
<PAGE>
                 STOCKHOLDERS' AGREEMENT

          This Agreement (the "Stockholders' Agreement"), 
dated as of August 3, 1995, is by and among KATHRYN 
ALBERTSON, ALBERTSON'S, INC., a Delaware corporation (the 
"Corporation"), and Alscott Limited Partnership #2, a Texas 
limited partnership (the "Partnership").

                        RECITALS

          WHEREAS, the Corporation and Kathryn Albertson 
entered into an agreement, dated December 31, 1979 (the "Old 
Agreement"), pursuant to which Kathryn Albertson granted to 
the Corporation, among other things, a right of first 
refusal to the shares of common stock of the Corporation 
("Common Stock") owned or thereafter acquired by her; and

          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 owned by her; 
and

          WHEREAS, concurrently herewith, the Corporation 
and the Partnership are entering into an agreement, dated of 
even date herewith (the "New Agreement"), pursuant to which 
the Partnership is granting to the Corporation, among other 
things, a right of first refusal to the shares of Common 
Stock of the Corporation contributed, presently or 
hereafter, to the Partnership by Kathryn Albertson 
(including any stock dividends and the like related to such 
Common Stock); and

          WHEREAS, the parties hereto desire to enter into 
this Stockholders' Agreement in order to provide, among 
other things, (i) that the transactions contemplated by the 
Contribution Agreement shall not cause any of the provisions 
of Sections 3 or 4 of the Old Agreement to be activated and 
(ii) for the coordination of the actions by Kathryn 
Albertson and the Partnership


<PAGE>
                         AGREEMENT


          NOW, THEREFORE, in consideration of the foregoing 
and the mutual covenants and obligations set forth in this 
Stockholders' Agreement, the parties hereto agree as 
follows:
 
         1.  Non-Application and Waiver.  Each of Kathryn 
Albertson and/or the Corporation waives, with respect to the 
contribution of the shares of Common Stock to the 
Partnership as contemplated by the Contribution Agreement, 
each of their rights they have under Sections 3 and 4 of the 
Old Agreement, and Sections 3 and 4 of the Old Agreement 
shall have no application to the contribution of the Common 
Stock contemplated by the Contribution Agreement.

         2.  Continuing Effect of Old Agreement.  All terms 
and provisions of the Old Agreement shall continue to apply 
to (i) the shares of Common Stock now owned by Kathryn 
Albertson and not contributed to the Partnership and (ii) 
any shares of Common Stock hereafter acquired by Kathryn 
Albertson.

         3.  Cooperation With Respect to Public Offerings.  
If the provisions of Section 5 of the Old Agreement and of 
the New Agreement are activated so that the shares of Common 
Stock subject to the Old Agreement and New Agreement are to 
be sold by the personal representative of Kathryn Albertson 
(the "Personal Representative") and by the Partnership, 
respectively, upon the death of Kathryn Albertson, the 
Personal Representative and the Partnership shall cooperate 
in all respects with regard to the public offering of the 
shares of Common Stock to be sold pursuant to the terms of 
such Sections 5.  In the event that the Personal 
Representative and the Partnership shall not agree as to the 
terms of the sale of the shares of Common Stock as provided 
in such Sections 5, the terms of the sale of the Common 
Stock shall be determined by the Personal Representative.

         4.  Exercise of Options.  In the event of the death 
of Kathryn Albertson, the Corporation shall either (i) 
exercise both of its options to purchase shares of Common 
Stock pursuant to Section 4 of the New Agreement and Section 
4 of the Old Agreement, respectively, or (ii) refrain from 
exercising each such option to purchase shares of Common 
Stock, but in no event shall the Corporation exercise one of 
such options without exercising the other.
<PAGE>
         5.  Notices.  All notices, offers, acceptances, 
demands, requests and other communications contemplated in 
this Stockholders' 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 Kathryn Albertson: 

         Kathryn Albertson
         Suite 100
         380 E. Parkcenter Blvd.
         Boise, Idaho 83706

     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 the Corporation, a separate notice 
addressed to each of:

     Thomas R. Saldin            Kaye L. O'Riordan
     Executive Vice President,   Corporate Secretary
     Administration and          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

Kathryn Albertson or the Partnership may change her/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 both 
Kathryn Albertson and the Partnership.

         All notices required to be given by the Corporation 
to Kathryn Albertson under the Old Agreement or this 
Stockholders' Agreement shall simultaneously be given to the 
Partnership, and all notices required to be given by the 
<PAGE>
Corporation to the Partnership under the New Agreement or 
this Stockholders' Agreement shall simultaneously be given 
to Kathryn Albertson, in each case pursuant to the 
respective provisions of such agreements.

         6.  Succession.

         6.1.  It is agreed that no party to this 
Stockholders' Agreement shall assign this Stockholders' 
Agreement or its rights hereunder to any third party without 
the express approval in writing of each other party hereto. 
This Stockholders' 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 
each other party hereto).

         6.2.  The provisions of this Stockholders' 
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.

         7.  Enforcement - Attorneys Fees.

         7.1.  Each party hereto recognizes that her/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 available to 
the other party for any such breach.

         7.2.  In the event suit or action be instituted by 
any party to enforce performance by another party of the 
terms and provisions of this Stockholders' 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.

         8.  Other Agreements.

         This Stockholders' Agreement together with the New 
Agreement shall supersede any prior oral understanding 
between the parties with respect to the sale and purchase of 
shares of Common Stock.  Except to the extent specifically 
<PAGE>
otherwise provided in this Stockholders' Agreement, the Old 
Agreement shall remain in full force and effect.

         9.  Validity - Legality.

         In the event that any provision of this 
Stockholders' Agreement shall be held invalid or illegal or 
unenforceable in whole or in part, the validity of any other 
provision of this Stockholders' Agreement shall not in any 
manner be affected thereby.

         10. Governing Law.

         The provisions of this Stockholders' Agreement and 
the interpretation thereof shall be governed and construed 
in accordance with the laws of the State of Idaho.

          IN WITNESS WHEREOF, the parties hereto have 
executed this Stockholders' Agreement as of the date and 
year set forth first above.


                         ALBERTSON'S, INC.

                             Thomas R. Saldin
                         _______________________________
                         By: Thomas R. Saldin
                         Title: Executive Vice President,
                                Administration and General
                                Counsel


                         Kathryn Albertson
                         _______________________________
                         Kathryn Albertson 


                         ALSCOTT LIMITED PARTNERSHIP #2

                         By:  Alscott, Inc.
                              General Partner

                              Thomas Wilford
                         By:  __________________________
                              Thomas Wilford
                              Treasurer and Secretary
 

(..continued)



 

 



