SUPERVALU INC. Officers? Certificate and Authentication Order For 8.000% Senior Notes due 2016

EXHIBIT 4.1

SUPERVALU INC.

Officers’ Certificate and Authentication Order
For 8.000% Senior Notes due 2016

     Pursuant to the Indenture dated as of July 1, 1987 between SUPERVALU INC. (the “Company”) and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated as of August 1, 1990, the Second Supplemental Indenture dated as of October 1, 1992, the Third Supplemental Indenture dated as of September 1, 1995, the Fourth Supplemental Indenture dated as of August 4, 1999 and the Fifth Supplemental Indenture dated as of September 17, 1999 (as so supplemented, the “Indenture”) and the resolutions adopted by the Board of Directors of the Company on April 7, 2009, this Officers’ Certificate and Authentication Order is being delivered to the Trustee to establish the terms of a series of Securities in accordance with Section 301 of the Indenture, to establish the form of the Securities of such series in accordance with Section 201 of the Indenture and to request the authentication and delivery of the Securities of such series pursuant to Section 303 of the Indenture.

     Capitalized terms used but not defined herein and defined in the Indenture shall have the respective meanings ascribed to them in the Indenture.

     A.  Establishment of Series Pursuant to Section 301 of Indenture . There is hereby established pursuant to Section 301 of the Indenture a series of Securities which shall have the following terms:

     1. The series of Securities hereby being authorized shall bear the title “8.000% Senior Notes due 2016” (referred to herein as the “Debt Securities”).

     2. The aggregate principal amount of Debt Securities shall be initially $1,000,000,000 (except as noted in Sections 303, 304, 305, 306, 906 or 1107 of the Indenture); provided that the Company may, without the consent of the Holders of the Outstanding Debt Securities, “reopen” this series of Debt Securities so as to increase the aggregate principal amount of Debt Securities Outstanding in compliance with the procedures set forth in the Indenture, including Sections 301 and 303 thereof, so long as any such additional Debt Securities have the same tenor and terms (including, without limitation, rights to receive accrued and unpaid interest) as the Debt Securities then Outstanding.

     3. Except as provided in the following paragraph, the Debt Securities shall be issued only as Registered Securities. The Debt Securities shall not be issued in temporary global form. The Debt Securities shall be issued in the form of one or more Global Securities registered in the name of the Depositary or its nominee (each Debt Security represented by a Global Security being herein referred to as a “Book-Entry Debt Security”). The Depositary with respect to such Global Securities shall be The Depository Trust Company. The circumstances under which a Global Security may be exchanged for Debt Securities registered in the name of, and any transfer of such Global Security may be registered to, a Person other than such Depositary or its nominee shall be as provided in Section 305 of the Indenture.

     Bearer Securities shall be issued to all beneficial owners in exchange for their beneficial interests in a Global Security only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a depositary for such Global Security or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and a successor depositary is not appointed by the Company

within 90 days, (ii) there shall have occurred and be continuing an Event of Default with respect to the Securities represented by such Global Security or (iii) the Company at any time determines not to have Securities represented by a Global Security.

     4. The principal of the Debt Securities shall bear interest at the rate of 8.000% per annum from the Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on May 1 and November 1 (each, an “Interest Payment Date”) in each year, commencing November 1, 2009, to the Persons in whose names the Debt Securities (or one or more Predecessor Debt Securities) are registered at the close of business on the April 15 or October 15 immediately preceding such Interest Payment Dates (each a “Regular Record Date”), regardless of whether such Regular Record Date is a Business Day. Any overdue principal of and premium, if any, on the Debt Securities and any overdue installment of interest on the Debt Securities shall, to the extent permitted by law, bear interest at the rate of 2% per annum. Interest on the Debt Securities shall be calculated on the basis of a 360-day year of twelve 30-day months.

     5. The principal of each Debt Security shall be due and payable on May 1, 2016.

     6. The Borough of Manhattan, The City of New York is hereby designated as a Place of Payment for the Debt Securities, and the place where the principal of and premium, if any, and interest on the Debt Securities shall be payable, where Debt Securities may be surrendered for registration of transfer and exchange, and where notices and, if other than in the manner provided in Section 105 of the Indenture, demands to or upon the Company in respect of the Debt Securities may be served, shall be the office or agency maintained by the Company for that purpose in the Borough of Manhattan, The City of New York, which initially shall be the office of the Trustee located at Four Albany Street, New York, New York, 10006, Attention: Corporate Trust Services. Payment of principal of and interest on each Book-Entry Debt Security represented by a Global Security shall be made to the Depositary or its nominee, as the case may be, as the sole registered owner and the sole Holder of the Book-Entry Debt Securities represented thereby for all purposes under the Indenture.

     7. The Debt Securities are subject to redemption at the option of the Company as provided in the form of Debt Security attached hereto as Exhibit A and in the Indenture.

     8. The Company shall not have any obligation to redeem or purchase any Debt Securities pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof.

     9. The Debt Securities are subject to repurchase at the option of the Holders upon a Change of Control as provided in the form of Debt Security attached hereto as Exhibit A and in the Indenture.

     10. The Debt Securities shall not be guaranteed by any of the Company’s Subsidiaries on May 7, 2009. However, the Debt Securities may be guaranteed by any of the Company’s Subsidiaries at any time following the Issue Date under the conditions described in the form of Debt Security attached hereto as Exhibit A and in the Indenture.

     11. The Company shall not pay any additional amounts on Debt Securities held by a Person who is a United States Alien in respect of any tax, assessment or governmental charge withheld or deducted.

     12. The Debt Securities shall have such other terms and provisions as are set forth in the form of Debt Security attached hereto as Exhibit A (all of which incorporated by reference in and make a part of this Certificate as if set forth in full at this place).

     B.  Establishment of Form of Debt Security Pursuant to Section 201 of Indenture . It is hereby established pursuant to Section 201 of the Indenture that the Debt Securities shall be substantially in the form attached as Exhibit A hereto.

     C.  Order for the Authentication and Delivery of Debt Securities Pursuant to Section 303 of Indenture . It is hereby ordered pursuant to Section 303 of the Indenture that the Trustee authenticate, in the manner provided by the Indenture, two Debt Securities, each in an aggregate principal amount of $500,000,000, registered in the name of Cede & Co., which Debt Securities have been heretofore duly executed by the proper officers of the Company and delivered to you as provided in the Indenture, and to deliver said authenticated Debt Securities to or upon the order of Credit Suisse Securities (USA) LLC, Banc of America Securities LLC, Citigroup Global Markets Inc. and RBS Securities Inc. on May 7, 2009.

     Pursuant to Section 102 of the Indenture, the undersigned certify as follows: (i) each of the undersigned has read Sections 201, 301 and 303 of the Indenture, including the definitions related thereto, as well as such other instruments, agreements and other documents and records, as the undersigned has deemed necessary or appropriate to certify as to the matters set forth herein; (ii) in the opinion of each of the undersigned, each of the undersigned has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not all conditions precedent provided in the Indenture relating to the authentication and delivery of the Debt Securities have been complied with; and (iii) in the opinion of each of the undersigned, all conditions precedent referred to in clause (ii) above have been complied with.

[SIGNATURE PAGE FOLLOWS]

     D. IN WITNESS WHEREOF, on behalf of the Company we have hereunto signed our names.

Dated: May 7, 2009

Exhibit A

THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ACCRUAL PERIODS, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTE BY SUBMITTING A REQUEST FOR SUCH INFORMATION TO THE FOLLOWING ADDRESS: SUPERVALU INC., 11840 VALLEY VIEW ROAD, EDEN PRAIRIE, MINNESOTA 55344, ATTENTION: CORPORATE SECRETARY.

SUPERVALU INC.

8.000% Senior Notes due 2016

           Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

           This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of DTC, as Depositary for this series of Securities (the “Depositary”), or a nominee of the Depositary. This Security is exchangeable for Securities registered in the name of a Person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Security (other than a transfer of this Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in such limited circumstances.

          SUPERVALU INC., a corporation duly organized and existing under the laws of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of five hundred million United States Dollars ($500,000,000) on May 1, 2016, and to pay interest thereon from May 7, 2009, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on May 1 and November 1 in each year, commencing on November 1, 2009, at the rate of 8.000% per annum, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the rate of 2% per annum on any overdue principal and on any overdue installment of interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the April 15 and October 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or

more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

          Payment of the principal of and interest on any Security of this series (that is not a Global Security) will be made at the office or agency of the Company maintained for that purpose in The City of New York, Payment of principal of and interest on any Global Security will be made to the Depositary or its nominee, as the case may be, as the sole registered owner and the sole Holder of the Global Security for all purposes under the Indenture.

          Payment of the principal of and interest on this Security will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts.

          Reference is hereby made to the further provisions of this Security set forth below, which further provisions shall for all purposes have the same effect as if set forth at this place.

          Unless the certificate of authentication hereon leas been executed by the Trustee referred to below, directly or through an Authenticating Agent, by manual signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

          IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.

SUPERVALU INC.

8.000% Notes due 2016

          This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of July 1, 1987, as amended and supplemented by the First Supplemental Indenture dated as of August 1, 1990, the Second Supplemental Indenture dated as of October 1, 1992, the Third Supplemental Indenture dated as of September 1, 1995, the Fourth Supplemental Indenture dated as of August 4, 1999 and the Fifth Supplemental Indenture dated as of September 17, 1999 (the Indenture, as so amended and supplemented, being herein called the “Indenture”), between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated above, initially in aggregate principal amount to U.S. $1,000,000,000; provided that the aggregate principal amount of the Securities of this series which may be Outstanding may be increased by the Company upon the terms and subject to the conditions set forth in the Indenture.

          The Securities of this series are issuable only in registered form, without coupons, in denominations of $1,000 and any integral multiple thereof. The Securities of this series may be issued, in whole or in part, in the form of one or more Global Securities bearing the legend specified in the Indenture regarding certain restrictions on registration of transfer and exchange and issued to the Depositary or its nominee and registered in the name of the Depositary or such nominee. As provided in the Indenture and subject to certain limitations (including, if this Security is a Global Security, certain additional limitations) therein set forth, Securities of this series issued in definitive registered form are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

          1. Interest and Method of Payment . Payments of interest hereon with respect to any Interest Payment Date will include interest accrued to but excluding such Interest Payment Date. Interest hereon shall be computed on the basis of a 360-day year of twelve 30-day months.

          Any payment on this Security due on any day which is not a Business Day in The City of New York need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such due date.

          2. Optional Redemption . The Company may, at its option, redeem the Securities of this Series in whole at any time or in part from time to time at a Redemption Price equal to the greater of:

          In each case, the Company shall pay accrued and unpaid interest on the principal amount of such Securities being redeemed to the Redemption Date.

          Notice of redemption will be given by first-class mail to Holders of Securities of this Series, not less than 30 nor more than 60 days prior to the date fixed for redemption, all as provided in the Indenture.

          If less than all of the Securities of this Series are to be redeemed at the Company’s option, the Company shall notify the Trustee at least 45 days prior to the Redemption Date, or any shorter period as may be satisfactory to the Trustee, of the aggregate principal amount of such Securities to be redeemed and the Redemption Date. The Trustee shall select, in the manner as it deems fair and appropriate, the Securities to be redeemed. In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. No Security of this Series of a principal amount of $1,000 or less shall be redeemed in part.

          3. Repurchase at Holders’ Option upon a Change of Control . If a Change of Control shall occur at any time, then the Company shall be required to make an offer to each Holder of the Securities of this series to purchase such Holder’s Securities in whole or in part (equal to $1,000, or an integral multiple of $1,000 in excess thereof), at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Securities, plus accrued and unpaid interest to, but not including, the date of purchase (the “Change of Control Purchase Date”) (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date), pursuant to the offer mechanics described below (the “Change of Control Offer”) and in accordance with the other procedures set forth in the Securities of this series; provided, however, that the Company shall not be obliged to repurchase Securities as described under this Section 3 in the event and to the extent that the Company has unconditionally exercised the Company’s right to redeem all of the Securities of this series pursuant to the provisions described under Section 2 above.

          Within 30 days of any Change of Control, the Company shall notify the Trustee thereof and give written notice of such Change of Control to each Holder of Securities of this series by first-class mail, postage prepaid, at such Holder’s address appearing in the security register, stating, among other things:

          A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Securities of this series, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control provisions of such Securities by virtue of such compliance.

          The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture and the Securities of this series applicable to a Change of Control Offer made by the Company and purchases all such Securities validly tendered and not withdrawn under such Change of Control Offer.

          The Trustee shall promptly authenticate and deliver a new Security or Securities equal in principal amount to any unpurchased portion of Securities surrendered, if any, to the Holder of Securities of this series in global form or to each Holder of certificated Securities; provided that each such new Security shall be in a principal amount of $1,000, or an integral multiple of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.

          The Company shall comply, to the extent applicable, with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the provisions of this covenant (other than the obligation to make an offer pursuant to this covenant), the Company shall comply with the securities laws and regulations and shall not be deemed to have breached the Company’s obligations described in this Section 3 by virtue thereof.

          4. Guarantees . The Company may not permit any of the Company’s Subsidiaries to guarantee, or become a co-obligor on, any of the Company’s Debt Securities or the Debt Securities of any other of the Company’s Subsidiaries or issue any Debt Securities, unless such Subsidiaries fully and unconditionally guarantee the Securities of this series on a senior basis; provided that a Subsidiary shall not be required to guarantee the Securities of this series with respect to Debt existing on the Issue Date, so long as (1) the existing Debt is not subsequently guaranteed by such Subsidiary, (2) the existing Debt is not refinanced with Debt that is gua