On May 6, 2009, the Board of Directors of the Corporation approved the following amendments to the Corporation's Restated Bylaws, which were effective immediately.
Section 3.02(a) of the Corporation's Restated Bylaws was amended to increase the number of members of the Board of Directors by one member, to consist of 15 total members.
As amended, Section 3.02(a) of the Corporation's Restated Bylaws now states, "Number: The Board of Directors currently consists of 15 members and the number of directors may be increased or decreased from time to time by resolution of a majority of the whole Board of Directors or of the holders of at least 75% of the stock of the Corporation entitled to vote, considered for the purpose as one class."
Section 5.06 of the Corporation's Restated Bylaws was amended to remove the following sentence:
"The Chief Executive Officer shall be either the Chairman of the Board or the President of the Corporation."
As amended, Section 5.06 now states, "Chief Executive Officer. The Chief Executive Officer shall be the principal executive officer of the Corporation and shall be responsible for the general management, direction and control of all of the business and affairs of the Corporation. The Chief Executive Officer shall have such other authority and duties as the Board of Directors may prescribe. The Chief Executive Officer shall report to the Board of Directors and be responsible to them."
The foregoing description of the amendments to the Corporation's Restated Bylaws is qualified in its entirety by reference to the Corporation's Restated Bylaws, as amended, a copy of which is attached to this Amendment No. 1 to the Current Report on Form 8-K as Exhibit 3.1 and is incorporated by reference herein. Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

        Exhibit     Description of Exhibit

            3.1     Restated Bylaws of SUPERVALU INC., as amended May 6, 2009