Exhibit 99.2



                                 AMENDMENT NO. 1
                                       TO
                      RESTRICTED STOCK UNIT AWARD AGREEMENT



     This Amendment No. 1 to Restricted Stock Award Agreement, dated as of
February 14, 2007 ("Amendment No. 1"), amends the Restricted Stock Unit Award
Agreement, dated as of December 1, 2003 (the "RSU Agreement"), by and between
SUPERVALU INC. (the "Company") and John H. Hooley (the "Participant").

     The Company and the Participant wish to amend the RSU Agreement in
connection with the Participant's proposed retirement.

     NOW, THEREFORE, the parties hereby agree as follows:

     1. Sections 3(b) of the RSU Agreement is hereby amended and restated in its
entirety to provide as follows:

                  (b) Notwithstanding the vesting provisions contained in
         Section 3(a), but subject to the other terms and conditions contained
         herein, upon the Participant's termination of employment with the
         Company or a subsidiary of the Company after the date of this Amendment
         No. 1 due to his retirement, 22,800 of the Restricted Stock Units shall
         vest immediately and 17,200 of the Restricted Stock Units shall be
         forfeited by the Participant.

     2. Sections 3(c) and 3(d) of the RSU Agreement are hereby deleted in their
entirety.

     3. Section 4 of the RSU Agreement is amended and restated in its entirety
to provide as follows:

                  (a) If all or a portion of the Restricted Stock Units vest
         pursuant to Section 3 above, the Company shall make payment to the
         Participant by issuing one share of the Company's Common Stock for each
         Restricted Stock Unit that has vested pursuant to Section 3 above on
         the date the Participant reaches age 60 (the "Payment Date"). Promptly
         following the Payment Date, the Company shall cause to be issued one or
         more stock certificates, registered in the name of the participant,
         evidencing the shares issued in payment of the Restricted Stock Units.

                  (b) If the Participant should die before reaching age 60 and
         Restricted Stock Units shall have vested as of the date of such death
         as provided in Section 3 above, then, notwithstanding the payment
         provisions of Section 4(a) above, the Company promptly shall cause to
         be issued one or more stock certificates, registered in the name of the
         Participant's legal representatives, beneficiaries or heirs, as the
         case may be, evidencing the shares issued in payment of the vested
         Restricted Stock Units.

                  (c) For purposes of this Agreement, the date of the
         Participant's termination of employment shall be the date on which the
         Participant actually or effectively ceases to be an employee of the




         Company or a subsidiary of the Company, in accordance with the
         Company's personnel policies. The Participant shall not be deemed to
         have terminated employment as a result of short-term illness, vacation
         or other authorized leave of absence, provided the Participant
         continues to be an employee and returns to his duties as an employee
         following the completion of such illness, vacation or other absence.

                  (d) The Participant shall also not be deemed to have
         terminated employment as a result of a disability, which renders the
         Participant incapable of returning to work. In the event of such a
         disability, the Restricted Stock Units shall continue to vest as and
         when provided in Section 3 and shall be paid as and when provided in
         Section 4(a) or Section 4(b) above as if the Participant had remained
         employed by the Company. For purposes of this Section 4(d),
         "disability" is defined as eligibility for long-term disability
         payments under the applicable Long-Term Disability Plan of the Company.

         4. All other provisions of the RSU Agreement will remain in full force
and effect as set forth in the RSU Agreement and are not affected in any way by
this Amendment No. 1.

            IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be executed on the date first written above by their respective
officers thereunto duly authorized.

                                          SUPERVALU INC.


                                          By  /s/ David Pylipow
                                             -----------------------------------
                                            Its   Executive Vice President
                                             -----------------------------------



                                          PARTICIPANT:

                                          /s/ John H. Hooley
                                          ------------------
                                          John H. Hooley





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