
<PAGE>
                        A G R E E M E N T


     THIS AGREEMENT made and executed this 3rd day of 
August, 1995, by and between Alscott Limited Partnership 
#2, a Texas limited partnership (the "Partnership") and 
ALBERTSON'S, INC., a Delaware corporation.
     WHEREAS, concurrently herewith, Kathryn Albertson 
and the Partnership are entering into an agreement, dated 
of even date herewith (the "Contribution Agreement"), 
pursuant to which Kathryn Albertson is contributing to 
the Partnership 20,840,446 shares of common stock of 
Albertson's, Inc. owned by her; and
     WHEREAS, the parties hereto are concurrently 
entering into a Stockholders' Agreement (the 
"Stockholders' Agreement") in order to provide, among 
other things, for the coordination and aggregation of the 
actions by Kathryn Albertson and the Partnership under 
this Agreement and under the Agreement, dated December 
31, 1979, between Albertson's, Inc. and Kathryn 
Albertson;

     NOW, THEREFORE, IN CONSIDERATION OF the mutual 
covenants herein set forth and other valuable 
considerations by each party received from each other 
party, the adequacy of which is hereby acknowledged, IT 
IS AGREED:


<PAGE>
     Section 1.  Definitions.  As used in this agreement:

     1.1.  The term "corporation" shall refer to 
Albertson's, Inc., a Delaware corporation.
     1.2.  The term "stock" shall refer to shares of 
common stock issued by the corporation.
     1.3.  The term "business day" shall refer to any 
Monday, Tuesday, Wednesday, Thursday or Friday which is 
not a legal holiday under the laws of the State of Idaho.
     1.4.  The term "market value", as used in Sections 
3, 4 and 5 shall refer to an amount equivalent to the 
average of the closing prices per share of stock on the 
composite tape for thirty consecutive business days upon 
which shares of stock were traded upon any stock exchange 
whose prices are incorporated in the composite tape 
preceding the date of determination.
     1.5.  The term "personal representative" shall refer 
to the duly appointed personal representative of the 
estate of Kathryn Albertson, acting in that capacity 
following the death of Kathryn Albertson.  Should a 
special administrator be appointed to administer the 
estate of Kathryn Albertson until such time as a personal 
representative of that estate is appointed, the term 
"personal representative" shall also refer to that 
special administrator.
<PAGE>
     1.6.  The term "Shares" means (i) all stock 
transferred to the Partnership by Kathryn Albertson and 
(ii) all stock received by the Partnership as a dividend 
or other distribution as a result of its ownership of the 
stock referred to in clause (i).
     Section 2.  Recognition.  The parties hereto 
recognize that:
     2.1.  Kathryn Albertson has contributed today 
20,840,446 shares of stock to the Partnership pursuant to 
the terms of the Contribution Agreement.  The aggregate 
number of shares of stock contributed to the Partnership 
pursuant to the terms of the Contribution Agreement is 
26,842,046.
     2.2.  The provisions of this agreement and the 
covenants of the respective parties contained in this 
agreement are in their best interests in providing for an 
orderly sale and purchase of stock under the 
circumstances and in the manner provided in this 
agreement.
     Section 3.  Sale of Stock - Right of First Refusal. 
     3.1.  The provisions of subsection 3.2 shall remain 
in force and effect during the lifetime of Kathryn 
Albertson.  The provisions of subsection 3.3 shall remain 
in effect and binding upon a donee although the death of 
Kathryn Albertson shall have occurred.
<PAGE>
     3.2.  In the event that during the lifetime of 
Kathryn Albertson the Partnership proposes to sell or 
dispose of (other than through gift) all or any part of 
the Shares to a person or entity other than Kathryn 
Albertson, it shall give notice in writing to the 
corporation stating its desire to sell such Shares.  If 
its proposal to sell such Shares is based upon a bona 
fide offer by a third party to purchase, the notice 
delivered to the corporation shall state its intention to 
sell the Shares, the identity of the prospective 
purchaser, the price per share offered, the number of 
Shares to be sold and other terms of the proposed sale. 
If its proposal to sell is not based upon a bona fide 
offer to purchase, then the notice to  the corporation 
shall state its intention to sell Shares, the number of 
Shares to be sold, the proposed price per share therefor 
and other terms of sale.
     For a period of thirty (30) days following delivery 
of that notice to the corporation, the corporation shall 
have an irrevocable and exclusive option to purchase all 
(but not less than all) of the Shares proposed to be sold 
at the price and upon the terms set forth in the notice.
     Should the corporation determine to exercise its 
option to purchase those Shares, notice in writing of 
<PAGE>
that decision shall be delivered to the Partnership 
within the thirty day option period.  A closing shall 
take place on the ninetieth business day following the 
date of delivery to the Partnership of the corporation's 
notice that it is exercising its option.  The closing 
shall take place at the office of the corporation.  At 
the closing the corporation shall pay to the Partnership 
such part of or the entire purchase price for those 
Shares as is required to be paid at closing by the terms 
of sale, and, if payment of a part of the purchase price 
is deferred, the corporation shall deliver to the 
Partnership such other instruments as are contemplated by 
the terms of sale.  Simultaneously therewith the 
Partnership shall deliver to the corporation certificates 
evidencing its ownership of the number of Shares 
purchased by the corporation with proper assignments in 
blank thereof duly executed by it with its signature 
guaranteed.
     Should the corporation fail, refuse or decline to 
exercise its option to purchase all of the Shares offered 
for sale within the thirty day option period at the price 
and upon the terms set forth in the notice delivered to 
the corporation, within a period of nine (9) months 
thereafter the Partnership may sell those Shares at a 
price equivalent to or exceeding that which was stated in 
<PAGE>
the notice to the corporation (and which was available to 
the corporation), but the Partnership shall not sell 
those Shares upon different terms or at a purchase price 
less than that which was stated in the notice to the 
corporation (and available to the corporation) or sell a 
part, only, of those Shares, or sell those Shares after 
the expiration of said nine month period without again 
offering those Shares for purchase by the corporation 
under the procedure set forth in this subsection.
     3.3.  The provisions of this section shall not be 
interpreted to deprive the Partnership of the privilege 
to make gifts of Shares during Kathryn Albertson's 
lifetime; providing that as a condition to each gift the 
donee shall agree in writing to grant to the corporation 
an option to purchase all of the Shares so received as a 
gift from the Partnership utilizing the procedure set 
forth in this subsection.
     That agreement by the donee shall require the donee, 
its successors, assigns and personal representative 
within a period of one year following the date of the 
gift to deliver to the corporation an offer to sell to 
the corporation all of the Shares received as a gift from 
the Partnership.
<PAGE>
     For a period of ninety days following delivery of 
that notice to sell Shares the corporation shall have an 
exclusive and irrevocable option to purchase all (but not 
less than all) of the Shares so offered for sale by the 
donee at the purchase price and on the terms set forth in 
this subsection.
     Should the corporation determine to exercise its 
option to purchase those Shares, notice in writing of 
that decision shall be delivered to the donee within said 
ninety day option period; and having determined to 
exercise its option to purchase those Shares, the 
purchase price shall be equivalent to ninety-six percent 
(96%) of the market value per share determined as 
provided in subsection 1.4 as of the date of delivery of 
the written notice by which the corporation exercised its 
option to purchase the Shares, multiplied by the number 
of Shares to be purchased.
     The corporation having given notice of its decision 
to purchase Shares, a closing shall take place at the 
general office of the corporation on the 150th day after 
the date of delivery of the notice by the corporation 
exercising its option to purchase the Shares or if such 
day is not a business day, on the first business day 
thereafter.
<PAGE>
     At the closing, the donee shall deliver to the 
corporation the certificates evidencing ownership by it 
of the number of Shares purchased by the corporation with 
proper assignments thereof in blank duly executed by or 
on behalf of the donee with its signature guaranteed; and 
simultaneously therewith the corporation shall pay to the 
donee the entire purchase price for those Shares.
     Should the corporation fail, refuse or decline to 
exercise its option to purchase all of the Shares 
(received by the donee from the Partnership as a gift) 
within the option period stated in this subsection, from 
and after the expiration of that option period the donee 
shall hold those Shares, deal with them and exercise all 
rights of ownership thereof free from the provisions of 
this subsection and free from the provisions of the 
agreement entered into by the donee at the time of the 
gift of stock.
     Following a gift by the Partnership of Shares, upon 
the new certificate evidencing ownership by the donee of 
those Shares the Secretary of the corporation shall be 
authorized to endorse a legend corresponding to that set 
forth in Section 7 and further incorporating by reference 
the agreement of the donee contemplated in this 
subsection.
<PAGE>
     Section 4.  Option to Purchase.
     4.1.  Following the death of Kathryn Albertson, the 
corporation is hereby granted an irrevocable and 
exclusive option to purchase all of the Shares (not a 
part thereof) owned by the Partnership at the time of 
Kathryn Albertson's death as provided in this section.
     4.2.  Within thirty days following the date of death 
of Kathryn Albertson the Partnership shall deliver to the 
corporation an offer to sell to the corporation all of 
the Shares owned by the Partnership at the time of 
Kathryn Albertson's death.
     For a period of ninety days following delivery of 
that offer to sell Shares, the corporation shall have an 
irrevocable and exclusive option to purchase all (but not 
less than all) of the Shares owned by the Partnership at 
the time of Kathryn Albertson's death at the purchase 
price and on the terms set forth in this section.
     Should the corporation determine to exercise its 
option to purchase those Shares, notice in writing of 
that decision shall be delivered to the Partnership 
within said ninety day option period; and having 
determined to exercise its option to purchase those 
Shares, the purchase price shall be equivalent to ninety-
six percent (96%) of the market value per share 
determined as 
<PAGE>
provided in subsection 1.4 as of the date of delivery of 
the written notice by which the corporation exercised its 
option to purchase the Shares, multiplied by the number 
of Shares to be purchased.
     The corporation having given notice of its decision 
to purchase the Shares, the closing shall take place at 
the general office of the corporation on the 150th day 
after the date of delivery of the notice by the 
corporation exercising its option to purchase the Shares, 
or if such day is not a business day, on the first 
business day thereafter.
     At the closing:
          (a)  The Partnership shall deliver to the 
corporation (1) such instrument or instruments as may be 
required under the laws of the State of Idaho to 
establish its authority to sell those Shares, and (2) the 
certificates evidencing the ownership by the Partnership 
of the number of Shares purchased by the corporation with 
proper assignments thereof in blank duly executed by the 
Partnership with its signature guaranteed.
          (b)  The corporation shall pay to the 
Partnership the entire purchase price for the Shares 
being purchased.
<PAGE>
          (c)  Should the closing occur more than nine 
months after the date of death of Kathryn Albertson, in 
addition to the purchase price for the Shares being 
purchased, upon demand the corporation shall pay to the 
personal representative an amount equivalent to the 
aggregate of (i) interest upon that purchase price 
computed at a rate equivalent to that then chargeable by 
the United States of America under the applicable 
provisions of the Internal Revenue Code for delinquent 
estate taxes computed for the period from the date which 
is nine months after the date of death of Kathryn 
Albertson to the date of closing, and (ii) all penalties 
and other charges levied and imposed by the Internal 
Revenue Service by reason of the late payment of those 
estate taxes.
     4.3.  Should the corporation fail, refuse or decline 
to exercise its option to purchase all of the Shares 
owned by the Partnership at the time of Kathryn 
Albertson's death within the option period stated in 
subsection 4.2, then and in that event the Partnership 
shall be obligated to sell those Shares through a 
secondary public offering utilizing the procedure set 
forth in Section 5.
<PAGE>
     Section 5.  Public Offering of Shares.

     5.1.  Should the corporation have failed, refused or 
declined to purchase all of the Shares owned by the 
Partnership at the time of Kathryn Albertson's death in 
the manner and within the option period stated in 
subsection 4.2, promptly following the expiration of that 
option period or notice in writing by the corporation 
that it declines to exercise the option the Partnership 
shall proceed expeditiously through the exercise of its 
best efforts to cause those Shares to be registered under 
the Securities Act of 1933 for public distribution and 
sale through an underwriter and to consummate an 
agreement for sale of those Shares to or through an 
underwriter.  The corporation may designate the 
underwriter.  The amount of the underwriter's commissions 
shall require approval by the corporation.  The gross 
price per Share (before deducting the underwriter's 
commissions) at which the Shares shall be offered through 
the underwriter for distribution and sale shall be fixed 
and established by the Partnership.  Unless a greater 
gross price per Share is approved by the corporation, 
that gross price as fixed and established by the 
Partnership shall not exceed the market value per Share 
determined as at the date of the offering.
<PAGE>
     5.2.  All expenses and costs associated with the 
registration of those Shares and such public distribution 
or sale, including (without limitation) registration 
fees, fees and expenses of counsel for the Partnership, 
fees and expenses of accountants, printing costs and the 
underwriter's commissions shall be assumed and paid by 
the corporation.  Accordingly, upon demand by the 
Partnership, the corporation agrees to reimburse and pay 
to the Partnership all expenditures by the Partnership 
for those purposes.
     5.3.  The Partnership may delegate to the 
corporation and to its employees or persons designated by 
the corporation the actual preparation of the 
registration statement, prospectus and offering circular 
and other instruments required to effect a registration 
under the Securities Act of 1933, retaining the privilege 
to approve the final form thereof.  In such event, the 
Partnership shall furnish to the corporation in writing 
such information known to the Partnership as shall 
reasonably be required by the corporation for use in such 
registration statement, prospectus or offering circular. 
 In any event, the form and content of those instruments 
shall require approval by both the Partnership and the 
corporation.
<PAGE>
     5.4.  The corporation agrees to indemnify, to the 
extent permitted by law, the Partnership and each person, 
if any, who controls the Partnership within the meaning 
of Section 15 of the Securities Act of 1933, as amended, 
jointly or severally, against all losses, claims, 
damages, liabilities or expenses (under such Act or 
common law or otherwise) arising from or caused by any 
untrue statement or alleged untrue statement of a 
material fact which was furnished by any employee of the 
corporation and incorporated in the registration 
statement or any offering circular or prospectus (as 
amended or supplemented) or if the corporation or any 
employee thereof was responsible for any omission or 
alleged omission to state in the registration statement 
or the offering circular or prospectus a material fact 
required to be stated therein or necessary to make the 
statements therein not misleading; excepting insofar as 
such losses, claims, damages, liabilities or expenses are 
caused by any untrue statement of or an omission in the 
information furnished and provided by the Partnership 
expressly for use therein; and the corporation shall 
reimburse the Partnership and its controlling persons for 
any legal or other expenses reasonably incurred by them 
in investigating or defending 
<PAGE>
against such alleged losses, claims, damages, liabilities 
or expenses.
     Although the underwriting agreement will be entered 
into between the Partnership and the underwriter, the 
corporation agrees to indemnify the underwriter, its 
officers and directors, and each person who controls the 
underwriter within the meaning of the Securities Act of 
1933, as amended, if then in effect or any similar 
Federal statute then in force to the same extent as 
herein above provided with respect to indemnification of 
the Partnership.
     Should the Partnership delegate to the corporation 
and to its employees the actual preparation of the 
registration statement, prospectus, offering circular or 
other instruments required to effect a registration under 
the Securities Act of 1933, the Partnership agrees to 
indemnify, to the extent permitted by law, the 
corporation, its directors and officers and each person, 
if any, who controls the corporation within the meaning 
of such Act, against any losses, claims, damages, 
liabilities and expenses resulting from any untrue 
statement of a material fact incorporated in the 
registration statement or prospectus which was furnished 
in writing by the Partner-ship expressly for use therein.
<PAGE>
     Should the Partnership, promptly following the 
expiration of the option period stated in subsection 4.2 
or promptly following receipt of notice in writing by the 
corporation that it declines to exercise the option 
granted to it in Section 4, have delegated to the 
corporation and to its employees or persons designated by 
the corporation the actual preparation of the 
registration statement, prospectus, offering circular and 
other instruments required to effect a registration under 
the Securities Act of 1933 and should the preparation and 
filing of those instruments be so delayed that the 
closing with the underwriter contemplated in subsection 
5.5 does not occur within a period of nine months 
following the date of death of Kathryn Albertson, upon 
demand the corporation shall be obligated to pay to the 
personal representative an amount equivalent to the 
aggregate of (i) interest at a rate equivalent to that 
then chargeable by the United States of America under 
applicable provisions of the Internal Revenue Code for 
delinquent estate taxes computed upon that portion of the 
gross offering price of all Shares sold through the 
secondary public offering by the Partnership and which 
the personal representative was required to pay as estate 
taxes payable to the Internal Revenue Service for the 
period from the date 
<PAGE>
which is nine months after the date of death of Kathryn 
Albertson to the date of closing under subsection 5.5, 
and (ii) all penalties and other charges levied and 
imposed by the Internal Revenue Service by reason of the 
late payment of those estate taxes.
     5.5.  Promptly following the date of the sale under 
the public offering, there shall be a closing in the 
office of the underwriter.  At that closing, the 
underwriter shall pay to the Partnership the gross 
offering price per share for all shares of the stock 
sold; the corporation shall pay to the underwriter its 
commission on all of the Shares sold; and simultaneously 
therewith the Partnership shall deliver to the 
underwriter certificates evidencing the Shares for which 
payment was received by it with proper assignments in 
blank thereof duly executed by the Partnership with its 
signature guaranteed.
     Section 6.  General.
     6.1.  The Partnership agrees that it will not pledge 
or create a security interest in the Shares to secure 
payment of any obligation, and that it will not sell, 
assign, transfer or create an interest in any of the 
Shares except as provided in this agreement.  The 
provisions of this subsection shall not be interpreted to 
<PAGE>
limit or in any respect restrict the authority of the 
Partnership to borrow funds, incur obligations or 
establish lines of credit based upon its general net 
worth as disclosed by a balance sheet listing the Shares 
owned by it as an asset.
     6.2.  [INTENTIONALLY LEFT BLANK]
     6.3.  This agreement and the endorsement of the 
legend contemplated in Section 7 upon certificates 
evidencing its ownership of Shares shall not in any 
respect deprive the Partnership of all rights of 
ownership of the Shares owned by it, including (without 
limitation thereto) unrestricted voting rights and the 
right to receive and retain all dividends (either in cash 
or in the form of shares of stock) declared thereon, 
subject only to the specific provisions of Sections 3, 4, 
5 and 6.
     Section 7.  Endorsement of Stock Certificates.
     7.1.  Immediately following the execution of this 
agreement, the Partnership agrees to deliver to the 
corporation all certificates evidencing ownership by the 
Partnership of Shares in order that there may be endorsed 
upon the face of each such certificate a legend reading 
substantially as follows:
<PAGE>
           "The shares of stock evidenced by this 
     certificate are subject to an Agreement entered 
     into on the 3rd day of August, 1995, between 
     Alscott Limited Partnership #2 and Albertson's,
     Inc. which restricts and controls any sale, 
     assignment, transfer, pledge or other disposition 
     of the shares of stock evidenced by this 
     certificate.  A copy of such Agreement is on 
     file with the Secretary of Albertson's, Inc."

After endorsement of that legend, each certificate shall 
be returned to the Partnership.  So long as this 
agreement is in force, a legend substantially as above 
stated shall be endorsed on each certificate representing 
Shares hereafter issued by the corporation to the 
Partnership.
     7.2.  A copy of this agreement shall remain on file 
with the Secretary of the corporation.
     7.3.  In either of these events:
          (i)  As authorized in subsection 3.2, should 
the Partnership sell Shares to a purchaser other than the 
corporation or Kathryn Albertson; or 
          (ii)  as contemplated in subsection 3.3, should 
the corporation fail, refuse or decline to purchase 
Shares from a donee within the option period provided in 
that subsection,
upon request by the Partnership or by the donee (as the 
case may be) the corporation agrees to replace the 
certificates evidencing the Shares involved (and upon 
which the legend contemplated in subsection 7.1 or 
subsection 
<PAGE>
3.3 appears) by a certificate or certificates duly 
executed and issued evidencing ownership by the 
Partnership or by the donee (as the case may be) of an 
equivalent number of Shares upon which no legend of the 
nature contemplated in subsection 7.1 or subsection 3.3 
shall appear.
     Section 8.  Notices.
     All notices, offers, acceptances, demands, requests 
and other communications contemplated in this agreement 
shall be in writing and shall be deemed delivered either 
(a) by personal delivery to the party to whom it is 
addressed or (b) upon the expiration of three (3) days 
following the date of mailing (as shown by the postmark 
on the envelope) through United States Certified Mail, 
postage prepaid, return receipt requested, addressed to 
the respective parties hereto at the following addresses:
In the case of the Partnership:

     Alscott Limited Partnership #2
     Suite 100
     380 E. Parkcenter Blvd.
     Boise, Idaho 83706
     Attention:  Thomas Wilford

In the case of Albertson's, Inc., a separate notice 
addressed to each:
<PAGE>
Thomas R. Saldin           Kaye L. O'Riordan
Executive Vice President,  Corporate Secretary and 
Administration and         Senior Attorney
General Counsel            Albertson's, Inc.
Albertson's, Inc.          250 E. Parkcenter Blvd.,
250 E. Parkcenter Blvd.    Boise, Idaho 83706
Boise, Idaho 83706


The Partnership may change its address above stated by 
notice in writing to the corporation.  The corporation 
may change individual officers or the address above 
stated by notice in writing to the Partnership.
     Section 9.  Succession.
     9.1.  It is agreed that neither party to this 
agreement shall assign the agreement or its rights 
thereunder to any third party without the express 
approval in writing of the other party.  This agreement 
shall be binding upon and shall inure to the benefit of 
the parties hereto and their respective successors and 
assigns (to the extent approved by the other party).
     9.2.  The provisions of this agreement to be 
performed following the death of Kathryn Albertson shall 
be binding upon the personal representative of the estate 
of Kathryn Albertson, then deceased, and her heirs and 
devisees.
<PAGE>
     Section 10.  Enforcement - Attorneys Fees.

     10.1  Each party hereto recognizes that its 
obligations hereunder are unique and that the breach of 
any obligation could not be adequately compensated by 
monetary damages; therefore, each party directs that 
specific performance of each such obligation shall be the 
remedy available to the other party for any such breach.
     10.2.  In the event suit or action be instituted by 
either party to enforce performance by the other party of 
the terms and provisions of this agreement incumbent upon 
the other party to be kept or performed, the prevailing 
party in such suit or action shall be entitled to recover 
a reasonable sum as attorneys fees and all courts costs 
incurred on behalf of that party and that amount shall be 
included in the judgment made and entered in that action.
     Section 11.  Other Agreements.

     This agreement together with the Stockholders' 
Agreement shall supersede any prior agreements between 
the parties and any other written or oral understanding 
between the parties with respect to the sale and purchase 
of the Shares of stock.
     Section 12.  Validity - Legality.
     In the event that any provision of this agreement 
shall be held invalid or illegal or unenforceable in 


<PAGE>
whole or in part, the validity of any other provision of 
this agreement shall not in any manner be affected 
thereby.
     Section 13.  Governing Law.
     The provisions of this agreement and the 
interpretation thereof shall be governed and construed in 
accordance with the laws of the State of Idaho.

          IN WITNESS WHEREOF, this agreement has been 
duly executed by and on behalf of each party hereto the 
day and year herein first above written.

                         ALBERTSON'S, INC.


(Corporate Seal)
                             Thomas R. Saldin
                         By:_____________________________
                             Thomas R. Saldin

                         Its: Executive Vice President,
                              Administration and General 
                              Counsel
Kaye L. O'Riordan
_____________________
Kaye L. O'Riordan
     Secretary


                         ALSCOTT LIMITED PARTNERSHIP #2

                         By:  Alscott, Inc.
                                General Partner


                              Thomas Wilford
                         By: ____________________________
                              Thomas Wilford
                              Treasurer and Secretary
 

(..continued)



 

 

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