of service with the Company or an Affiliate, you may exercise the Option prior to its Expiration Date, at any time within a period of up to two (2) years after the date of your retirement, to the full extent of the number of Shares you were entitled to purchase under that portion of the Option which was vested as of the date of your retirement.

c) Death Prior to Age 55. If your death occurs before you attain the age of fifty-five (55), while you are employed by the Company or an Affiliate, or within three (3) months after the termination of your employment, the unvested portion of the Option shall immediately vest in full. Thereafter, the Option may be exercised prior to its Expiration Date, by your beneficiary(ies), or a legatee(s) under your last will, or your personal representative(s) or the distributee(s) of your estate, to the full extent of the Shares covered by the Option that were not previously purchased:

(i) At any time within a period of up to two (2) years after your death if such occurs while you are employed, or

(ii) At any time within a period of up to two (2) years following the termination of your employment if your death occurs within three (3) months of your termination of employment.

d) Death After Age 55. If your death occurs after you attain the age of fifty-five (55), while you are employed by the Company or an Affiliate, the unvested portion of the Option shall immediately vest in full. Thereafter, the Option may be exercised prior to its Expiration Date, by your beneficiary(ies), or a legatee(s) under your last will, or your personal representative(s) or the distributee(s) of your estate, to the full extent of the Shares covered by the Option that were not previously purchased:

(i) At any time, if you have completed ten (10) or more years of service with the Company or an Affiliate; or

(ii) If you have completed less than ten (10) years of service with the Company or an Affiliate, then at any time within a period of up to two (2) years after the date of your death if such occurs while you are employed, or within a period of up to two (2) years after the date of termination of your employment.

e) Disability Prior to Age 55. If your employment terminates before you attain the age of fifty-five (55), as a result of a permanent disability, the unvested portion of the Option shall immediately vest in full. Thereafter, the Option may be exercised prior to its Expiration Date, by you or by your personal representative(s), at any time within a period of up to two (2) years after your employment terminates due to such permanent disability, to the full extent of the Shares covered by the Option that were not previously purchased.

You shall be considered permanently disabled if you suffer from a medically determinable physical or mental impairment that renders you incapable of performing any substantial gainful employment, and is evidenced by a certification to such effect by a doctor of medicine approved by the Company. In lieu of such certification, the Company shall accept, as proof of permanent disability, your eligibility for long-term disability payments under the applicable Long-Term Disability Plan of the Company.

f) Disability After Age 55. If your employment terminates as a result of a permanent disability after you attain the age of fifty-five (55), the unvested portion of the Option shall immediately vest in full. Thereafter, the Option may be exercised prior to its Expiration Date, by you or by your personal representative(s), to the full extent of the Shares covered by the Option that were not previously purchased:

(i) At any time, if you have completed ten (10) or more years of service with the Company or an Affiliate; or

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(ii) If you have completed less than ten (10) years of service with the Company or an Affiliate, then at any time within a period of two (2) years after your employment terminates due to such permanent disability.

You shall be considered permanently disabled if you suffer from a medically determinable physical or mental impairment that renders you incapable of performing any substantial gainful employment, and is evidenced by a certification to such effect by a doctor of medicine approved by the Company. In lieu of such certification, the Company shall accept, as proof of permanent disability, your eligibility for long-term disability payments under the applicable Long-Term Disability Plan of the Company.

g) Change in Duties/Leave of Absence. The Option shall not be affected by any change of your duties or position or by a temporary leave of absence approved by the Company, so long as you continue to be an employee of the Company or of an Affiliate.

9. Repurchase Rights. If you exercise the Option within six (6) months prior to or three (3) months after the date your employment with the Company or an Affiliate is terminated for cause, or if you breach any of the covenants contained in Section 10 below, the Company shall have the right and option to repurchase from you, that number of Shares which is equal to the number you purchased upon such exercise(s) within such time periods, and you agree to sell such Shares to the Company.

The Company may exercise its repurchase rights by depositing in the United States mail a written notice addressed to you at the latest mailing address for you on the records of the Company (i) within thirty (30) days following the termination of your employment for the repurchase of Shares purchased prior to such termination, or (ii) within thirty (30) days after any exercise of the Option for the repurchase of Shares purchased after your termination of employment. Within thirty (30) days after the mailing of such notice, you shall deliver to the Company the number of Shares the Company has elected to repurchase and the Company shall pay to you in cash, as the repurchase price for such Shares upon their delivery, an amount which shall be equal to the purchase price paid by you for the Shares. If you have disposed of the Shares, then in lieu of delivering an equivalent number of Shares to the Company, you must pay to the Company the amount of gain realized by you from the disposition of the Shares exclusive of any taxes due and payable or commissions or fees arising from such disposition.

If the Company exercises its repurchase option prior to the actual issuance and delivery to you of any Shares pursuant to the exercise of the Option, no Shares need be issued or delivered. In lieu thereof, the Company shall return to you the purchase price you tendered upon the exercise of the Option to the extent that it was actually received from you by the Company.

Following the occurrence of a Change of Control, the Company shall have no right to exercise the repurchase rights set forth in this Section.

10. Employee Covenants. In consideration of benefits described elsewhere in these Terms and Conditions and the accompanying Stock Option Agreement, and in recognition of the fact that, as a result of your employment with the Company or any of its Affiliates, you have had or will have access to and gain knowledge of highly confidential or proprietary information or trade secrets pertaining to the Company or its Affiliates, as well as the customers, suppliers, joint ventures, licensors, licensees, distributors, or other persons and entities with whom the Company or any of its Affiliates does business (“Confidential Information”), which the Company or its Affiliates have expended time, resources, and money to obtain or develop and which have significant value to the Company and its Affiliates, you agree for the benefit of the Company and its Affiliates, and as a material condition to your receipt of benefits described elsewhere in these Terms and Conditions and the accompanying Stock Option Agreement, as follows:

a) Non-Disclosure of Confidential Information. You acknowledge that you will receive access or have received access to Confidential Information about the Company or its Affiliates, that this information was obtained or developed by the Company or its Affiliates at great expense and is zealously guarded by the Company and its Affiliates from unauthorized disclosure, and that your possession of this special knowledge is due solely to your employment with the Company or one or more of its Affiliates. In recognition of the foregoing, you will not at any time during employment or following

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termination of employment for any reason, disclose, use or otherwise make available to any third party, any Confidential Information relating to the Company’s or any Affiliate’s business, products, services, customers, vendors, or suppliers; trade secrets, data, specifications, developments, inventions, and research activity; marketing and sales strategies, information, and techniques; long and short term plans; existing and prospective client, vendor, supplier, and employee lists, contacts, and information; financial, personnel, and information system information and applications; and any other information concerning the business of the Company or its Affiliates which is not disclosed to the general public or known in the industry, except for disclosure necessary in the course of your duties or with the express written consent of the Company. All Confidential Information, including all copies, notes regarding, and replications of such Confidential Information will remain the sole property of the Company or its Affiliate, as applicable, and must be returned to the Company or such Affiliate immediately upon termination of your employment.

b) Return of Property. Upon termination of employment with the Company or any of its Affiliates, or at any other time at the request of the Company, you shall deliver to a designated Company representative all records, documents, hardware, software, and all other property of the Company or its Affiliates and all copies of such property in your possession. You acknowledge and agree that all such materials are the sole property of the Company or its Affiliates and that you will certify in writing to the Company at the time of delivery, whether upon termination or otherwise, that you have complied with this obligation.

c) Non-Solicitation of Existing or Prospective Customers, Vendors, and Suppliers. You specifically acknowledge that the Confidential Information described in Section 10(a) includes confidential data pertaining to existing and prospective customers, vendors, and suppliers of the Company or its Affiliates; that such data is a valuable and unique asset of the business of the Company or its Affiliates; and that the success or failure of the their businesses depends upon the their ability to establish and maintain close and continuing personal contacts and working relationships with such existing and prospective customers, vendors, and suppliers and to develop proposals which are specific to such existing and prospective customers, vendors, and suppliers. Therefore, during your employment with the Company or any of its Affiliates and for the twelve (12) months following termination of employment for any reason, you agree that you will not, except on behalf of the Company or its Affiliates, or with the Company’s express written consent, solicit, approach, contact or attempt to solicit, approach, or contact, either directly or indirectly, on your own behalf or on behalf of any other person or entity, any existing or prospective customers, vendors, or suppliers of the Company or its Affiliates with whom you had contact or about whom you gained Confidential Information during your employment with the Company or its Affiliates for the purpose of obtaining business or engaging in any commercial relationship that would be competitive with the “Business of the Company” (as defined below in Section 10(e)(i)) or cause such customer, supplier, or vendor to materially change or terminate its business or commercial relationship with the Company or its Affiliates.

d) Non-Solicitation of Employees. You specifically acknowledge that the Confidential Information described in Section 10(a) also includes confidential data pertaining to employees and agents of the Company or its Affiliates, and you further agree that during your employment with the Company or its Affiliates and for the twelve (12) months following termination of employment for any reason, you will not, directly or indirectly, on your own behalf or on behalf of any other person or entity, solicit, contact, approach, encourage, induce or attempt to solicit, contact, approach, encourage, or induce any of the employees or agents of the Company or its Affiliates to terminate their employment or agency with the Company or any of its Affiliates.

e) Non-Competition. You covenant and agree that during your employment with the Company or any of its Affiliates and for the twelve (12) months following termination of employment for any reason, you will not, in any geographic market in which you worked on behalf of the Company or any of its Affiliates, or for which you had any sales, marketing, operational, logistical, or other management or oversight responsibility, engage in or carry on, directly or indirectly, as an owner, employee, agent, associate, consultant, partner, or in any other capacity, a business competitive with the Business of the Company. This Section 10(e) shall not apply in the event of a Change in Control as described in Section 6 above.

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i) The “Business of the Company” shall mean any business or activity involved in grocery or general merchandise retailing and supply chain logistics, including but not limited to grocery distribution, business-to-business portal, retail support services, and third-party logistics, of the type provided by the Company or its Affiliates, or presented in concept to you by the Company or its Affiliates at any time during your employment with the Company or any of its Affiliates.

ii) To “engage in or carry on” shall mean to have ownership in such business (excluding ownership of up to 1% of the outstanding shares of a publicly-traded company) or to consult, work in, direct, or have responsibility for any area of such business, including but not limited to operations, logistics, sales, marketing, finance, recruiting, sourcing, purchasing, information technology, or customer service.

f) No Disparaging Statements. You agree that you will not make any disparaging statements about the Company, its Affiliates, directors, officers, agents, employees, products, pricing policies or services.

g) Remedies for Breach of These Covenants. Any breach of the covenants in this Section 10 likely will cause irreparable harm to the Company or its Affiliates for which money damages could not reasonably or adequately compensate the Company or its Affiliates. Accordingly, the Company or any of its Affiliates shall be entitled to all forms of injunctive relief (whether temporary, emergency, preliminary, prospective, or permanent) to enforce such covenants, in addition to damages and other available remedies, and you consent to the issuance of such an injunction without the necessity of the Company or any such Affiliate posting a bond or, if a court requires a bond to be posted, with a bond of no greater than $500 in principal amount. In the event that injunctive relief or damages are awarded to Company or any of its Affiliates for any breach by you of this Section 10, you further agree that the Company or such Affiliate shall be entitled to recover its costs and attorneys’ fees necessary to obtain such recovery. In addition, you agree that upon your breach of any covenant in this Section 10, the Option, and any other unexercised options issued under the Plan or any other stock option plans of the Company will immediately terminate and the Company shall have the right to exercise any and all of the rights described above including the provisions articulated in Section 9.

h) Enforceability of These Covenants. It is further agreed and understood by you and the Company that if any part, term, or provision of these Terms and Conditions should be held to be unenforceable, invalid, or illegal under any applicable law or rule, the offending term or provision shall be applied to the fullest extent enforceable, valid, or lawful under such law or rule, or, if that is not possible, the offending term or provision shall be struck and the remaining provisions of these Terms and Conditions shall not be affected or impaired in any way.

11. Arbitration. You and the Company agree that any controversy, claim, or dispute arising out of or relating to the accompanying Stock Option Agreement or the breach of any of these Terms and Conditions, or arising out of or relating to your employment relationship with the Company or any of its Affiliates, or the termination of such relationship, shall be resolved by binding arbitration before a neutral arbitrator under rules set forth in the Federal Arbitration Act, except for claims by the Company relating to your breach of any of the employee covenants set forth in Section 10 above. By way of example only, claims subject to the agreement to arbitrate include claims litigated under federal, state and local statutory or common law, such as the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, including the Civil Rights Act of 1994, the Americans with Disabilities Act, the law of contract and the law of tort. You and the Company agree that such claims may be brought in an appropriate administrative forum, but at the point at which you or the Company seek a judicial forum to resolve the matter, the agreement for binding arbitration becomes effective, and you and the Company hereby knowingly and voluntarily waive any right to have any such dispute tried and adjudicated by a judge or jury. The foregoing not to the contrary, the Company may seek to enforce the employee covenants set forth in Section 10 above, in any court of competent jurisdiction. The agreement to arbitrate shall continue in full force and effect despite the expiration or termination of your Option or your employment relationship with the Company or any of its Affiliates. You and the Company agree that any award rendered by the arbitrator shall be final and binding and that judgment upon the final award may be entered in any court having jurisdiction thereof. The arbitrator may grant any remedy or relief that the arbitrator deems just and equitable, including any remedy or relief that would have been available to you, the Company

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or any of its Affiliates had the matter been heard in court. All expenses of the arbitration, including the required travel and other expenses of the arbitrator and any witnesses, and the costs relating to any proof produced at the direction of the arbitrator, shall be borne equally by you and the Company unless otherwise mutually agreed or unless the arbitrator directs otherwise in the award. The arbitrator’s compensation shall be borne equally by you and the Company unless otherwise mutually agreed or unless the law provides otherwise.

12. Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares covered by the Option such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under these Terms and Conditions and the accompanying Stock Option Agreement, then the Committee administering the Plan shall, in such manner as it may deem equitable, adjust any or all of the number and type of Shares (or other securities or other property) covered by the Option and the Exercise Price of the Option.

13. Severability. In the event that any portion of these Terms and Conditions shall be held to be invalid, the same shall not affect in any respect whatsoever the validity and enforceability of the remainder of these Terms and Conditions.

14. No Right to Employment. Nothing in these Terms and Conditions or the accompanying Stock Option Agreement or the Plan shall be construed as giving you the right to be retained as an employee of the Company. In addition, the Company may at any time dismiss you from employment, free from any liability or any claim under these Terms and Conditions or the accompanying Stock Option Agreement, unless otherwise expressly provided in these Terms and Conditions or the accompanying Stock Option Agreement.

15. Reservation of Shares. The Company shall at all times during the term of the Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of these Terms and Conditions and the accompanying Stock Option Agreement.

16. Securities Matters. The Company shall not be required to deliver any Shares until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

17. Headings. Headings are given to the sections and subsections of these Terms and Conditions and the accompanying Stock Option Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of these Terms and Conditions or the accompanying Stock Option Agreement or any provision hereof or thereof.

18. Governing Law. The internal law, and not the law of conflicts, of the State of Delaware will govern all questions concerning the validity, construction and effect of these Terms and Conditions and the accompanying Stock Option Agreement.

19. Notices. You should send all written notices regarding the Option or the Plan to the Company at the following address:

SUPERVALU INC.

P.O. Box 990

Minneapolis, MN 55440

Attn.: Corporate Secretary

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EX-10.3

EXHIBIT 10.3

SUPERVALU INC.

2007 STOCK PLAN

RESTORATION STOCK OPTION AGREEMENT

This Restoration Stock Option Agreement is made and entered into as of the grant date indicated below (the “Grant Date”), by and between SUPERVALU INC. (the “Company”) and the individual whose name appears below (“Optionee”).

The Company has established the 2007 Stock Plan (the “Plan”), under which certain key employees of the Company and its Affiliates may be granted stock options (each a “Restoration Option”) to purchase shares of the Company’s common stock, par value $1.00 per share (each a “Share”), in consideration for tendering Shares in payment for the exercise price and withholding tax, if applicable, due on the exercise of certain stock options previously granted by the Company to the Optionee. Optionee has tendered Shares in payment of the exercise price and withholding tax, if applicable, of such a stock option and has been granted a Restoration Option to purchase additional shares of common stock of the Company as follows:

In consideration of the foregoing, the Company and Optionee hereby agree as follows:

1. Grant. The Company hereby grants Optionee, subject to Optionee’s acceptance hereof, the right and option to purchase the number of Shares indicated below at the exercise price per Share indicated below (the “Exercise Price”), effective as of the Grant Date. The Restoration Option has been designated as a non-qualified stock option (“NQ”) for tax purposes, the consequences of which are set forth in the prospectus that describes the Plan. Except as otherwise provided in the accompanying Restoration Stock Option Terms and Conditions attached hereto (the “Terms and Conditions”), (i) the Restoration Option is immediately exercisable, with respect to all of the Shares subject thereto, as of the Grant Date and (ii) the Restoration Option will expire on the expiration date indicated below (the “Expiration Date”).

2. Acceptance of Restoration Option and Terms and Conditions. The Restoration Option is subject to and governed by the Terms and Conditions attached hereto, which are incorporated herein and made a part hereof, and the terms and provisions of the Plan. To accept the Restoration Option, Optionee must sign and return a copy of this Restoration Stock Option Agreement to the Company or this Restoration Stock Option Agreement must be delivered and accepted through an electronic medium in accordance with procedures established by the Company. By doing so, Optionee acknowledges receipt of the accompanying Terms and Conditions and the Plan, and represents that Optionee has read and understands same and agrees to be bound by the accompanying Terms and Conditions and the terms and provisions of the Plan. In the event that any provision of this Restoration Stock Option Agreement or the accompanying Terms and Conditions is inconsistent with the terms and provisions of the Plan, the terms and provisions of the Plan shall govern. Any question of administration or interpretation arising under this Restoration Stock Option Agreement or the accompanying Terms and Conditions shall be determined by the Committee administering the Plan, and such determination shall be final, conclusive and binding upon all parties in interest.

Grant No. Grant Date Number of Shares Type of Option Exercise Price Expiration Date

SUPERVALU INC.		OPTIONEE:
By:
	Burt M. Fealing	Name
	Vice President, Corporate Secretary	Address
	and Chief Securities Counsel	City, State, Zip

SUPERVALU INC.

2007 STOCK PLAN

RESTORATION STOCK OPTION TERMS AND CONDITIONS

(OFFICERS AS ELECTED BY THE BOARD OF DIRECTORS)

These Restoration Stock Option Terms and Conditions (“Terms and Conditions”) apply to the Restoration Option granted under the 2007 Stock Plan (the “Plan), pursuant to the Restoration Stock Option Agreement to which this document is attached. Capitalized terms that are used in this document, but are not defined, shall have the meanings ascribed to them in the Plan or the accompanying Restoration Stock Option Agreement.

1. Vesting and Exercisability. The Restoration Option shall vest as follows:

a) As of the Grant Date, one hundred percent (100%) of the Restoration Option shall immediately vest, provided you have signed and returned the accompanying Restoration Stock Option Agreement or the accompanying Restoration Stock Option Agreement has been delivered and accepted through an electronic medium in accordance with procedures established by SUPERVALU INC. (the “Company) .

b) The Restoration Option may be exercised at any time, or from time to time, as to any or all full Shares.

c) The term of the Restoration Option shall expire at the close of business on the Expiration Date or such shorter period as is provided for herein.

2. Manner of Exercise. Except as provided in Section 8 below, you cannot exercise the Restoration Option unless at the time of exercise you are an employee of the Company or an Affiliate. Prior to your death, only you may exercise the Restoration Option. You may exercise the Restoration Option as follows:

a) By delivering a “Notice of Exercise of Restoration Stock Option” to the Company at its principal office, attention: Corporate Secretary, stating the number of Shares being purchased and accompanied by payment of the full purchase price for such Shares (determined by multiplying the Exercise Price by the number of Shares to be purchased). Note: In the event the Restoration Option is exercised by any person other than you pursuant to any of the provisions of Section 8 below, the Notice must be accompanied by appropriate proof of such person’s right to exercise the Restoration Option; or

b) By entering an order to exercise the Restoration Option using E*TRADE’s website.

3. Method of Payment. The full purchase price for the Shares to be purchased upon exercise of the Restoration Option must be paid as follows:

a) By delivering directly to the Company, cash or its equivalent payable to the Company;

b) By delivering indirectly to the Company, cash or its equivalent payable to the Company through E*TRADE’s website; or

c) By delivering directly to the Company Shares having a Fair Market Value as of the exercise date equal to the purchase price (commonly known as a “Stock Swap”); or

d) By delivering directly to the Company the full purchase price in a combination of cash and Shares.

You shall represent and warrant in writing that you are the owner of the Shares so delivered, free and clear of all liens, encumbrances, security interests and restrictions. To the extent that you possess Shares in certificated form, you shall duly endorse in blank all certificates delivered to the Company.

4. Delivery of Shares. You shall not have any of the rights of a stockholder with respect to any Shares subject to the Restoration Option until such Shares are purchased by you upon exercise of the Restoration Option. Such Shares shall then be issued and delivered to you by the Company as follows:

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a) In the form of a stock certificate registered in your name or your name and the name of another adult person (21 years of age or older) as joint tenants, and mailed to your address; or

b) In “book entry” form, that is, registered with the Company’s stock transfer agent, in your name or your name and the name of another adult person (21 years of age or older) as joint tenants, and sent by electronic delivery to your brokerage account.

The Company will not deliver any fractional Share but will pay, in lieu thereof, the Fair Market Value of such fractional Share.

5. Withholding Taxes. You are responsible for the payment of any federal, state, local or other taxes that are required to be withheld by the Company upon exercise of the Restoration Option and you must promptly remit such taxes to the Company. You may elect to remit these taxes by:

a) Delivering directly to the Company, cash or its equivalent payable to the Company;

b) Delivering indirectly to the Company, cash or its equivalent payable to the Company through E*TRADE’s website;

c) Having the Company withhold a portion of the Shares to be issued upon exercise of the Restoration Option having a Fair Market Value as of the exercise date equal to the amount of federal and state income tax required to be withheld upon such exercise (commonly referred to as a “Tax Swap” or “Stock for Tax”); or

d) Delivering directly to the Company, Shares, other than the Shares issuable upon exercise of the Restoration Option, having a Fair Market Value as of the exercise date equal to such taxes. Note: In addition to delivering Shares to satisfy required tax withholding obligations, you may also elect to deliver additional Shares to the Company, other than the Shares issuable upon exercise of the Restoration Option, having a Fair Market Value equal to the amount of any additional federal or state income taxes imposed on you in connection with the exercise of the Restoration Option.

You shall represent and warrant in writing that you are the owner of the Shares so delivered, free and clear of all liens, encumbrances, security interests and restrictions. To the extent that you possess Shares in certificated form, you shall duly endorse in blank all certificates delivered to the Company.

6. Change of Control. The term “Change of Control”, means any 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 twenty percent (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 (a), the following share 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

b) The consummation of any merger or other business combination of the Company, the sale or lease of all or substantially all the Company’s assets or any combination of the foregoing transactions (each a “Transaction”) other than a Transaction immediately following which the stockholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own at least sixty percent (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

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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.

7. Transferability. Unless otherwise determined by the Committee, the Restoration Option shall not be transferable other than by will or the laws of descent and distribution. More particularly, the Restoration Option may not be assigned, transferred, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Restoration Option contrary to these provisions, or the levy of an execution, attachment or similar process upon the Restoration Option, shall be void.

You may designate a beneficiary or beneficiaries to exercise your rights with respect to the Restoration Option upon your death. In the absence of any such designation, benefits remaining unpaid at your death shall be paid to your estate.

8. Effect of Termination of Employment. Following the termination of your employment with the Company or an Affiliate for any of the reasons set forth below, your right to exercise the Restoration Option, as well as that of your beneficiary or beneficiaries, shall be as follows:

a) Voluntary or Involuntary. If your employment is terminated voluntarily or involuntarily for any reason other than retirement, death or permanent disability, you may exercise the Restoration Option prior to its Expiration Date, at any time within a period of up to two (2) years after such termination of employment, to the full extent of the Shares covered by the Restoration Option that were not previously purchased. However, the Committee may, in its sole and absolute discretion, except in the case of the termination of your employment following the occurrence of a Change of Control as defined in Section 6 above, during a period of seventy-five (75) days after such termination of employment and following ten (10) days’ written notice to you, reduce the period of time during which the Restoration Option may be exercised to any period of time designated by the Committee, provided such period is not less than ninety (90) days following termination of your employment.

b) Retirement. You shall be deemed to have retired, solely for purposes of the accompanying Restoration Stock Option Agreement, in the event that your employment terminates for any reason other than death or disability and you are at least 55 years of age.

(i) If you retire and you have completed ten (10) or more years of service with the Company or an Affiliate, you may exercise the Restoration Option at any time prior to its Expiration Date, to the full extent of the Shares covered by the Restoration Option that were not previously purchased.

(ii) If you retire and you have completed less than ten (10) years of service with the Company or an Affiliate, you may exercise the Restoration Option prior to its Expiration Date, at any time within a period of up to two (2) years after the date of your retirement, to the full extent of the Shares covered by the Restoration Option that were not previously purchased.

c) Death Prior to Age 55. If your death occurs before you attain the age of fifty-five (55), while you are employed by the Company or an Affiliate, or within three (3) months after the termination of your employment, the Restoration Option may be exercised prior to its Expiration Date, by your beneficiary(ies), or a legatee(s) under your last will, or your personal representative(s) or the distributee(s) of your estate, to the full extent of the Shares covered by the Restoration Option that were not previously purchased:

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(i) At any time within a period of up to two (2) years after your death if such occurs while you are employed, or

(ii) At any time within a period of up to two (2) years following the termination of your employment if your death occurs within three (3) months of your termination of employment.

d) Death After Age 55. If your death occurs after you attain the age of fifty-five (55), while you are employed by the Company or an Affiliate, or within three (3) months after the termination of your employment, the Restoration Option may be exercised prior to its Expiration Date, by your beneficiary(ies), or a legatee(s) under your last will, or your personal representative(s) or the distributee(s) of your estate, to the full extent of the Shares covered by the Restoration Option that were not previously purchased:

(i) At any time, if you have completed ten (10) or more years of service with the Company or an Affiliate; or

(ii) If you have completed less than ten (10) years of service with the Company or an Affiliate, then at any time within a period of up to two (2) years after the date of your death if such occurs while you are employed, or within a period of up to two (2) years after the date of termination of your employment.

e) Disability Prior to Age 55. If your employment terminates before you attain the age of fifty-five (55), as a result of a permanent disability, the Restoration Option may be exercised prior to its Expiration Date, by you or by your personal representative(s), at any time within a period of up to two (2) years after your employment terminates due to such permanent disability, to the full extent of the Shares covered by the Restoration Option that were not previously purchased.

You shall be considered permanently disabled if you suffer from a medically determinable physical or mental impairment that renders you incapable of performing any substantial gainful employment, and is evidenced by a certification to such effect by a doctor of medicine approved by the Company. In lieu of such certification, the Company shall accept, as proof of permanent disability, your eligibility for long-term disability payments under the applicable Long-Term Disability Plan of the Company.

f) Disability After Age 55. In the event your employment terminates as a result of a permanent disability after you attain the age of fifty-five (55), the Restoration Option may be exercised prior to its Expiration Date, by you or by your personal representative(s), to the full extent of the Shares covered by the Restoration Option that were not previously purchased:

(i) At any time, if you have completed ten (10) or more years of service with the Company or an Affiliate; or

(ii) If you have completed less than ten (10) years of service with the Company or an Affiliate, then at any time within a period of two (2) years after your employment terminates due to such permanent disability.

You shall be considered permanently disabled if you suffer from a medically determinable physical or mental impairment that renders you incapable of performing any substantial gainful employment, and is evidenced by a certification to such effect by a doctor of medicine approved by the Company. In lieu of such certification, the Company shall accept, as proof of permanent disability, your eligibility for long-term disability payments under the applicable Long-Term Disability Plan of the Company.

g) Change in Duties/Leave of Absence. The Restoration Option shall not be affected by any change of your duties or position or by a temporary leave of absence approved by the Company, so long as you continue to be an employee of the Company or of an Affiliate.

9. Repurchase Rights. If you exercise the Restoration Option within six (6) months prior to or three (3) months after the date your employment with the Company or an Affiliate is terminated for cause, or if you breach any of the covenants contained in Section 10 below, the Company shall have the right and option to repurchase from you, that number of Shares which is equal to the number you purchased upon such exercise(s) within such time periods, and you agree to sell such Shares to the Company.

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The Company may exercise its repurchase rights by depositing in the United States mail a written notice addressed to you at the latest mailing address for you on the records of the Company (i) within thirty (30) days following the termination of your employment for the repurchase of Shares purchased prior to such termination, or (ii) within thirty (30) days after any exercise of the Restoration Option for the repurchase of Shares purchased after your termination of employment. Within thirty (30) days after the mailing of such notice, you shall deliver to the Company the number of Shares the Company has elected to repurchase and the Company shall pay to you in cash, as the repurchase price for such Shares upon their delivery, an amount which shall be equal to the purchase price paid by you for the Shares. If you have disposed of the Shares, then in lieu of delivering an equivalent number of Shares to the Company, you must pay to the Company the amount of gain realized by you from the disposition of the Shares exclusive of any taxes due and payable or commissions or fees arising from such disposition.

If the Company exercises its repurchase option prior to the actual issuance and delivery to you of any Shares pursuant to the exercise of the Restoration Option, no Shares need be issued or delivered. In lieu thereof, the Company shall return to you the purchase price you tendered upon the exercise of the Restoration Option to the extent that it was actually received from you by the Company.

Following the occurrence of a Change of Control as defined in Section 6 above, the Company shall have no right to exercise the repurchase rights set forth in this Section.

10. Employee Covenants. In consideration of benefits described elsewhere in these Terms and Conditions and the accompanying Restoration Stock Option Agreement, and in recognition of the fact that, as a result of your employment with the Company or any of its Affiliates, you have had or will have access to and gain knowledge of highly confidential or proprietary information or trade secrets pertaining to the Company or its Affiliates, as well as the customers, suppliers, joint ventures, licensors, licensees, distributors, or other persons and entities with whom the Company or any of its Affiliates does business (“Confidential Information”), which the Company or its Affiliates have expended time, resources, and money to obtain or develop and which have significant value to the Company and its Affiliates, you agree for the benefit of the Company and its Affiliates, and as a material condition to your receipt of benefits described elsewhere in these Terms and Conditions and the accompanying Restoration Stock Option Agreement, as follows:

a) Non-Disclosure of Confidential Information. You acknowledge that you will receive access or have received access to Confidential Information about the Company or its Affiliates, that this information was obtained or developed by the Company or its Affiliates at great expense and is zealously guarded by the Company and its Affiliates from unauthorized disclosure, and that your possession of this special knowledge is due solely to your employment with the Company or one or more of its Affiliates. In recognition of the foregoing, you will not at any time during employment or following termination of employment for any reason, disclose, use or otherwise make available to any third party, any Confidential Information relating to the Company’s or any Affiliate’s business, products, services, customers, vendors, or suppliers; trade secrets, data, specifications, developments, inventions, and research activity; marketing and sales strategies, information, and techniques; long and short term plans; existing and prospective client, vendor, supplier, and employee lists, contacts, and information; financial, personnel, and information system information and applications; and any other information concerning the business of the Company or its Affiliates which is not disclosed to the general public or known in the industry, except for disclosure necessary in the course of your duties or with the express written consent of the Company. All Confidential Information, including all copies, notes regarding, and replications of such Confidential Information will remain the sole property of the Company or its Affiliate, as applicable, and must be returned to the Company or such Affiliate immediately upon termination of your employment.

b) Return of Property. Upon termination of employment with the Company or any of its Affiliates, or at any other time at the request of the Company, you shall deliver to a designated Company representative all records, documents, hardware, software, and all other property of the Company or its Affiliates and all copies of such property in your possession. You

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acknowledge and agree that all such materials are the sole property of the Company or its Affiliates and that you will certify in writing to the Company at the time of delivery, whether upon termination or otherwise, that you have complied with this obligation.

c) Non-Solicitation of Existing or Prospective Customers, Vendors, and Suppliers. You specifically acknowledge that the Confidential Information described in Section 10(a) includes confidential data pertaining to existing and prospective customers, vendors, and suppliers of the Company or its Affiliates; that such data is a valuable and unique asset of the business of the Company or its Affiliates; and that the success or failure of the their businesses depends upon the their ability to establish and maintain close and continuing personal contacts and working relationships with such existing and prospective customers, vendors, and suppliers and to develop proposals which are specific to such existing and prospective customers, vendors, and suppliers. Therefore, during your employment with the Company or any of its Affiliates and for the twelve (12) months following termination of employment for any reason, you agree that you will not, except on behalf of the Company or its Affiliates, or with the Company’s express written consent, solicit, approach, contact or attempt to solicit, approach, or contact, either directly or indirectly, on your own behalf or on behalf of any other person or entity, any existing or prospective customers, vendors, or suppliers of the Company or its Affiliates with whom you had contact or about whom you gained Confidential Information during your employment with the Company or its Affiliates for the purpose of obtaining business or engaging in any commercial relationship that would be competitive with the “Business of the Company” (as defined below in Section 10(e)(i)) or cause such customer, supplier, or vendor to materially change or terminate its business or commercial relationship with the Company or its Affiliates.

d) Non-Solicitation of Employees. You specifically acknowledge that the Confidential Information described in Section 10(a) also includes confidential data pertaining to employees and agents of the Company or its Affiliates, and you further agree that during your employment with the Company or its Affiliates and for the twelve (12) months following termination of employment for any reason, you will not, directly or indirectly, on your own behalf or on behalf of any other person or entity, solicit, contact, approach, encourage, induce or attempt to solicit, contact, approach, encourage, or induce any of the employees or agents of the Company or its Affiliates to terminate their employment or agency with the Company or any of its Affiliates.

e) Non-Competition. You covenant and agree that during your employment with the Company or any of its Affiliates and for the twelve (12) months following termination of employment for any reason, you will not, in any geographic market in which you worked on behalf of the Company or any of its Affiliates, or for which you had any sales, marketing, operational, logistical, or other management or oversight responsibility, engage in or carry on, directly or indirectly, as an owner, employee, agent, associate, consultant, partner, or in any other capacity, a business competitive with the Business of the Company. This Section 10(e) shall not apply in the event of a Change in Control as described in Section 6 above.

i) The “Business of the Company” shall mean any business or activity involved in grocery or general merchandise retailing and supply chain logistics, including but not limited to grocery distribution, business-to-business portal, retail support services, and third-party logistics, of the type provided by the Company or its Affiliates, or presented in concept to you by the Company or its Affiliates at any time during your employment with the Company or any of its Affiliates.

ii) To “engage in or carry on” shall mean to have ownership in such business (excluding ownership of up to 1% of the outstanding shares of a publicly-traded company) or to consult, work in, direct, or have responsibility for any area of such business, including but not limited to operations, logistics, sales, marketing, finance, recruiting, sourcing, purchasing, information technology, or customer service.

f) No Disparaging Statements. You agree that you will not make any disparaging statements about the Company, its Affiliates, directors, officers, agents, employees, products, pricing policies or services.

g) Remedies for Breach of These Covenants. Any breach of the covenants in this Section 10 likely will cause irreparable harm to the Company or its Affiliates for which money damages could not reasonably or adequately compensate the Company or its Affiliates. Accordingly, the Company or any of its Affiliates shall be entitled to all forms of injunctive relief (whether temporary, emergency, preliminary, prospective, or permanent) to enforce such covenants, in addition to damages and other available remedies, and you consent to the issuance of such an injunction without the necessity of the

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Company or any such Affiliate posting a bond or, if a court requires a bond to be posted, with a bond of no greater than $500 in principal amount. In the event that injunctive relief or damages are awarded to Company or any of its Affiliates for any breach by you of this Section 10, you further agree that the Company or such Affiliate shall be entitled to recover its costs and attorneys’ fees necessary to obtain such recovery. In addition, you agree that upon your breach of any covenant in this Section, the Restoration Option, and any other unexercised options issued under the Plan or any other stock option plans of the Company will immediately terminate and the Company shall have the right to exercise any and all of the rights described above including the provisions articulated in Section 9.

h) Enforceability of These Covenants. It is further agreed and understood by you and the Company that if any part, term, or provision of these Terms and Conditions should be held to be unenforceable, invalid, or illegal under any applicable law or rule, the offending term or provision shall be applied to the fullest extent enforceable, valid, or lawful under such law or rule, or, if that is not possible, the offending term or provision shall be struck and the remaining provisions of these Terms and Conditions shall not be affected or impaired in any way.

11. Arbitration. You and the Company agree that any controversy, claim, or dispute arising out of or relating to the accompanying Restoration Stock Option Agreement or the breach of any of these Terms and Conditions, or arising out of or relating to your employment relationship with the Company or any of its Affiliates, or the termination of such relationship, shall be resolved by binding arbitration before a neutral arbitrator under rules set forth in the Federal Arbitration Act, except for claims by the Company relating to your breach of any of the employee covenants set forth in Section 10 above. By way of example only, claims subject to the agreement to arbitrate include claims litigated under federal, state and local statutory or common law, such as the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, including the Civil Rights Act of 1994, the Americans with Disabilities Act, the law of contract and the law of tort. You and the Company agree that such claims may be brought in an appropriate administrative forum, but at the point at which you or the Company seek a judicial forum to resolve the matter, the agreement for binding arbitration becomes effective, and you and the Company hereby knowingly and voluntarily waive any right to have any such dispute tried and adjudicated by a judge or jury. The foregoing not to the contrary, the Company may seek to enforce the employee covenants set forth in Section 10 above, in any court of competent jurisdiction. The agreement to arbitrate shall continue in full force and effect despite the expiration or termination of your Restoration Option or your employment relationship with the Company or any of its Affiliates. You and the Company agree that any award rendered by the arbitrator shall be final and binding and that judgment upon the final award may be entered in any court having jurisdiction thereof. The arbitrator may grant any remedy or relief that the arbitrator deems just and equitable, including any remedy or relief that would have been available to you, the Company or any of its Affiliates had the matter been heard in court. All expenses of the arbitration, including the required travel and other expenses of the arbitrator and any witnesses, and the costs relating to any proof produced at the direction of the arbitrator, shall be borne equally by you and the Company unless otherwise mutually agreed or unless the arbitrator directs otherwise in the award. The arbitrator’s compensation shall be borne equally by you and the Company unless otherwise mutually agreed or unless the law provides otherwise.

12. Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares covered by the Restoration Option such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under these Terms and Conditions and the accompanying Restoration Stock Option Agreement, then the Committee administering the Plan shall, in such manner as it may deem equitable, adjust any or all of the number and type of Shares (or other securities or other property) covered by the Restoration Option and the Exercise Price of the Restoration Option.

13. Severability. In the event that any portion of these Terms and Conditions shall be held to be invalid, the same shall not affect in any respect whatsoever the validity and enforceability of the remainder of these Terms and Conditions.

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14. No Right to Employment. Nothing in these Terms and Conditions or the accompanying Restoration Stock Option Agreement or the Plan shall be construed as giving you the right to be retained as an employee of the Company. In addition, the Company may at any time dismiss you from employment, free from any liability or any claim under these Terms and Conditions or the accompanying Restoration Stock Option Agreement, unless otherwise expressly provided in these Terms and Conditions or the accompanying Restoration Stock Option Agreement.

15. Reservation of Shares. The Company shall at all times during the term of the Restoration Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of these Terms and Conditions and the accompanying Restoration Stock Option Agreement.

16. Securities Matters. The Company shall not be required to deliver any Shares until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

17. Headings. Headings are given to the sections and subsections of these Terms and Conditions and the accompanying Restoration Stock Option Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of these Terms and Conditions or the accompanying Restoration Stock Option Agreement or any provision hereof or thereof.

18. Governing Law. The internal law, and not the law of conflicts, of the State of Delaware, will govern all questions concerning the validity, construction and effect of these Terms and Conditions and the accompanying Restoration Stock Option Agreement.

19. Notices. You should send all written notices regarding the Restoration Option or the Plan to the Company at the following address:

SUPERVALU INC.

P.O. Box 990

Minneapolis, MN 55440

Attn.: Corporate Secretary

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