<SUBMISSION>
<ACCESSION-NUMBER>0000003333-02-000022
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>9
<PERIOD>20021031
<FILING-DATE>20021211
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ALBERTSONS INC /DE/
<CIK>0000003333
<ASSIGNED-SIC>5411
<IRS-NUMBER>820184434
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0131
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>001-06187
<FILM-NUMBER>02854890
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>250 PARKCENTER BLVD
<STREET2>P O BOX 20
<CITY>BOISE
<STATE>ID
<ZIP>83726
<PHONE>2083956200
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>250 PARKCENTER BLVD
<STREET2>P O BOX 20
<CITY>BOISE
<STATE>ID
<ZIP>83726
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>abs10q32002.txt
<DESCRIPTION>FORM 10-Q
<TEXT>





                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                         -------------------------------

                                    FORM 10-Q

                         -------------------------------

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


       For 13 Weeks Ended: October 31, 2002 Commission File Number: 1-6187



                                ALBERTSON'S, INC.
              -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)



              Delaware                                    82-0184434
   -------------------------------          ------------------------------------
   (State or other jurisdiction of          (I.R.S. Employer Identification No.)
    incorporation or organization)


   250 Parkcenter Blvd., P.O. Box 20, Boise, Idaho              83726
   -----------------------------------------------           -----------
                  (Address)                                   (Zip Code)


     Registrant's telephone number, including area code:  (208) 395-6200
                                                          --------------


     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X    No
                                             -----   -----

     There  were  379,151,128  shares  with  a par  value  of  $1.00  per  share
outstanding at December 6, 2002.



<PAGE>


                                ALBERTSON'S INC.
                                      INDEX

<TABLE>
<CAPTION>
<S>           <C>                                                                              <C>

PART I        FINANCIAL INFORMATION

Item 1.       Financial Statements (Unaudited)
                  Condensed Consolidated Earnings for the 13 and 39  weeks ended
                  October 31, 2002 and November 1, 2001                                         3

                  Condensed Consolidated Balance Sheets as of October 31, 2002
                  and January 31, 2002                                                          4

                  Condensed  Consolidated  Cash  Flows  for  the  39 weeks ended
                  October 31, 2002 and November 1, 2001                                         5

                  Notes to the Condensed Consolidated Financial Statements                      6

Item 2.       Management's  Discussion  and  Analysis of Financial Condition and
              Results of Operations                                                             14

Item 3.       Quantitative and Qualitative Disclosures About Market Risk                        22

Item 4.       Controls and Procedures                                                           23

PART II       OTHER INFORMATION

Item 1.       Legal Proceedings                                                                 23

Item 2.       Changes in Securities                                                             23

Item 6.       Exhibits and Reports on Form 8-K                                                  23
</TABLE>




<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                                ALBERTSON'S, INC.
                         CONDENSED CONSOLIDATED EARNINGS
                       (in millions except per share data)
                                   (unaudited)
<TABLE>
<CAPTION>

                                                            13 WEEKS ENDED                             39 WEEKS ENDED
                                                 --------------------------------------    ----------------------------------------
                                                      October 31,         November 1,            October 31,          November 1,
                                                             2002                2001                   2002                 2001
                                                 ------------------ -------------------    -------------------- -------------------
<S>                                                         <C>                <C>                    <C>                <C>
Sales                                                       $8,657             $9,036                 $26,519            $27,265
Cost of sales                                                6,120              6,466                  18,751             19,537
                                                 ------------------ -------------------    -------------------- -------------------
Gross profit                                                 2,537              2,570                   7,768              7,728

Selling, general and administrative expenses                 2,152              2,152                   6,421              6,562
Restructuring (credits) charges and other                       (7)                 1                     (29)               476
Merger-related credits                                                                                                       (15)
                                                 ------------------ -------------------    -------------------- -------------------
Operating profit                                               392                417                   1,376                705

Other expenses:
  Interest, net                                                (87)              (110)                   (295)              (326)
  Other, net                                                                       (7)                    (17)               (19)
                                                 ------------------ -------------------    -------------------- -------------------
Earnings from continuing operations before
  income taxes                                                 305                300                   1,064                360
Income tax expense                                             111                123                     408                153
                                                 ------------------ -------------------    -------------------- -------------------

Net earnings from continuing operations                        194                177                     656                207
Discontinued operations:
  Operating (loss) profit                                       (3)                (1)                   (437)                 8
  Income tax (benefit) expense                                  (1)                                      (145)                 4
                                                 ------------------ -------------------    -------------------- -------------------
Net (loss) earnings from discontinued
  operations                                                    (2)                (1)                   (292)                 4
                                                 ------------------ -------------------    -------------------- -------------------
NET EARNINGS                                               $   192            $   176               $     364          $     211
                                                 ------------------ -------------------    -------------------- -------------------


EARNINGS (LOSS) PER SHARE:
  Basic
         Continuing operations                              $ 0.49             $ 0.44                   $1.63             $ 0.51
         Discontinued operations                             (0.01)             (0.01)                  (0.73)              0.01
                                                 ------------------ -------------------    -------------------- -------------------
         Net earnings                                       $ 0.48             $ 0.43                   $0.90             $ 0.52
                                                 ================== ===================    ==================== ===================

  Diluted
         Continuing operations                              $ 0.49             $ 0.43                   $1.63             $ 0.51
         Discontinued operations                             (0.01)                                     (0.73)              0.01
                                                 ------------------ -------------------    -------------------- -------------------
         Net earnings                                       $ 0.48             $ 0.43                   $0.90             $ 0.52
                                                 ================== ===================    ==================== ===================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING:
  Basic                                                        396                406                     403                406
  Diluted                                                      397                409                     405                408
</TABLE>





See Notes to Condensed Consolidated Financial Statements.



<PAGE>


                                ALBERTSON'S, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                         (in millions except par value)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                October 31,          January 31,
                                                                                                       2002                 2002
                                                                                            -----------------    -----------------
<S>                                                                                                  <C>                   <C>
        ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                                                                         $  430                $  61
   Accounts and notes receivable, net                                                                   575                  696
   Inventories                                                                                        3,180                3,196
   Prepaid expenses and other                                                                           102                  172
   Refundable income taxes                                                                               17
   Assets held for sale                                                                                 189                  326
   Deferred income taxes                                                                                 97                  172
                                                                                            -----------------    -----------------
                  TOTAL CURRENT ASSETS                                                                4,590                4,623

LAND, BUILDINGS AND EQUIPMENT (net of accumulated depreciation and
  amortization of $6,022 and $5,753, respectively)                                                    8,964                9,282

GOODWILL, net                                                                                         1,399                1,468

INTANGIBLES, net                                                                                        184                  210

OTHER ASSETS                                                                                            332                  398
                                                                                            -----------------    -----------------
                                                                                                   $ 15,469             $ 15,981
                                                                                            =================    =================

         LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                                                                  $2,101               $2,107
   Salaries and related liabilities                                                                     557                  584
   Taxes other than income taxes                                                                        194                  153
   Income taxes payable                                                                                                       51
   Self-insurance                                                                                       212                  198
   Unearned income                                                                                       85                   88
   Restructuring reserves                                                                                44                   61
   Current portion of capitalized lease obligations                                                      14                   14
   Current maturities of long-term debt                                                                 127                  123
   Other                                                                                                244                  217
                                                                                            -----------------    -----------------
                TOTAL CURRENT LIABILITIES                                                             3,578                3,596

LONG-TERM DEBT                                                                                        4,953                5,060

CAPITALIZED LEASE OBLIGATIONS                                                                           296                  276

SELF-INSURANCE                                                                                          334                  307

DEFERRED INCOME TAXES                                                                                    29                   71

OTHER LONG-TERM LIABILITIES AND DEFERRED CREDITS                                                        744                  756

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
   Preferred stock - $1.00 par value; authorized - 10 shares; designated - 3
     shares of Series A Junior Participating; issued - none
   Common stock - $1.00 par value; authorized - 1,200 shares; issued - 386
     shares and 407 shares, respectively                                                                386                  407
   Capital in excess of par                                                                             125                   94
   Accumulated other comprehensive loss                                                                 (19)                 (19)
   Retained earnings                                                                                  5,043                5,433
                                                                                            -----------------    -----------------
                                                                                                      5,535                5,915
                                                                                            -----------------    -----------------
                                                                                                    $15,469             $ 15,981
                                                                                            =================    =================
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


<PAGE>


                                ALBERTSON'S, INC.
                      CONDENSED CONSOLIDATED CASH FLOWS
                                  (in millions)
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                                                  39 WEEKS ENDED
                                                                                    --------------------------------------------
                                                                                        October 31,               November 1,
                                                                                               2002                      2001
                                                                                    ------------------     ---------------------
<S>                                                                                          <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net earnings                                                                             $   364                  $    211
     Adjustments to reconcile net earnings to net cash provided by operating
     activities:
       Depreciation and amortization                                                            730                       737
       Goodwill amortization                                                                                               43
       Discontinued operations noncash charges                                                  347
       Restructuring and other noncash (credits) charges                                         (2)                      450
       Noncash merger-related credits                                                                                     (13)
       Net (gain) loss on asset sales                                                            (1)                       15
       Net deferred income taxes and other                                                       48                      (149)
       Decrease in cash surrender value of Company-owned life insurance                          17                        21
     Changes in operating assets and liabilities:
         Receivables, prepaid expenses and other                                                190                        16
         Inventories                                                                             51                      (196)
         Accounts payable                                                                        (6)                      205
         Other current liabilities                                                              (39)                      131
         Self-insurance                                                                          41                        51
         Unearned income                                                                         (3)                      (25)
         Other long-term liabilities                                                            (12)                      (36)
                                                                                    ------------------     ---------------------
   Net cash provided by operating activities                                                  1,725                     1,461

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                                      (1,050)                   (1,108)
   Proceeds from disposal of land, buildings and equipment                                       91                        67
   Proceeds from disposal of assets held for sale                                               472                        97
   Other                                                                                         10                         2
                                                                                    ------------------     ---------------------
   Net cash used in investing activities                                                       (477)                     (942)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from long-term borrowings                                                                                     613
   Net commercial paper and bank line activity                                                                           (859)
   Payments on long-term borrowings                                                            (116)                      (70)
   Cash dividends paid                                                                         (232)                     (231)
   Proceeds from stock options exercised                                                         16                        19
   Common Stock purchased and retired                                                          (547)
                                                                                    ------------------     ---------------------
   Net cash used in financing activities                                                       (879)                     (528)
                                                                                    ------------------     ---------------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                            369                        (9)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                                 61                        37
                                                                                    ------------------     ---------------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                  $   430                  $     28
                                                                                    ==================     =====================


</TABLE>

See Notes to Condensed Consolidated Financial Statements.


<PAGE>


                                ALBERTSON'S, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (dollars in millions, except per share data)
                                   (unaudited)


NOTE A - THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business
     Albertson's, Inc. (the Company) is incorporated under the laws of the State
of Delaware  and is the  successor  to a business  founded by J.A.  Albertson in
1939.  Based on sales,  the Company is one of the world's  largest food and drug
retailers.

     As of October 31, 2002,  the Company  operated  2,285 stores in 31 Western,
Midwestern,   Eastern  and  Southern   states  and  17   distribution   centers,
strategically  located in the  Company's  operating  markets.  The Company  also
operated 189 fuel centers near existing stores.

Basis of Presentation
     The accompanying  unaudited  condensed  consolidated  financial  statements
include  the results of  operations,  financial  position  and cash flows of the
Company and its  subsidiaries.  All  material  intercompany  balances  have been
eliminated.

     In  the  opinion  of  management,   the  accompanying  unaudited  condensed
consolidated  financial statements include all adjustments  necessary to present
fairly, in all material  respects,  the results of operations of the Company for
the periods presented. The statements have been prepared by the Company pursuant
to the rules and regulations of the Securities and Exchange Commission.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States  have  been  condensed  or  omitted  pursuant  to such  rules and
regulations.  It  is  suggested  that  these  condensed  consolidated  financial
statements be read in conjunction with the consolidated financial statements and
accompanying  notes  included in the  Company's  2001 Annual Report on Form 10-K
filed with the Securities and Exchange Commission on April 18, 2002. The results
of  operations  for the 39 weeks ended  October 31,  2002,  are not  necessarily
indicative of results for a full year.

     The Company's Condensed  Consolidated Balance Sheet as of January 31, 2002,
has been derived from the audited Consolidated Balance Sheet as of that date.

     The  preparation  of  the  Company's   condensed   consolidated   financial
statements,  in conformity with accounting  principles generally accepted in the
United  States,  requires  management to make estimates and  assumptions.  These
estimates and assumptions  affect the reported amounts of assets and liabilities
and the  disclosure of contingent  assets and  liabilities as of the date of the
financial  statements and the reported  amounts of revenues and expenses  during
the reporting period. Actual results could differ from these estimates.

     The  financial   statement   presentation   includes  the  results  of  two
significant  restructuring  initiatives  that have been  implemented in 2001 and
2002.  On  July  18,  2001,  the  Company's   Board  of  Directors   approved  a
restructuring  plan that  included  the  closure of 165  underperforming  retail
stores, reduction of administrative and corporate overhead and consolidation and
elimination  of four division  offices (refer to "Note E -  Restructuring").  On
March 13, 2002,  the Company's  Board of Directors  approved the second phase of
the restructuring plan which included the complete exit of four  underperforming
markets  resulting  in the sale or  closure  of 95 stores  and two  distribution
centers (refer to "Note D -  Discontinued  Operations/Market  Exits").  Although
these  decisions were similar,  the adoption of SFAS No. 144 "Accounting for the
Impairment  or  Disposal  of  Long-Lived  Assets" on February 1, 2002 caused the
financial statement presentation of these actions to be dissimilar (SFAS No. 144
does not allow for the retroactive application of its provisions). The Company's
2001  financial  statements  have been  restated  to  classify  the  results  of
operations  for the 95 stores  and two  distribution  centers  as  "discontinued
operations";   their  net  sales,  cost  of  sales,  and  selling,  general  and
administrative  expenses have been reflected on a net basis in the "discontinued
operations:   operating  profit  (loss)"  line  in  the  accompanying  condensed
consolidated  earnings  statements.  The net sales,  cost of sales, and selling,
general and administrative  expenses generated by the 165 stores are included in
those  respective  lines in the  accompanying  condensed  consolidated  earnings
statements for the periods prior to their sale or closure.

Reporting Periods
     The  Company's  quarterly  reporting  periods  are  generally  13 weeks and
periodically  consist of 14 weeks because the Company's  fiscal year ends on the
Thursday nearest to January 31 each year.
<PAGE>

Inventory
     Net earnings reflects the application of the LIFO method of valuing certain
inventories.  Quarterly inventory  determinations under LIFO are partially based
on assumptions as to projected  inventory  levels at the end of the year and the
rate of inflation for the year.  Albertson's recorded pretax LIFO expense of $10
and  $23 for the 39  weeks  ended  October  31,  2002,  and  November  1,  2001,
respectively.

Earnings Per Share ("EPS")
     Basic  EPS is based on the  weighted  average  outstanding  common  shares.
Diluted EPS is based on the weighted average  outstanding common shares adjusted
by the dilutive effect of stock options.

   The following table details the computation of EPS (shares in millions):
<TABLE>
<CAPTION>

                                                     13 Weeks Ended                               39 Weeks Ended
                                        ------------------------------------------    ----------------------------------------
                                             October 31,             November 1,          October 31,             November 1,
                                                    2002                    2001                 2002                    2001
                                        -------------------    -------------------   ------------------    -------------------
<S>                                                <C>                     <C>                  <C>                     <C>
Basic EPS:
    Net earnings                                   $ 192                   $ 176                $ 364                   $ 211
                                        ===================    ===================   ==================    ===================
    Weighted average common shares
       outstanding                                   396                     406                  403                     406
                                        -------------------    -------------------   ------------------    -------------------
    Basic EPS                                      $0.48                   $0.43                $0.90                   $0.52
                                        ===================    ===================   ==================    ===================

Diluted EPS:
    Net earnings                                   $ 192                   $ 176                $ 364                   $ 211
                                        ===================    ===================   ==================    ===================
    Weighted average common shares
       outstanding                                   396                     406                  403                     406
    Potential common share equivalents                 1                       3                    2                       2
                                        -------------------    -------------------   ------------------    -------------------
    Weighted average shares
       outstanding                                   397                     409                  405                     408
                                        -------------------    -------------------   ------------------    -------------------
    Diluted  EPS                                   $0.48                   $0.43                $0.90                   $0.52
                                        ===================    ===================   ==================    ===================


Calculation of potential common share equivalents:
    Options to purchase potential common
       shares                                         7                       17                    9                      17
    Common shares assumed purchased with
       potential proceeds                            (6)                     (14)                  (7)                    (15)
                                              -------------      -----------------    ------------------    -------------------
    Potential common share equivalents                1                        3                    2                       2
                                              =============      =================    ==================    ===================

Calculation of potential common shares assumed purchased with potential
  proceeds:
    Potential proceeds from exercise of
       options to purchase common shares           $147                     $477                 $215                    $460
    Common stock price used under the
       treasury stock method                     $26.03                   $33.16               $29.61                  $30.88
    Potential common shares assumed
       purchased with potential proceeds              6                       14                    7                      15
</TABLE>

     Outstanding options to purchase shares excluded from potential common share
equivalents  (option price  exceeded the average market price during the period)
amounted  to 19.9  million  and 7.9  million  shares  for the 13 weeks  and 19.4
million and 8.9  million  shares for the 39 weeks ended  October 31,  2002,  and
November 1, 2001, respectively.



<PAGE>


Comprehensive Income
     Comprehensive  income refers to revenues,  expenses,  gains and losses that
are  not  included  in  net  earnings  but  rather  are  recorded   directly  in
stockholders' equity. Items of comprehensive income other than net earnings were
insignificant for the periods ended October 31, 2002, and November 1, 2001.

Reclassifications
     Certain   reclassifications  have  been  made  in  prior  year's  financial
statements to conform to classifications used in the current year.

NOTE B - RECENTLY ADOPTED ACCOUNTING STANDARDS
     In June 2001, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting Standard (`SFAS") No. 142 "Goodwill and Other
Intangible  Assets" which  requires  that an  intangible  asset that is acquired
shall  be  initially  recognized  and  measured  based on its  fair  value.  The
statement also provides that goodwill and indefinite life intangibles should not
be amortized, but shall be tested for impairment annually, or more frequently if
circumstances indicate potential impairment,  through a comparison of fair value
to its carrying amount.

     The Company adopted the provisions of SFAS No. 142 on February 1, 2002, and
accordingly no goodwill amortization was recorded for the 39 weeks ended October
31, 2002. The Company has completed its  transitional  impairment  review of its
goodwill as of February 1, 2002. The review was performed based on the Company's
reporting  units which have been defined as the  Company's 11 current  operating
divisions. Historically,  goodwill balances from business combinations accounted
for as purchases were allocated to each acquired store.  When this statement was
adopted, the aggregate of the goodwill allocated to the stores in each reporting
unit became the reporting  units' goodwill  balance.  In order to determine if a
reporting  unit's  goodwill was impaired,  a combination  of internal  analysis,
focusing on each reporting unit's implied EBITDA multiple, and estimates of fair
value from a  valuation  specialists  firm were used.  Based on these  analyses,
there was no  impairment  of goodwill at the  adoption  date.  The Company  will
analyze  goodwill for impairment  annually  beginning in the fourth quarter 2002
unless  circumstances change that would warrant an interim review as required by
the statement.

     The  Company  adopted  SFAS No.  144,  "Accounting  for the  Impairment  or
Disposal  of  Long-Lived  Assets,"  effective  February  1,  2002.  SFAS No. 144
replaces SFAS No. 121  regarding  impairment  losses on long-lived  assets to be
held and used or to be disposed of. The adoption of this standard did not have a
material  impact on the  Company's  impairment  policy.  However,  the  standard
broadens the definition of what constitutes a discontinued operation and how the
results of a  discontinued  operation  are to be measured  and  presented.  This
resulted  in  classifying  the  operations  of  certain  stores as  discontinued
operations in the Company's Condensed  Consolidated  Earnings Statements.  Under
this standard, a discontinued  operation is based on identifiable cash flows and
therefore is defined as an individual store.  Individual discontinued operations
resulting from normal store  closures are not  significant in the aggregate and,
therefore,  are not presented as discontinued  operations.  Activity  associated
with the Company's  market exit plan  involving the sale or closure of 95 stores
and two  distribution  centers has been  presented  as  discontinued  operations
(refer to "Note D - Discontinued Operations/Market Exits.")

NOTE C - GOODWILL
     Albertsons adoption of SFAS No. 142 eliminated the amortization of goodwill
beginning in the first quarter of 2002.  The following  table adjusts net income
and net income per share for the adoption of SFAS No. 142:
<TABLE>
<CAPTION>
                                                        13 Weeks Ended                            39 Weeks Ended
                                              -----------------------------------      --------------------------------------
                                                 October 31,           November 1,         October 31,          November 1,
                                                        2002                  2001                2002                 2001
                                              ----------------    -----------------    -----------------    -----------------
<S>                                                     <C>                  <C>                  <C>                 <C>
Net earnings as reported                                $192                 $ 176                $364                $ 211
Add back goodwill amortization, net of tax                                      14                                       41
                                              ----------------    -----------------    -----------------    -----------------
Adjusted net earnings                                   $192                 $ 190                $364                $ 252
                                              ================    =================    =================    =================


Basic EPS                                              $0.48                $ 0.43               $0.90                $0.52
Add back goodwill amortization, net of tax                                    0.03                                     0.10
                                              ----------------    -----------------    -----------------    -----------------
Adjusted Basic EPS (a)                                 $0.48                $ 0.47               $0.90                $0.62
                                              ================    =================    =================    =================
Diluted EPS                                            $0.48                 $0.43               $0.90                $0.52
Add back goodwill amortization, net of tax                                    0.03                                     0.10
                                              ----------------    -----------------    -----------------    -----------------
Adjusted Diluted EPS                                   $0.48                $ 0.46               $0.90                $0.62
                                              ================    =================    =================    =================
</TABLE>
(a) Due to rounding, the  individual components do not sum to the total adjusted
basic earnings per share for the 13 weeks ended November 1, 2001.


<PAGE>

   Changes in the net carrying amount of goodwill were as follows:
<TABLE>
<CAPTION>
<S>     <C>                                                         <C>
         Goodwill as of January 31, 2002                           $1,467
         Write-off due to market exits                                (68)
                                                            ---------------
         Goodwill as of October 31, 2002                           $1,399
                                                            ===============
</TABLE>
     In connection  with the complete exit of certain markets  discussed  below,
the Company  wrote off $68 of goodwill,  net for the quarter  ended May 2, 2002.
The goodwill  written off arose from the original  acquisition  of the operating
assets in those markets.

     The carrying  amount of  intangible  assets as of October 31, 2002,  was as
follows:
<TABLE>
<CAPTION>
<S>       <C>                                                       <C>
           Amortized:
                  FMV of operating leases                           $ 233
                  Customer lists and other contracts                   52
                                                              -------------
                                                                      285
           Accumulated amortization                                  (169)
                                                              -------------
                                                                      116
           Non-Amortized:
                  Liquor licenses                                      39
                  Pension related intangible assets                    29
                                                              -------------
                                                                       68
                                                              -------------
                                                                    $ 184
                                                              =============
</TABLE>

     Amortized intangible assets have remaining useful lives from 2 to 38 years.
Projected amortization expense for intangible assets is: $24, $21, $18, $12, and
$7, for Fiscal 2002, 2003, 2004, 2005 and 2006, respectively.

NOTE D - DISCONTINUED OPERATIONS/MARKET EXITS
     On March 13, 2002,  the  Company's  Board of Directors  approved the second
phase of the Company's  restructuring  plan designed to improve future financial
results and to drive future competitiveness. This phase of the plan included the
complete exit of four underperforming markets:  Memphis,  Tennessee;  Nashville,
Tennessee;  Houston,  Texas; and San Antonio,  Texas.  This involved the sale or
closure of 95 stores and two distribution centers. These sales and closures were
evaluated  for lease  liability  or asset  impairment,  including  goodwill,  in
accordance with the Company's policy. The operating results and gains and losses
related to these market exits have been included in  discontinued  operations in
the Company's Condensed  Consolidated Earnings Statements.  Restatement of prior
year  operating  activity  was  required  for  the  operations  of the  business
presented as discontinued operations in connection with the adoption of SFAS No.
144.

     The discontinued  operations  generated sales of $290 and $1,006 for the 39
weeks ended  October  31,  2002,  and  November  1, 2001,  respectively,  and an
operating  loss of $437 and  operating  profit of $8,  respectively.  For the 39
weeks ended October 31, 2002, the discontinued operations operating loss of $437
consisted of operating losses of $49 and asset  impairments,  lease  liabilities
and other costs of $388 as described in the following table:

<TABLE>
<CAPTION>
                                                                 Asset                  Lease           Other
                                                           Impairments            Liabilities           Costs       Total
                                                    -------------------    -------------------    -----------    -----------
<S>                                                              <C>                    <C>            <C>           <C>
     Additions                                                   $ 401                   $ 26           $ 17          $ 444
     Adjustments                                                   (54)                   (10)             8            (56)
     Utilization                                                  (347)                    (3)           (25)          (375)
                                                    -------------------    -------------------    -----------    -----------
  Reserve Balance at October 31, 2002                            $  -                    $ 13           $  -          $  13
                                                    ===================    ===================    ===========    ===========
</TABLE>

     The reserve  balance of $13 as of October  31,  2002 is  included  with the
restructuring reserves, in the Company's Condensed Consolidated Balance Sheet.

     Asset  impairment  adjustments  resulted from the Company  realizing  sales
proceeds in excess of amounts  originally  estimated  on stores  disposed of and
increases to net  realizable  values for stores under  contract for sale.  Lease
liability adjustments  represent more favorable negotiated  settlements than had
been originally estimated.
<PAGE>

     Assets related to  discontinued  operations are recorded at their estimated
net  realizable  value of $81 as of October 31, 2002 and are  reported as assets
held for sale in the  Company's  Condensed  Consolidated  Balance  Sheet.  These
assets include land,  buildings,  equipment and leasehold  improvements  and are
being  actively  marketed.  As of  October  31,  2002,  all 95  stores  and both
distribution  centers had been sold or closed. In addition,  77 of the 95 stores
and one distribution  center had been sold or were under contract for sale as of
October 31, 2002.

     Other  costs  consist  of  amounts  paid in  connection  with  notification
regulations and negotiated contract terminations.

     In connection with the market exit plan, the Company  recorded pre-tax loss
from  discontinued  operations of $3 during the 13 weeks ended October 31, 2002.
Pre-tax credits of $9 were recognized for asset impairment adjustments resulting
from the  Company  realizing  sales  proceeds  in excess of  amounts  originally
estimated  on stores  disposed of and  increases  to net  realizable  values for
stores under contract for sale.  Pre-tax charges of $1 were recognized for lease
liability  adjustments.  Pre-tax  charges of $11 were  recognized  for operating
losses.  During the 13 weeks ended November 1, 2001 the Company recorded pre-tax
operating losses of $1 for these discontinued operations.

NOTE E - RESTRUCTURING
     On July 17, 2001,  the  Company's  Board of Directors  approved the initial
phase of a restructuring  plan designed to improve future financial  results and
to drive  future  competitiveness.  The plan  included  certain  exit  costs and
employee termination benefits, as described below.
<TABLE>
<CAPTION>

<S>     <C>                                                            <C>
         Action                                                        Status

         Reduction in administrative and corporate overhead            Substantially complete

         Closure of 165 underperforming retail stores                  158 closed as of October 31, 2002

         Consolidation and elimination of four division offices        Completed

         Process streamlining                                          Ongoing
</TABLE>
     In connection with this  restructuring  plan, the Company  recorded pre-tax
credits of $19, consisting of $27 of restructuring credits and $8 of other costs
included with selling,  general and  administrative  expenses,  for the 39 weeks
ended October 31, 2002. The following  table presents the pre-tax  restructuring
credits  and  charges,  incurred by  category  of  expenditure,  and the related
restructuring  reserves included in the Company's Condensed Consolidated Balance
Sheets:
<TABLE>
<CAPTION>
                                                        Employee
                                                       Severance                 Asset             Lease
                                                           Costs           Impairments       Liabilities            Total
                                                  --------------    ------------------    --------------    -------------
  <S>                                                      <C>                    <C>              <C>              <C>
  Balance at January 31, 2002                              $ 11                   $ -              $ 50             $ 61
     Adjustments                                              2                   (21)               (8)             (27)
     Utilization                                            (12)                   21               (12)              (3)
                                                  --------------    ------------------    --------------    -------------
  Balance at October 31, 2002                              $  1                   $ -              $ 30             $ 31
                                                  ==============    ==================    ==============    =============
</TABLE>
     Employee severance costs consist of severance pay, health care continuation
costs,  and  outplacement  service costs for employees who  participated  in the
Company's  Voluntary  Separation  Plan and for employees who were  terminated or
notified of termination under the Company's  Involuntary  Severance Plan. In the
initial phase of the  restructuring  plan, 1,341  managerial and  administrative
positions above store level were identified for  termination.  As of October 31,
2002, 1,292 positions had been terminated.

     Asset  impairment  adjustments  resulted from the Company  realizing  sales
proceeds in excess of amounts  originally  estimated  on stores  disposed of and
increases to the net realizable values for stores under contract for sale. Lease
liability adjustments  represent more favorable negotiated  settlements than had
been originally estimated.

     Assets  related  to  restructuring  include  land,  buildings,   equipment,
leasehold  improvements  and  inventory  for stores  that were  included  in the
initial  phase of the  restructuring  plan.  These  assets are recorded at their
estimated net realizable value of $46 as of October 31, 2002 and are reported as
assets held for sale in the Company's Condensed Consolidated Balance Sheet.

     As  part  of  the  Company's  restructuring  plan,  all  stores'  financial
performance  were reviewed  utilizing a methodology  based on return on invested
capital.  Based on these reviews,  the Company identified and committed to close
and dispose 165  underperforming  stores in 25 states. All stores identified for
closure  were  evaluated  for lease  liability  or asset  impairment,  including
goodwill,  in accordance with the Company's  policy. As of October 31, 2002, 158
stores had been closed.  The Company  will close the  majority of the  remaining
stores by fiscal year end.
<PAGE>

     For the 13 weeks ended October 31, 2002,  the Company  recorded net pre-tax
credits of $7 for the  restructuring  plan. Pretax credits of $5 were recognized
for assets  impairment  adjustments  resulting from the Company  realizing sales
proceeds in excess of amounts  originally  estimated  on stores  disposed of and
increases  to net  realizable  values for  stores  under  contract  for sale and
pre-tax credits of $2 were recognized for severance  liability  adjustments.  In
the third quarter of the prior year the Company  recorded  pre-tax charges of $4
consisting of $1 for assets writedown and $3 of severance costs.

NOTE F - CLOSED STORE RESERVES
     When executive  management  approves and commits to closing or relocating a
store, the remaining investment in land, building,  leasehold,  and equipment is
reviewed for impairment and the difference between book value and estimated fair
market  value,  less  selling  costs,  is  recorded  in  selling,   general  and
administrative  expenses.  For properties under long-term lease agreements,  the
present  value of any  remaining  liability  under the lease,  discounted  using
risk-free  rates and net of  expected  sublease  recovery,  is  recognized  as a
liability  and  expensed.  The following  table shows the pre-tax  expense,  and
related reserves, for closed stores and other surplus property:
<TABLE>
<CAPTION>

                                                                    Lease                      Asset
                                                              Liabilities                Impairments               Total
                                                   ----------------------     ----------------------     ---------------
<S>                                                                 <C>                       <C>                  <C>
Balance at January 31, 2002                                         $ 39                      $   -                $ 39
    Additions                                                          8                         17                  25
    Adjustments                                                        1                         10                  11
    Utilization                                                      (12)                       (27)                (39)
                                                   ----------------------     ----------------------     ---------------
Balance at October 31, 2002                                         $ 36                      $   -                $ 36
                                                   ======================     ======================     ===============
</TABLE>
     As of October 31,  2002,  $33 of the  reserve  balance  was  included  with
accounts  payable  and  the  remaining  $3 was  included  with  other  long-term
liabilities and deferred credits in the Company's Condensed Consolidated Balance
Sheet.  The related assets are recorded at their estimated  realizable  value of
$29 as of October 31, 2002 and reported as assets held for sale in the Company's
Condensed Consolidated Balance Sheet.

NOTE G - INDEBTEDNESS
     In support of the Company's commercial paper program, the Company has three
credit facilities  totaling $1,400.  These agreements contain certain covenants,
the most  restrictive  of which  requires  the Company to maintain  consolidated
tangible net worth, as defined,  of at least $3,000 and a fixed charge coverage,
as  defined,  of at least 2.7  times.  As of October  31,  2002,  the  Company's
consolidated  tangible net worth, as defined, was approximately  $3,928, and its
fixed charge coverage, as defined, was 4.3 times. No borrowings were outstanding
under these credit facilities as of October 31, 2002.

NOTE H - SUPPLEMENTAL CASH FLOW INFORMATION
   Selected cash payments and noncash activities were as follows:
<TABLE>
<CAPTION>

                                                                                   39 Weeks Ended
                                                              --------------------------------------------------------
                                                                      October 31, 2002              November 1, 2001
                                                              --------------------------    ---------------------------
<S>                                                                              <C>                           <C>
     Cash payments for:
        Income taxes                                                             $ 302                         $ 324
        Interest, net of amounts capitalized                                       253                           251
     Noncash transactions:
        Capitalized leases incurred                                                 46                            55
        Capitalized leases terminated                                               14                            13
        Tax benefits related to stock options                                        2                             3
        Decrease in cash surrender value of Company-owned
           life insurance                                                           17                            21
        Deferred stock units expense                                                14                            14

</TABLE>

NOTE I - CAPITAL STOCK
     The Board of Directors adopted a program on December 3, 2001,  authorizing,
at management's discretion, the Company to purchase and retire up to $500 of the
Company's common stock beginning  December 6, 2001 through December 31, 2002. On
September 5, 2002, the Board of Directors authorized an increase of $500 to this
program  for a total  of  $1,000  of the  Company's  common  stock  that  may be
purchased and retired by the Company through December 31, 2002.  Through October
31, 2002, 20.9 million shares were purchased and retired for $547, at an average
price of $26.18 per share under this program. Subsequent to October 31, 2002 and
through  December 6, 2002,  the Company had  purchased and retired an additional
7.2 million shares for $157 under this program at an average price of $21.86.
<PAGE>

     The Board of Directors adopted a stock buyback program on December 9, 2002,
authorizing,  at management's discretion,  the Company to purchase and retire up
to $500 of the  Company's  common  stock  beginning  January  1, 2003 and ending
December 31, 2003.

NOTE J - LEGAL PROCEEDINGS
     The Company is subject to various lawsuits,  claims and other legal matters
that arise in the ordinary course of conducting business.

     In March 2000 a class action  complaint  was filed against  Albertson's  as
well as American Stores Company, American Drug Stores, Inc., Sav-on Drug Stores,
Inc. and Lucky Stores,  Inc.,  wholly-owned  subsidiaries of the Company, in the
Superior Court for the County of Los Angeles,  California (Mario Gardner, et al.
v.  Albertson's,  Inc.,  American  Stores Company,  American Drug Stores,  Inc.,
Sav-on Drug Stores,  Inc. and Lucky Stores,  Inc.) by bonusing  managers seeking
recovery of additional bonus payments based upon plaintiffs' allegation that the
net profit upon which their bonuses were calculated improperly included workers'
compensation  costs, cash shortages,  premises  liability and "shrink" losses in
violation of California law. In October 2001 the court granted summary  judgment
in favor of the Sav-on Drug  Stores  plaintiffs  on this  liability  theory.  In
August 2001 a class action  complaint with very similar  claims,  also involving
the bonusing  managers,  was filed against  Albertson's as well as Lucky Stores,
Inc. and American Stores Company,  wholly-owned  subsidiaries of the Company, in
the Superior Court for the County of Los Angeles,  California  (Taft Petersen et
al. v. Lucky Stores,  Inc.,  American Stores Company and Albertson's,  Inc.). In
June 2002 the cases were  consolidated  and in August  2002 a class  action with
respect to the  consolidated  case was  certified by the court.  The Company has
strong defenses against this lawsuit,  and is vigorously  defending it. Although
this lawsuit is subject to the uncertainties inherent in the litigation process,
based on the information presently available to the Company, management does not
expect that the ultimate  resolution of this action will have a material adverse
effect on the  Company's  financial  condition,  results of  operations  or cash
flows.

     In April 2000 a class action  complaint  was filed against  Albertson's  as
well as American Stores Company, American Drug Stores, Inc., Sav-on Drug Stores,
Inc. and Lucky Stores,  Inc.,  wholly-owned  subsidiaries of the Company, in the
Superior Court for the County of Los Angeles,  California (Mario Gardner, et al.
v. American  Stores  Company,  Albertson's,  Inc.,  American Drug Stores,  Inc.,
Sav-on Drug Stores,  Inc.  and Lucky  Stores,  Inc.) by  assistant  managers and
operating   managers   seeking  recovery  of  overtime  based  upon  plaintiffs'
allegation that they were improperly  classified as exempt under California law.
A class  action  with  respect to Sav-on  Drug  Stores  assistant  managers  was
certified by the court.  A case with very similar  claims,  also  involving  the
assistant  managers and  operating  managers,  was filed  against the  Company's
subsidiary Sav-on Drug Stores,  Inc. in the Superior Court for the County of Los
Angeles,  California (Rocher, Dahlin et al. v. Sav-on Drug Stores, Inc.) and was
also certified as a class action. In April 2002 the Court of Appeal of the State
of California Second Appellate District reversed the Rocher class certification,
leaving  only  two  plaintiffs.   The  California  Supreme  Court  has  accepted
plaintiffs'   request   for   review   of  this   class   decertification.   The
decertification  of the  Gardner  case  is on hold  pending  the  result  in the
California  Supreme  Court.  The  Company  has  strong  defenses  against  these
lawsuits,  and is vigorously defending them. Although these lawsuits are subject
to  the  uncertainties   inherent  in  the  litigation  process,  based  on  the
information presently available to the Company,  management does not expect that
the ultimate resolution of these lawsuits will have a material adverse effect on
the Company's financial condition, results of operations or cash flows.

     In August  2000 a class  action  complaint  was filed  against  Jewel  Food
Stores, Inc., a wholly-owned  subsidiary of the Company, in the Circuit Court of
Cook County,  Illinois  (Maureen Baker,  et al., v. Jewel Food Stores,  Inc. and
Dominick's Supermarkets,  Inc., Case No. 00L 009664) alleging milk price fixing.
In December 2001 the Company's motion for summary judgment was denied, and leave
to  appeal  was  denied  in April  2002.  In July  2002 a class  was  certified,
consisting  of all people  residing in the  Chicagoland  area who bought milk at
retail from either or both of the defendants  between August 23, 1996 and August
23, 2000.  Trial is scheduled for January 2003. The Company has strong  defenses
against this lawsuit,  and is vigorously  defending it. Although this lawsuit is
subject to the uncertainties  inherent in the litigation  process,  based on the
information presently available to the Company,  management does not expect that
the ultimate  resolution of this action will have a material  adverse  effect on
the Company's financial condition, results of operations, or cash flows.
<PAGE>

     An agreement has been reached,  and court approval granted, to settle eight
purported class and/or collective  actions which were consolidated in the United
States  District Court in Boise,  Idaho,  which raised various issues  including
"off the clock" work  allegations and  allegations  regarding  certain  salaried
grocery  managers' exempt status.  Under the settlement  agreement,  current and
former  employees  who meet  eligibility  criteria  have been allowed to present
their claims to a  settlement  administrator.  Additionally,  current and former
grocery  managers  employed  in the State of  California  have been  allowed  to
present their exempt status  claims to a settlement  administrator.  The Company
mailed  notices of the  settlement  and  claims  forms to  approximately  80,000
associates  and  former  associates.   Approximately  6,000  claims  forms  were
returned,   of  which   approximately   5,000  were  deemed  by  the  settlement
administrator to be untimely or incapable of valuation.  The court will consider
the  manner in which  claimants  may cure  such  defects.  Based on  information
received from the claims administrator,  the Company estimates that the value of
the  approximately  1,000 other  claims is up to $13.5,  although  many of those
claims  amounts are still  subject to challenge  by the Company.  The Company is
presently  unable to  determine  the number of  individuals  who may  ultimately
submit valid claims or the amounts that it may  ultimately be required to pay in
respect  of valid  claims.  Subject  to these and other  uncertainties,  the $37
pre-tax  ($22  after-tax)  charge  recorded by the Company in 1999  continues to
reflect  the  Company's  current  estimate  of  its  total  monetary  liability,
including  attorney  fees payable to counsel for the  plaintiff  class,  for all
eight cases. During the first quarter of 2001 this accrual was reduced by an $18
cash payment of attorney fees to counsel for the plaintiff class.

     The statements above reflect management's current expectations based on the
information presently available to the Company.  However, these expectations are
subject to  various  uncertainties,  and if the  outcome of one or more of these
matters is unfavorable, the adverse effect on the Company's financial condition,
results of operations or cash flows could be material.

     The Company is also  involved in routine  legal  proceedings  incidental to
operations.   The  Company  utilizes  various  methods  of  alternative  dispute
resolution,   including  settlement   discussions,   to  manage  the  costs  and
uncertainties  inherent in the litigation  process.  Management  does not expect
that the ultimate  resolution  of these legal  proceedings  will have a material
adverse effect on the Company's  financial  condition,  results of operations or
cash flows.

NOTE K - NEW ACCOUNTING STANDARDS
     In July  2001,  the  FASB  issued  SFAS  No.  143,  "Accounting  for  Asset
Retirement  Obligations."  SFAS No. 143 will become effective for Albertson's on
January  31,  2003.  The  Company is  currently  analyzing  the effect that this
standard will have on its financial statements.

     In June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
Associated with Exit or Disposal  Activities." SFAS No. 146 addresses  financial
accounting and reporting for costs  associated with exit or disposal  activities
and nullifies EITF Issue No. 94-3,  "Liability  Recognition for Certain Employee
Termination  Benefits  and Other  Costs to Exit an Activity  (including  Certain
Costs  Incurred in a  Restructuring)."  SFAS No. 146 requires  recognition  of a
liability for the costs  associated  with an exit or disposal  activity when the
liability is incurred,  as opposed to when the entity commits to an exit plan as
required  under EITF Issue No.  94-3.  The Company is required to adopt SFAS No.
146 for exit or disposal  activities that are initiated after December 31, 2002.
SFAS No.  146 will  primarily  impact  the  timing of the  recognition  of costs
associated with any future exit or disposal activities.



<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  (dollars in millions, except per share data)



Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operating

Operational Initiatives
     The Company  continues to be focused on its five  strategic  imperatives as
discussed  on  pages  49  and  50  of  the  Company's   2001  Annual  Report  to
Stockholders.

1)   Aggressive  Cost  and  Process  Control.  Through  the  continued  focus on
     expenses, overhead and store processes the Company has achieved its initial
     target of $250 in  annualized  expense  reductions  and remains on track to
     reduce costs by a total of $500 by the second  quarter of 2003. The tougher
     than expected  economy coupled with a more robust  competitive  environment
     has driven the Company to increase its annualized  expense reduction target
     to $750.

2)   Maximize Return on Invested Capital.  The  restructuring  plan announced on
     July  18,  2001,   that  involved  the  closing  and   disposition  of  165
     underperforming  stores is proceeding  as planned.  As of October 31, 2002,
     158 of these  stores had been sold or closed.  The  Company  will close the
     majority of  remaining  stores by fiscal year end. In  connection  with the
     Company's  market exit plan  announced on March 13,  2002,  the Company has
     sold  or  closed  95  stores  and  two  distribution   centers  located  in
     non-strategic markets.

3)   Customer-focused  Approach  to  Growth.  The  Company's  "Focus  on  Fresh"
     initiative has resulted in strong gross profit performance in the Company's
     fresh  departments.  During  2002 the Company  rolled out the loyalty  card
     programs in four  divisions  and converted to the dual brand concept in two
     markets.  The Company is  studying  consumer  preferences  related to these
     programs and will develop future roll-out plans based on this research.


4)   Company-wide  Focus on Technology.  The Company has embraced a company-wide
     focus on  technology  with the goal of  becoming an  industry  leader.  The
     Company  has  committed  a greater  share of its  capital  expenditures  to
     information and process technology to serve customers and improve operating
     efficiencies.  The Company  extended its  Albertsons.com  on-line  shopping
     service  to four  markets  in the  current  year and  plans to roll out the
     service to additional markets in the future.

5)   Energized   Associates.   The  Company  has  continued  to  build  stronger
     communication   systems,   improve  training  programs  and  implement  new
     performance-based reward programs in order to energize associates.

Comparability of Company's Operating Results
     The financial  statement  presentation  for two  significant  restructuring
initiatives  that  have  been  implemented  in the  past  two  years  should  be
considered in analyzing the Company's accompanying operating results in 2002 and
2001. Even though the Company's decision to sell or close 165 stores on July 18,
2001 was similar to its decision to sell or close 95 stores and two distribution
centers on March 13,  2002,  the  adoption of SFAS No. 144  "Accounting  for the
Impairment  or Disposal of  Long-Lived  Assets" after the first phase but before
the  second  phase  of  the   restructuring   caused  the  financial   statement
presentation of these actions to be dissimilar. (SFAS No. 144 does not allow for
retroactive  application of its provisions,  so each phase of the  restructuring
plan followed  different  reporting  guidelines.)  The Company's  2001 financial
statements  have been restated to classify the results of operations  for the 95
stores and two  distribution  centers as  "discontinued  operations";  their net
sales, cost of sales, and selling, general and administrative expenses have been
reflected  on a net  basis in the  "discontinued  operations:  operating  profit
(loss)" line in the condensed  consolidated earnings statements.  The net sales,
cost of sales, and selling, general and administrative expenses generated by the
165 stores are included in those respective lines in the condensed  consolidated
earnings statements for the periods prior to their sale or closure.



<PAGE>


Results of Operations - Third Quarter
     The following table sets forth earnings  components  expressed as a percent
to  sales  and  the  year-to-year  percentage  changes  in the  amounts  of such
components:
<TABLE>
<CAPTION>
                                                                      Percent to Sales
                                                                       13 weeks ended                     Percentage
                                                         ------------------------------------------       in Dollars
                                                            October 31,           November 1,               Increase
                                                                   2002                  2001             (Decrease)
                                                         -------------------    -------------------    --------------

<S>                                                              <C>                   <C>                    <C>
    Sales                                                        100.00%               100.00%                (4.2)%
    Gross profit                                                  29.31                 28.45                 (1.3)
    Selling, general and administrative expenses                  24.86                 23.82                  0.0
    Restructuring (credits) charges and other                     (0.08)                 0.01                  n.m.
    Operating profit                                               4.53                  4.62                 (6.3)
    Interest, net                                                 (1.01)                (1.22)               (21.2)
    Other expenses, net                                                                 (0.08)                 n.m.
    Earnings from continuing operations before income
       taxes                                                       3.52                  3.32                  1.5
    Net earnings from continuing operations                        2.24                  1.96                  9.4
    Net loss from discontinued operations                         (0.02)                (0.01)                 n.m.
    Net earnings                                                   2.22                  1.95                  8.7

n.m. - not meaningful
</TABLE>
     Sales for the 13 weeks  ended  November  1, 2001  have been  restated  from
previously  reported  amounts  to exclude  sales  associated  with  discontinued
operations  which  represent  sales of the 95 stores  included in the  Company's
market  exit  plan.  The  decrease  in  reported  sales is  attributable  to the
Company's  restructuring plan initiated in July 2001, which included the sale or
closure of 165 stores,  and the sale of 80 New England  Osco  drugstores  in the
fourth  quarter of 2001.  (These stores' sales are included in the 2001 and 2002
periods  until  their  closure.)  The sales  decrease  was offset in part by the
Company's  capital  expansion  program.  Sales were also  impacted by  declining
consumer confidence and escalating  competitive activity.  Identical store sales
decreased 2.0% and comparable  store sales,  which include  replacement  stores,
decreased  1.5%.  During  the  third  quarter  of 2002,  the  Company  opened 19
combination  food  and  drug  stores,  2  warehouse  stores,  and 7 stand  alone
drugstores,  while closing 4 combination  food and drug stores,  2  conventional
stores, 2 warehouse stores, and 2 drugstores.  Of the total 10 store closings, 3
related to the Company's  restructuring  plan. As of the end of third quarter of
2002,  net retail  square  footage  decreased  by 8.3% from the end of the third
quarter of 2001. Management estimates that from the end of third quarter of 2001
to to the end of the current quarter,  overall deflation in products the Company
sells  was  approximately  0.7%,  as  compared  to  inflation  of  1.2%  in  the
corresponding period ended November 1, 2001.

     In addition to store  development,  the Company has increased sales through
its  continued  implementation  of best  practices  across its divisions and its
customer-focused  approach  to growth.  These  programs  include:  the "Focus on
Fresh"  initiative;  a renewed  focus on customer  service  through the "Service
First, Second to None" program; expansion of the preferred loyalty card program;
dual branded combination stores; and expansion of the on-line shopping service.

     Gross  profit,  as a  percent  to  sales,  increased  as a result of strong
performance  in  the  fresh   departments  and   improvements  in  the  pharmacy
department.  Improvements  in the pharmacy  department  resulted from  increased
generic  substitution and improved procurement  practices.  There was no pre-tax
LIFO charge for the 13 weeks  ended  October  31,  2002.  For the 13 weeks ended
November 1, 2001, the pre-tax LIFO charge reduced gross profit by $8 or 0.08% to
sales.

     Total selling,  general and administrative expenses, as a percent to sales,
increased in third  quarter of 2002 as compared to the prior year  primarily due
to higher employee  benefits and insurance  costs. The impact of the elimination
of goodwill  amortization  in 2002 due to the adoption of SFAS 142 was offset by
increased depreciation expense associated with the Company's capital expenditure
programs.

     Net interest expense for the 13 weeks ended October 31, 2002 included a $10
interest  reserve  reversal  due  to  updated   estimates  of  interest  payable
associated  with  certain  federal and state taxes.  In  addition,  net interest
expense  decreased  as compared  to the prior year as a result of lower  average
outstanding debt balances.

     The effective  income tax rate from  continuing  operations  decreased from
41.0% for the 13 weeks  ended  November  1, 2001 to 36.4% for the 13 weeks ended
October  31,  2002.  The  decrease  was caused by the  elimination  of  goodwill
amortization and the reflection of updated  estimates of federal and state taxes
which were lower than amounts previously estimated. For the 13 week period ended
October  31,  2002,  the rate was  reduced to 36.4% to bring the rate for the 39
week period ended  October 31, 2002 down to 38.4% from the 39.2%  estimate  used
for the 26 week period ended August 1, 2002.


<PAGE>


Discontinued Operations, Restructuring and Other Non-Routine Items
     Discontinued  Operations / Market Exits - On March 13, 2002,  the Company's
Board of Directors approved the second phase of the Company's restructuring plan
designed   to   improve   future   financial   results   and  to  drive   future
competitiveness. As a result, the Company completely exited four underperforming
markets:  Memphis,  Tennessee;  Nashville,  Tennessee;  Houston,  Texas; and San
Antonio,  Texas.  These market exits were accomplished  through a combination of
store closures and store sales and involved a total of 95 stores.  In connection
with the market exits,  Albertson's sold its Tulsa, Oklahoma distribution center
to Fleming Companies,  Inc. and closed its Houston,  Texas distribution  center.
The operations and resulting gains and losses related to these market exits have
been  presented as  discontinued  operations in accordance  with the adoption of
SFAS No. 144.

     In  connection  with the market  exit plan,  the Company  recorded  pre-tax
losses from discontinued  operations of $3 during the 13 weeks ended October 31,
2002.  Pre-tax  credits of $9 were recognized for asset  impairment  adjustments
resulting  from the  Company  realizing  sales  proceeds  in excess  of  amounts
originally  estimated  on stores  disposed of and  increases  to net  realizable
values for stores under contract for sale. Pre-tax charges of $1 were recognized
for lease  liability  adjustments.  Pre-tax  charges of $11 were  recognized for
operating  losses.  During  the 13 weeks  ended  November  1,  2001 the  Company
recorded pre-tax operating losses of $1 for these discontinued operations.

     Restructuring - On July 17, 2001, the Company's Board of Directors approved
a restructuring  plan designed to improve future financial  results and to drive
future  competitiveness.  The plan  included  certain  exit  costs and  employee
termination benefits as described below.
<TABLE>
<CAPTION>

<S>     <C>                                                              <C>
         Action                                                          Status

         Reduction in administrative and corporate overhead              Substantially complete

         Closure of 165 underperforming retail stores                    158 closed as of October 31, 2002

         Consolidation and elimination of four division offices          Completed

         Process streamlining                                            Ongoing
</TABLE>

     In  connection  with this  restructuring  plan,  the Company  recorded  net
pre-tax credits of $7 for the 13 weeks ended October 31, 2002. Pretax credits of
$5 were recognized for assets impairment  adjustments resulting from the Company
realizing  sales  proceeds in excess of amounts  originally  estimated on stores
disposed of and increases to net realizable values for stores under contract for
sale  and  pre-tax  credits  of  $2  were  recognized  for  severance  liability
adjustments. In the third quarter of the prior year the Company recorded pre-tax
charges of $4 consisting of $1 for assets writedown and $3 of severance costs.


<PAGE>


     Summary of Discontinued  Operations,  Restructuring  and Other  Non-Routine
Items  - Due to  the  significance  of  discontinued  operations,  restructuring
charges, other non-routine items and the discontinuance of goodwill amortization
on  operating  results,  the  following  table is  presented  to  assist  in the
comparison of selected earnings statement components as reported and as provided
supplementally  to reflect  adjustments  to exclude the effects of these charges
and credits:

<TABLE>
<CAPTION>

                                                          13 Weeks Ended                              13 Weeks Ended
                                                         October 31, 2002                            November 1, 2001
                                              --------------------------------------    ---------------------------------------
                                                         As                       As              As                         As
                                                   Reported    Adj.         Adjusted        Reported      Adj.         Adjusted
                                              ------------- ------- ----- ----------    ------------ --------- -- -------------
<S>                                                  <C>       <C>            <C>             <C>         <C>            <C>
Sales                                                $8,657                   $8,657          $9,036                     $9,036

Cost of sales                                         6,120                    6,120           6,466                      6,466


Selling, general and administrative expenses          2,152                    2,152           2,152      $ (3)(a)        2,133
                                                                                                           (14)(b)
                                                                                                            (2)(c)

Restructuring (credits) charges and other                (7)   $  7 (a)            -               1        (1)(a)            -

Other expenses:
 Interest, net                                          (87)                     (87)           (110)                      (110)
 Other, net                                               -                        -              (7)                        (7)

Income tax expense                                      111      (3)(d)          108             123         3 (d)          126

Discontinued operations:
 Operating (loss) income                                 (3)      3 (e)            -              (1)        1 (e)            -
 Tax (benefit) expense                                   (1)      1 (e)            -               -                          -

</TABLE>

(a)  Relates  to the  Company's  restructuring  plan  adopted  on July 17,  2001
(b)  Adjustment to exclude goodwill amortization
(c)  Other costs and adjustments  related to the Company's  merger with American
     Stores Company
(d)  Tax effect of the various adjustments
(e)  Relates to the Company's market exit plan adopted on March 13, 2002.

Note:  Net earnings per share was not impacted by these  supplemental  items for
       the 13 weeks ended  October 31,  2002.  The impact of these  supplemental
       items was a decrease to reported  diluted net earnings per share of $0.04
       for the 13 weeks ended November 1, 2001.



<PAGE>


Results of Operations - Year-to-Date
     The following table sets forth certain earnings  components  expressed as a
percent to sales and the year-to-year  percentage changes in the amounts of such
components:
<TABLE>
<CAPTION>

                                                                      Percent to Sales
                                                                       39 weeks ended                       Percentage
                                                         ------------------------------------------         in Dollars
                                                             October 31,             November 1,              Increase
                                                                    2002                    2001            (Decrease)
                                                         --------------------     -----------------    ---------------

<S>                                                              <C>                     <C>                    <C>
    Sales                                                        100.00%                 100.00%                (2.7)%
    Gross profit                                                  29.29                   28.35                  0.5
    Selling, general and administrative expenses                  24.21                   24.07                 (2.2)
    Restructuring (credits) charges and other                     (0.11)                   1.74                  n.m.
    Merger-related credits                                                                (0.05)                 n.m.
    Operating profit                                               5.19                    2.59                 95.0
    Interest, net                                                 (1.11)                  (1.20)                (9.6)
    Other expenses, net                                           (0.06)                  (0.07)               (16.2)
    Earnings from continuing operations before income
       taxes                                                       4.02                    1.32                195.7
    Net earnings from continuing operations                        2.48                    0.76                216.7
    Net (loss) earnings from discontinued operations              (1.11)                   0.02                  n.m.
    Net earnings                                                   1.37                    0.78                 72.5

n.m. - not meaningful
</TABLE>

     Sales for the 39 weeks  ended  November  1, 2001  have been  restated  from
previously  reported  amounts  to exclude  sales  associated  with  discontinued
operations  which  represent  sales of the 95 stores  included in the  Company's
market exit plan.  The decrease in reported sales is primarily  attributable  to
the Company's restructuring plan initiated in July 2001, which included the sale
or closure of 165 stores,  and the sale of 80 New England Osco drugstores in the
fourth  quarter of 2001.  (These stores' sales are included in the 2001 and 2002
periods  until  their  closure.)  The sales  decrease  was offset in part by the
Company's  capital  expansion  program.  Sales were also  impacted by  declining
consumer confidence and escalating  competitive activity.  Identical store sales
decreased 0.7% and comparable  store sales,  which include  replacement  stores,
decreased  0.1%.  During the 39 weeks ended October 31, 2002, the Company opened
46  combination  food and drug  stores,  2  warehouse  stores and 26 stand alone
drugstores,  while closing 138 combination food and drug stores, 20 conventional
stores, 5 warehouse  stores and 47 drugstores.  Of the total 210 store closings,
174 related to the Company's restructuring plans. As of the end of third quarter
of 2002, net retail square  footage  decreased by 8.3% from the end of the third
quarter of 2001.  Management estimates that from the end of the third quarter of
2001 to the end of the  current  quarter,  overall  deflation  in  products  the
Company  sells was  approximately  0.7%, as compared to inflation of 1.2% in the
corresponding period ended November 1, 2001.

     Sales  results for the 39 weeks  ended  October 31,  2002,  were  favorably
affected by trends and programs  similar to those  experienced  for the 13 weeks
ended  October 31, 2002,  which are  discussed in Results of  Operations - Third
Quarter.

     Gross  profit,  as a  percent  to  sales,  increased  as a result of strong
performance  in  the  fresh   departments  and   improvements  in  the  pharmacy
department.  Improvements  in the pharmacy  department  resulted from  increased
generic substitution and improved procurement practices. The pre-tax LIFO charge
reduced  gross profit by $10 (0.04% to sales) for the 39 weeks ended October 31,
2002, and $23 (0.08% to sales) for the 39 weeks ended November 1, 2001.

     Total selling,  general and administrative expenses, as a percent to sales,
increased  as  compared  to the prior  year  primarily  due to  higher  employee
benefits and insurance costs. The increase was partially offset by a decrease in
salaries.

     Net interest expense for the 39 weeks ended October 31, 2002 included a $10
interest  reserve  reversal  due  to  updated   estimates  of  interest  payable
associated  with  certain  federal and state taxes.  In  addition,  net interest
expense  decreased  as compared  to the prior year as a result of lower  average
outstanding debt balances.

     The effective  income tax rate from  continuing  operations  decreased from
42.5% for the 39 weeks  ended  November  1, 2001 to 38.4% for the 39 weeks ended
October 31, 2002.  The decrease was caused by higher  earnings  from  continuing
operations,  the  elimination  of goodwill  amortization  and the  reflection of
updated  estimates  of federal  and state  taxes  which were lower than  amounts
previously estimated.

<PAGE>


Discontinued Operations, Restructuring and Other Non-Routine Items
     Discontinued Operations / Market exits - In connection with the market exit
plan, the Company recorded pre-tax charges from discontinued  operations of $437
during the 39 weeks ended October 31, 2002. The pre-tax charges are comprised of
$347 of charges on the write-down of assets to estimated net  realizable  value,
$16 of charges on lease  liabilities  in excess of  related  estimated  sublease
income,  $49 of  operating  losses and $25 of other  costs.  During the 39 weeks
ended November 1, 2001, the Company  recorded  pre-tax earnings of $8 associated
with the discontinued operations.

     Restructuring  - In connection  with the  restructuring  plan,  the Company
recorded  net pre-tax  credits of $19 for the 39 weeks ended  October 31,  2002.
Pre-tax  credits  of  $21  were  recognized  for  asset  impairment  adjustments
resulting  from the  Company  realizing  sales  proceeds  in excess  of  amounts
originally  estimated on stores  disposed of and increases to the net realizable
values for stores under contract for sale. Pre-tax credits of $8 were recognized
for lease liability adjustments where more favorable negotiated settlements have
been  reached than had been  originally estimated.  Pre-tax  charges of $10 were
recognized for severance and other costs. In the prior year the Company recorded
pre-tax  charges of $561  consisting of $35 for inventory  write-downs,  $416 of
charges for the write-down of assets to estimated net realizable  value,  $63 of
charges for lease liabilities in excess of related sublease income and $47 of
severance and other costs.

     Merger-Related  and Exit  Costs - Results  of  operations  for the 39 weeks
ended November 1, 2001,  include $8 of net merger related credits  consisting of
$15 of credits  associated with the reversal of previous  impairment charges and
$7 of additional severance and integration costs.

     Other Non-Routine Items - During the quarter ended May 3, 2001, the Company
recorded $9 of compensation related costs for the executive management changes.



<PAGE>


     Summary of Discontinued  Operations,  Restructuring  and Other  Non-Routine
Items  - Due to  the  significance  of  discontinued  operations,  restructuring
charges,  merger-related  charges  (credits),  other  non-routine  items and the
discontinuance  of goodwill  amortization  on operating  results,  the following
table is presented to assist in the  comparison of selected  earnings  statement
components as reported and as provided  supplementally to reflect adjustments to
exclude the effects of these charges and credits:
<TABLE>
<CAPTION>

                                                         39 Weeks Ended                                39 Weeks Ended
                                                        October 31, 2002                              November 1, 2001
                                           -------------------------------------------     ---------------------------------------
                                                     As                             As             As                           As
                                               Reported           Adj.        Adjusted       Reported            Adj.     Adjusted
                                           ------------- ------------- ---- -----------    ------------- ------------ --- ---------
<S>                                             <C>               <C>           <C>                <C>         <C>          <C>
Sales                                            $26,519                        $26,519         $27,265                     $27,265

Cost of sales                                     18,751                         18,751          19,537         $(35) (a)    19,502

Selling, general and administrative
 expenses                                          6,421           (8) (a)        6,413           6,562          (51) (a)     6,452
                                                                                                                 (42) (b)
                                                                                                                 (17) (c)

Restructuring (credits) charges and other            (29)          27  (a)            -             476         (476) (a)         -
                                                                    2  (c)
Merger-related credits                                                                              (15)          15  (c)         -

Other expenses:
 Interest, net                                      (295)                          (295)           (326)                       (326)
 Other, net                                          (17)                           (17)            (19)                        (19)

Income tax expense                                   408           (8) (d)          400             153          227  (d)       380

Discontinued operations:
 Operating (loss)income                             (437)         437  (e)            -               8           (8) (e)         -
 Tax (benefit) expense                              (145)         145  (e)            -               4           (4) (e)         -
</TABLE>


(a)    Relates to the Company's restructuring plan adopted on July 17, 2001
(b)    Adjustment to exclude goodwill amortization
(c)    Other  costs  and  adjustments   related  to  the  merger  and  executive
       management changes
(d)    Tax effect of the various adjustments
(e)    Relates to the Company's market exit plan adopted on March 13, 2002

Note:  The impact of these supplemental items was a decrease to reported diluted
       earnings per share of $0.69 and $0.92 for the 39 weeks ended  October 31,
       2002 and November 1, 2001, respectively.

       The costs of the  Company's  restructuring  and  market  exit  plans have
       resulted in significant charges and incremental expenses. These costs had
       significant effects on the results of operations of the Company.  Through
       October 31, 2002,  the Company has  recognized  total pre-tax  charges of
       $978 ($624 after tax)  associated  with the Company's  restructuring  and
       market exit plans. The total noncash portion of these charges amounted to
       $761  and  the  Company   expects  to  generate  net  cash   proceeds  of
       approximately $600 (before tax) when all of the related assets are sold.


<PAGE>



Liquidity and Capital Resources
     Cash provided by operating activities during the 39 weeks ended October 31,
2002, was $1,725 compared to $1,461 in the prior year.  Free cash flow,  defined
as cash  provided by operating  activities  plus proceeds from disposal of land,
buildings  and  equipment,  and proceeds  from disposal of assets held for sale,
less net capital expenditures,  dividends paid, and common stock purchases,  was
$459 for the 39 weeks  ended  October  31,  2002,  compared to $286 in the prior
year.  The increase in free cash flows  resulted  primarily  from the  Company's
initiative to sell underperforming  stores,  assets related to market exits, and
surplus property, offset by purchases of its common stock.

     The implementation of the Company's strategic imperative to maximize return
on invested capital (see Operational Initiatives) is expected to further enhance
working capital by eliminating  unproductive  assets and reducing  inventory and
accounts receivable levels. Future sales of assets held for sale are expected to
continue to provide positive cash flow for the Company.

     The Company utilizes its commercial paper and bank line programs  primarily
to supplement cash required for seasonal  fluctuations in working capital and to
fund its capital  expenditure  program.  Accordingly,  commercial paper and bank
line  borrowings may fluctuate  between  reporting  periods.  The Company had no
commercial  paper or bank line  borrowings  outstanding  at October 31, 2002, or
January 31, 2002.

     In support of the Company's commercial paper program, the Company has three
credit facilities  totaling $1,400.  These agreements contain certain covenants,
the most  restrictive  of which  requires  the Company to maintain  consolidated
tangible net worth, as defined,  of at least $3,000 and a fixed charge coverage,
as  defined,  of at least 2.7  times.  As of October  31,  2002,  the  Company's
consolidated  tangible net worth, as defined, was approximately  $3,928, and its
fixed charge coverage, as defined, was 4.3 times. No borrowings were outstanding
under these credit facilities as of October 31, 2002.

     The Company filed a shelf  registration  statement  with the Securities and
Exchange  Commission,  which  became  effective  in  February  2001  (the  "2001
Registration  Statement"),  to  authorize  the  issuance of up to $3,000 in debt
securities.  The Company  intends to use the net proceeds of any securities sold
pursuant to the 2001  Registration  Statement for retirement of debt and general
corporate  purposes,  including the potential  purchase of outstanding shares of
Albertson's  common  stock.  As of  October  31,  2002,  up to  $2,400  of  debt
securities  remain available for issuance under the Company's 2001  Registration
Statement.

     The Board of Directors adopted a program on December 3, 2001,  authorizing,
at management's discretion, the Company to purchase and retire up to $500 of the
Company's common stock beginning  December 6, 2001 through December 31, 2002. On
September 5, 2002, the Board of Directors authorized an increase of $500 to this
program  for a total  of  $1,000  of the  Company's  common  stock  that  may be
purchased and retired by the Company through December 31, 2002.  Through October
31, 2002, 20.9 million shares were purchased and retired for $547, at an average
price of $26.18 per share under this program. Subsequent to October 31, 2002 and
through  December 6, 2002,  the Company had  purchased and retired an additional
7.2 million shares for $157, at an average price of $21.86 under this program.

     The Board of Directors adopted a stock buyback program on December 9, 2002,
authorizing,  at management's discretion,  the Company to purchase and retire up
to $500 of the  Company's  common  stock  beginning  January  1, 2003 and ending
December 31, 2003.

Contractual Obligations and Commercial Commitments
     There have been no material  changes  regarding the  Company's  contractual
obligations and commercial  commitments from the information  provided under the
caption "Contractual  Obligations and Commercial  Commitments" on page 58 and 59
of the Company's 2001 Annual Report to Stockholders.

Letters of Credit
     The  Company  had  outstanding  Letters of Credit of $132 as of October 31,
2002, all of which were issued under separate bilateral agreements with multiple
financial  institutions.  Of the $132 outstanding at October 31, 2002, $126 were
standby  letters  of  credit  covering   primarily   workers'   compensation  or
performance  obligations.  The  remaining $6 were  commercial  letters of credit
supporting the Company's  merchandise import program.  The Company pays issuance
fees that vary, depending on type, which average 0.7% of the outstanding balance
of the letters of credit.

Off Balance Sheet Arrangements
     The Company has no  significant  off balance sheet  arrangements  including
equity method  investments.  Investments that are accounted for under the equity
method  have no  liabilities  associated  with  them  that  would be  considered
material to the Company.

Related Party Transactions
     There were no material related party transactions during the 39 weeks ended
October 31, 2002, or November 1, 2001.


<PAGE>

Recent Accounting Standards
     In July  2001,  the  FASB  issued  SFAS  No.  143,  "Accounting  for  Asset
Retirement  Obligations."  SFAS No. 143 will become effective for Albertson's on
January  31,  2003.  The  Company is  currently  analyzing  the effect that this
standard will have on its financial statements.

     In June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
Associated with Exit or Disposal  Activities." SFAS No. 146 addresses  financial
accounting and reporting for costs  associated with exit or disposal  activities
and nullifies EITF Issue No. 94-3,  "Liability  Recognition for Certain Employee
Termination  Benefits  and Other  Costs to Exit an Activity  (including  Certain
Costs  Incurred in a  Restructuring)."  SFAS No. 146 requires  recognition  of a
liability for the costs  associated  with an exit or disposal  activity when the
liability is incurred,  as opposed to when the entity commits to an exit plan as
required  under EITF Issue No.  94-3.  The Company is required to adopt SFAS No.
146 for exit or disposal  activities that are initiated after December 31, 2002.
Statement  146 will  primarily  impact  the timing of the  recognition  of costs
associated with any future exit or disposal activities.

Environmental
     The Company has various identified environmental liabilities,  the majority
of which are  related to soil and  groundwater  contamination  from  underground
petroleum  storage tanks and former dry cleaning  operations  at certain  store,
warehouse,  office and manufacturing facilities. Such liabilities affect current
operations as well as previously  divested  properties.  The Company conducts an
ongoing  program for the  inspection  and evaluation of new sites proposed to be
acquired by the  Company  and the  remediation/monitoring  of  contamination  at
existing and previously owned sites. Undiscounted reserves have been established
for each identified  environmental  liability  unless an unfavorable  outcome is
remote.  Although  the  ultimate  outcome  and  expense  of these  environmental
liabilities is uncertain,  the Company  believes that required  remediation  and
continuing  compliance with  environmental  laws, in excess of current reserves,
will not have a material adverse effect on the financial  condition,  results of
operations  or  cash  flows  of  the  Company.   Charges  against  earnings  for
environmental  remediation  were not material for the 39 weeks ended October 31,
2002, or November 1, 2001.

Cautionary  Statement  for Purposes of "Safe Harbor  Provisions"  of the Private
Securities Litigation Reform Act of 1995
     From time to time,  information provided by the Company,  including written
or oral  statements  made by its  representatives,  may contain  forward-looking
information as defined in the Private Securities  Litigation Reform Act of 1995.
All  statements,  other than  statements  of  historical  facts,  which  address
activities,  events or developments that the Company expects or anticipates will
or may  occur  in the  future,  including  such  things  as  integration  of the
operations  of  acquired  or  merged  companies,  expansion  and  growth  of the
Company's  business,  future  capital  expenditures  and the Company's  business
strategy and operating  initiatives,  contain  forward-looking  information.  In
reviewing  such  information  it should be kept in mind that actual  results may
differ  materially  from those  projected or  suggested in such  forward-looking
information.  This  forward-looking  information is based on various factors and
was derived using  various  assumptions.  Many of these factors have  previously
been identified in filings or statements made by or on behalf of the Company.

     Important  assumptions and other important  factors that could cause actual
results  to  differ  materially  from  those  set  forth in the  forward-looking
information  include changes in the general economy,  changes in interest rates,
changes in consumer spending,  actions taken by competitors,  particularly those
intended  to  improve  their  market  share,  and other  factors  affecting  the
Company's  business in or beyond the Company's  control.  These factors  include
changes in the rate of  inflation,  changes in state or federal  legislation  or
regulation,  adverse  determinations  with respect to litigation or other claims
(including environmental matters), labor negotiations, the cost and stability of
energy sources, the Company's ability to recruit,  retain and develop employees,
its ability to develop  new stores or  complete  remodels as rapidly as planned,
its ability to  implement  new  technology  successfully,  stability  of product
costs,  the Company's  ability to integrate the operations of acquired or merged
companies,  the Company's  ability to execute its  restructuring  plan,  and the
Company's ability to achieve its five strategic imperatives.

     Other factors and  assumptions  not  identified  above could also cause the
actual results to differ materially from those set forth in the  forward-looking
information.   The  Company  does  not   undertake  to  update   forward-looking
information contained herein or elsewhere to reflect actual results,  changes in
assumptions,   or  changes  in  other  factors  affecting  such  forward-looking
information.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk
     There have been no material  changes  regarding the  Company's  market risk
position  from the  information  provided  under the caption  "Quantitative  and
Qualitative  Disclosures  About  Market Risk" on page 60 of the  Company's  2001
Annual Report to Stockholders.
<PAGE>

Item 4.  Controls and Procedures
     Albertson's  management,  including the Chief  Executive  Officer and Chief
Financial Officer,  have evaluated the effectiveness of the Company's disclosure
controls and  procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) as
of a date  within  90 days  prior to the  filing of this  report.  Based on this
evaluation,  the Chief Executive  Officer and Chief Financial  Officer concluded
that the Company's  disclosure  controls and procedures are effective to provide
reasonable assurance that information required to be disclosed by the Company in
the  reports  that it files or  submits  under  the  Exchange  Act is  recorded,
processed,  summarized  and reported  within the time  periods  specified by the
Securities and Exchange Commission's rules and forms.  Subsequent to the date of
this  evaluation,  there have not been any significant  changes in the Company's
internal  controls or, to  management's  knowledge,  in other factors that could
significantly affect the Company's internal controls.

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings
         The  information  required  under this item is included in the Notes to
Condensed  Consolidated  Financial  Statements under the caption "Note J - Legal
Proceedings" on page 12 of Part I, Financial  Information of this Report on Form
10-Q. This information is incorporated herein by this reference thereto.

Item 2.  Changes in Securities
         In accordance with the Company's $1,400  revolving  credit  agreements,
the Company's  consolidated  tangible net worth,  as defined,  shall not be less
than $3,000.

Item 3.  Defaults upon Senior Securities
         Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders
         Not applicable.

Item 5.  Other Information
         None.

Item 6.  Exhibits and Reports on Form 8-K
<TABLE>
<CAPTION>

a.        Exhibits
<S>          <C>          <C>
             10.42        Albertsons Severance Plan for Officers effective October 1, 2002.

             10.43        Albertsons Change of Control Severance  Agreement for Chief Operating Officer and Executive
                          Vice President effective November 1, 2002.

             10.44        Albertsons Change of Control Severance  Agreement for Senior Vice Presidents and Group Vice
                          Presidents effective November 1, 2002.

             10.45        Albertsons Change of Control Severance Agreement for Vice Presidents effective  November 1,
                          2002.

             10.46        Albertsons  Amended and  Restated  1995  Stock-Based  Incentive  Plan as amended  effective
                          December 9, 2002.

             10.46.1      Form of Award of Stock Option.

             10.46.2      Form of Award of Deferred Stock Units.

             99.1         Certification  of CEO and CFO Pursuant to 18 U.S.C.  Section 1350,  as Adopted  Pursuant to
                          Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>
<PAGE>

b.       The following  reports  under Item 9. Regulation FD  Disclosure on Form
         8-K were filed during the quarter ended October 31, 2002:

           Current report on Form  8-K dated September 4, 2002, including  sworn
           statements submitted to the SEC from each of  the Principal Executive
           Officer,  Lawrence  R. Johnston,  and  Principal  Financial  Officer,
           Felicia  D.  Thornton,  pursuant  to  the  Securities  and  Exchange
           Commission Order No. 4-460.

           Current report on  Form 8-K  dated  October 31, 2002, summarizing the
           press release issued on October 31, 2002 which lowered  third quarter
           and fiscal year 2002 earnings per share guidance.



                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                ALBERTSON'S, INC.
                               -------------------------------------------------
                                                   (Registrant)



Date: December 11, 2002        /S/ Felicia D. Thornton
                               -------------------------------------------------
                               Felicia D. Thornton
                               Executive Vice President
                                and Chief Financial Officer





<PAGE>


CERTIFICATIONS

I, Lawrence R. Johnston, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Albertson's, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) Designed such disclosure controls and procedures to ensure that material
        information  relating  to the  registrant,  including  its  consolidated
        subsidiaries,  is made  known to us by  others  within  those  entities,
        particularly  during the period in which this quarterly  report is being
        prepared;
     b) Evaluated the effectiveness of the registrant's  disclosure controls and
        procedures  as of a date within 90 days prior to the filing date of this
        quarterly report (the "Evaluation Date"); and
     c) Presented  in  this   quarterly   report  our   conclusions   about  the
        effectiveness  of the disclosure  controls and  procedures  based on our
        evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a) All  significant  deficiencies  in the design or  operation  of internal
        controls  which  could  adversely  affect  the  registrant's  ability to
        record, process, summarize and report financial data and have identified
        for the  registrant's  auditors  any  material  weaknesses  in  internal
        controls; and
     b) Any fraud,  whether or not material,  that involves  management or other
        employees  who  have a  significant  role in the  registrant's  internal
        controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.




Date: December 11, 2002         /S/ Lawrence R. Johnston
                                ------------------------------------------------
                                Lawrence R. Johnston
                                Chairman of the Board and
                                 Chief Executive Officer





<PAGE>



I, Felicia D. Thornton, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Albertson's, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) Designed such disclosure controls and procedures to ensure that material
        information  relating  to the  registrant,  including  its  consolidated
        subsidiaries,  is made  known to us by  others  within  those  entities,
        particularly  during the period in which this quarterly  report is being
        prepared;
     b) Evaluated the effectiveness of the registrant's  disclosure controls and
        procedures  as of a date within 90 days prior to the filing date of this
        quarterly report (the "Evaluation Date"); and
     c) Presented  in  this   quarterly   report  our   conclusions   about  the
        effectiveness  of the disclosure  controls and  procedures  based on our
        evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a) All  significant  deficiencies  in the design or  operation  of internal
        controls  which  could  adversely  affect  the  registrant's  ability to
        record, process, summarize and report financial data and have identified
        for the  registrant's  auditors  any  material  weaknesses  in  internal
        controls; and
     b) Any fraud,  whether or not material,  that involves  management or other
        employees  who  have a  significant  role in the  registrant's  internal
        controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: December 11, 2002           /S/ Felicia D. Thornton
                                  ----------------------------------------------
                                  Felicia D. Thornton
                                  Executive Vice President
                                   and Chief Financial Officer





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>abs10q32002exhibit10-42.txt
<DESCRIPTION>ALBERTSON'S SEVERANCE PLAN FOR OFFICERS
<TEXT>

                                                                   Exhibit 10.42

                     ALBERTSON'S SEVERANCE PLAN FOR OFFICERS
                            Effective October 1, 2002


                               SECTION 1--PURPOSE

     The purpose of the Albertson's  Severance Plan for Officers  ("Plan") is to
provide severance pay and benefits to certain Officers of Albertson's,  Inc. and
its subsidiaries  (collectively the "Company") whose employment is involuntarily
terminated,  where such  employment  termination is due to a job  restructuring,
reduction  in  force,  or job  elimination  and  not  due to any  other  reason,
including but not limited to unsatisfactory performance or voluntary termination
by the Officer.  When the  employment  of such  Officers is so  terminated,  the
employment  relationship shall be completely severed and affected Officers shall
have no current or future right to  employment  on a full-time,  part-time,  per
diem, consulting or other basis.

     The Plan is intended to be an "employee  welfare benefit plan" as that term
is defined in Section 3(1) of the  Employee  Retirement  Income  Security Act of
1974, as amended.  Severance  benefits for eligible officers shall be determined
exclusively under this Plan unless a separate  agreement has been or is reached.
All of the  corporate  policies  and  practices  regarding  severance or similar
payments  upon  employment  termination,  with  respect to Officers  eligible to
participate herein are hereby superseded by this Plan.  Benefits under this Plan
are in no way contingent upon retirement under any Company retirement plan.


                             SECTION 2--DEFINITIONS

     The following  capitalized  terms shall have the meanings set forth in this
Section 2 unless the context clearly indicates otherwise:

2.1      Administrator means the Company or its delegees.

2.2      Covered Reason means an involuntary  termination of employment with the
         company  due  to  a  job  restructuring,  reduction  in  force  or  job
         elimination (and not due to any other reason, including but not limited
         to unsatisfactory performance or voluntary termination by the Officer.)

2.3      Company means Albertson's, Inc. and its subsidiaries.

2.4      Effective Date means October 1, 2002.

2.5      ERISA means the Employee  Retirement  Income  Security Act of 1974,  as
         amended.



<PAGE>


2.6      Officer means any active,  regular  officer of the Company who has been
         employed  by the Company  for at least one year.  For  purposes of this
         Plan,  "Officer"  excludes  (a) any  individual  who has an  individual
         employment  or  severance  agreement  with  the  Company  and  (b)  any
         individual  who is or may become  entitled to severance  benefits under
         another severance plan sponsored by the Company.

2.7      Participant means an Officer who is notified by the Company that his or
         her employment is to be  involuntarily  terminated by the Company on or
         after the Effective Date,  other than termination that is the result of
         actions by the Officer which,  as determined by the Company in its sole
         discretion, would normally result in termination or discharge.

2.8      Pay or Base Pay means the Officer's regular base salary or wages on the
         Officer's  Severance Date,  excluding all extra pay or special pay such
         as premiums, bonuses, commissions, living or other allowance.

2.9      Plan  means  the  Albertson's  Severance  Plan for  Officers  Effective
         October 1, 2002.

2.10     Plan Year means the period from June 1 through May 31.

2.11     Release  Agreement  means the Severance and Release  Agreement given by
         the  Participant to the Company and other matters stated  therein.  The
         Severance  and Release  Agreement  shall bind the  Participant  and the
         Company.

2.12     Severance  Date means the date  established  by the Company in its sole
         discretion as a Participant's last day of employment.

2.13     Successor means any employer (whether or not the employer is affiliated
         with  the  Company)  which  acquires  (through  merger,  consolidation,
         reorganization,  transfer, sublease,  assignment, or otherwise) (i) all
         or  substantially  all of the business or assets of the  Company,  of a
         division of the Company,  or of a single  facility or business  unit of
         the Company, or (ii) the facility where the Officer usually works.

2.14     Years of Service shall mean the completed 12-month periods during which
         an Officer  has been  employed  by the  Company on a  continuous  basis
         measured  from the  Officer's  most  recent hire or rehire date (not an
         adjusted or reinstated hire date).


                       SECTION 3--ELIGIBILITY AND PAYMENT

3.1      Eligibility.  Subject to Sections  3.2,  3.3, and 3.4 of this Plan,  an
         Officer shall become a Participant  if on or after the Effective  Date,
         the Officer is notified by the Company that his or her employment  with
         the Company is to be  involuntarily  terminated by the Company,  unless
         such  termination  is the result of actions by the  Officer  which,  as
         determined by the Company in its sole discretion, would normally result
         in a termination or discharge. An employee who is on a Company-approved
         Family and  Medical  leave for a  personal  serious  health  condition,
         worker's  compensation  leave or other  medical  or  disability-related
         leave will be subject to the appropriate  Company leave policy when the
         employee returns from leave.


<PAGE>


         The forgoing, to the contrary notwithstanding, the Company reserves the
         right to determine the applicability or  non-applicability  of the Plan
         in  its  sole  and   absolute   discretion   based  on  the  facts  and
         circumstances  of  each  situation  and  administered  in  a  fair  and
         non-discriminatory manner.

3.2      Payment. A Participant shall be entitled to the severance pay set forth
         in Section 4 hereof, if:

         (a)      he or she returns, and does not revoke, a completed and
                  executed Release Agreement to the Company within the time
                  specified in the Release Agreement; and
         (b)      he or she is not and does not become disqualified from
                  receiving severance pay pursuant to Section 3.3 hereof at any
                  time prior to such person's Severance Date.

3.3      Disqualifying  Events.  A  Participant  shall  not be  entitled  to the
         severance pay set forth in Section 4 hereof, if:

         (a)      the  Officer  either  (i)  fails to  return  a signed  Release
                  Agreement to the Company  within the time period  specified by
                  the Company after that person's Severance Date or (ii) revokes
                  such Release Agreement within the time period specified in the
                  Release Agreement;

         (b)      the Officer is notified of a subsequent  termination  date for
                  his or her employment and, prior to such date, the Officer (i)
                  terminates  voluntarily his or her  employment,  (ii) fails to
                  show up and  properly  attend  work,  and/or  (iii)  fails  to
                  adequately perform his or her employment duties as established
                  by the Company in its sole discretion;

         (c)      the  Officer  rejects  an offer or fails to accept an offer of
                  another  position  from the  Company,  a Successor or from any
                  affiliate of the Company;  provided,  however, that an Officer
                  may  still  receive  his or  her  severance  benefits  despite
                  rejecting such offer if either (i) the new position has a Base
                  Pay less than eighty (80)  percent of his or her current  Base
                  Pay, or (ii) the new job will require the Officer to work in a
                  location more than 50 miles from his or her current workplace.

3.4      Release.  Prior  to the  date  the  Participant's  employment  with the
         Company  will  terminate,  such  Participant  will  receive  a  Release
         Agreement in a form  satisfactory to the Company,  substantially in the
         form  attached  to this Plan as  Exhibit  A-1 or  Exhibit  A-2.  If the
         Participant accepts and agrees to his or her severance pay and benefits
         as determined, he or she shall execute the Release Agreement and return
         it to the Group Vice President, HR Administration and Employee Benefits
         within the time period  specified by the Company  following  his or her
         Severance Date. Such Release Agreement must be timely and appropriately
         executed by its terms for the  Participants to qualify for payments and
         benefits under Section 4.

3.5      Reemployment.  By  accepting a severance  payment  under the Plan,  the
         Participant  agrees  not to reapply  for  employment  with the  Company
         within six months (or such other  period as provided  in the  Severance
         and Release Agreement) of the Participants' severance date.


<PAGE>


                 SECTION 4--AMOUNT AND PAYMENT OF SEVERANCE PAY

4.1      Amount and Timing.  A Participant's  severance pay under this Section 4
         shall be the  number  of weeks of Pay set forth in the  schedule  below
         based on such Participant's  status and his or her number of full Years
         of   Service   and   shall   be  paid  in  one  lump  sum  as  soon  as
         administratively practicable after the Participant's Severance Date and
         the Company's  receipt of the Participant's  signed Release  Agreement.
         Amounts to be paid are as follows:

               Two  week's pay  per full  Year of Service, with  a  minimum of 8
               weeks' Pay, plus 100 percent  target  bonus prorated based on the
               number of weeks actually  worked during  the fiscal year less any
               bonus already paid.

         Employment taxes shall be  withheld  from all  severance  payments  but
         voluntary  deductions shall not  be allowed.  In  addition, any  amount
         payable under this Section shall be reduced (but not below zero) by any
         payment made as required by  government-mandated  programs that require
         payment of wages  and fringe  benefits  in lieu of  appropriate  notice
         of closing, layoffs or termination of employment.

4.2      Additional  Benefits.   The  Company  will  also  offer  the  following
         additional benefits.

         (a)      Participants  shall  have the right to  continue  medical  and
                  dental  benefits  under  the   continuation   health  coverage
                  provisions  of  Title  X of the  Consolidated  Omnibus  Budget
                  Reconciliation  Act of 1986 (COBRA) after his or her Severance
                  Date, if otherwise eligible and/or, if eligible, may enroll in
                  the Retiree Health Plan. To the extent that the Participant is
                  eligible  for and elects  COBRA  coverage,  the Company  shall
                  cover the  premiums or cost of such  coverage  (excluding  IRC
                  section 125 flexible spending accounts) on a monthly basis for
                  the lesser of (1) the first 6 months of  coverage or (2) until
                  Participant no longer qualifies to participate.  At the end of
                  the Officer's  Company-paid  COBRA  coverage,  the Officer may
                  continue  COBRA  coverage at the  Officer's  expense or to the
                  extent  eligible  under  the  terms of such  Plan may elect to
                  participate  in the  Company's  self-pay  retiree  health care
                  plan.


         (b)      The Company may offer  outplacement  services to Participants,
                  which will be based on the Participant's position.

4.3      Vacation  Pay.  Participants  shall  be  paid  for  normal  termination
         vacation  pay and any other  earned pay (if any)  pursuant  to existing
         Company policy and applicable state law.

4.4      Other Benefit Plans.  Benefits under any other employee  benefit plans,
         including but not limited to,  tax-qualified  retirement plans, retiree
         health care plans,  medical or dependent care expense accounts,  fringe
         benefit plans, policies,  programs, stock option plans and nonqualified
         deferred  compensation  plans  sponsored  by the Company  are  governed
         solely by the terms of those plans, programs or policies.  Participants
         may  exercise  stock  options,  to the  extent  that such  options  are
         exercisable   under  their  terms.   This  Plan  does  not  change  the
         eligibility, termination or other provisions for those benefits.

4.5      Offset.  The Company  reserves the right to offset the benefits payable
         under Section 4, by any advance,  loan or other monies the  Participant
         owes the Company.

<PAGE>


                            SECTION 5--DEATH BENEFITS

5.1      Death.  If a  Participant  dies  before  receiving  all  of  his or her
         severance pay due under this Plan,  such pay will be distributed in one
         lump sum cash payment to the Officer's estate.

5.2      Payment after Death. The  Administrator may require that any individual
         or entity  purporting to represent a Participant's  estate provide such
         proof  of  such  status  as the  Administrator  may  deem  appropriate,
         including  but not  limited  to  letters  testamentary  or  letters  of
         administration.   The   Administrator   may  also   require  that  such
         individual,  as a condition  to  receiving  severance  pay,  agree in a
         provision to be incorporated in the Release Agreement, to indemnify and
         hold  harmless  the   Administrator   and  such  other  persons  deemed
         appropriate  by the  Administrator  for any  financial  responsibility,
         liability or expense arising out of a claim by another party or parties
         asserting  entitlement to all or part of the benefit payable hereunder.
         In  addition,  the Company  reserves  the right to offset the  benefits
         payable  under this Section 5 by any advance,  loan or other monies the
         Participant, with respect to whom the severance pay is being paid, owes
         the Company.

                            SECTION 6--ADMINISTRATION

6.1      Interpretation.  The Company shall have sole discretionary authority to
         interpret,  construe, apply and administer the terms of the Plan and to
         determine  eligibility  for and the amounts of benefits under the Plan,
         including interpretation of ambiguous Plan provisions, determination of
         disputed  facts or  application  of Plan  provisions  to  unanticipated
         circumstances. The Company's decision on any such matter shall be final
         and binding.

6.2      Reporting and Disclosure. The Company shall be the administrator of the
         Plan  for   purposes   of  Section   3(16)  of  ERISA  and  shall  have
         responsibility  for complying  with any ERISA  reporting and disclosure
         rules applicable to the Plan for any Plan Year. The  Administrator  may
         at any time  delegate  to any other named  person or body,  or reassume
         therefrom,  any of its fiduciary  responsibilities  (other than trustee
         responsibilities   as  defined  in  Section   405(c)(3)  of  ERISA)  or
         administrative duties with respect to this Plan.

6.3      Service  Providers.  The  Administrator  may contract  with one or more
         persons to render advice or services with regard to any  responsibility
         it has under this Plan.

6.4      Rules. Subject to the limitations of this Plan, the Administrator shall
         from time to time establish such rules for the  administration  of this
         Plan as the Administrator may deem desirable.


                           SECTION 7--CLAIMS PROCEDURE

7.1      If a  Participant  believes  he or  she  has  not  been  provided  with
         severance  pay benefits due under the Plan,  then the  Participant  may
         file a request for  benefits  under this  procedure  with the  Employee
         Benefits  Department or its delegate  within ninety (90) days after the
         date the  Participant  believes  he or she should  have  received  such
         benefits.  If a Participant makes such a request for benefits under the
         Plan and that claim is denied,  in whole or in part, the  Administrator
         shall notify the Participant of the adverse determination within ninety
         (90) calendar days unless the Administrator determines


<PAGE>


         that  special   circumstances   require   an  extension  of   time  for
         processing.  If the Administrator  determines that an extension of time
         is necessary,  written  notice shall be furnished to the claimant prior
         to the end of the initial ninety-day period and the extension shall not
         exceed ninety days from the original  ninety-day  period. The extension
         notice shall indicate the special circumstances  requiring an extension
         and  the  date  by  which  the   Administrator   expects  to  render  a
         determination.

         The Administrator shall notify the Participant of the specific  reasons
         for the denial with specific references to pertinent Plan provisions on
         which  the  denial is based and shall  notify  the  Participant  of any
         additional  material or information that is needed to perfect the claim
         and  explanation of why such material or  information is necessary.  At
         that time the Participant will be advised of his or her right to appeal
         that  determination,  and given an explanation of the Plan's review and
         appeal procedure  including time limits, and a statement  regarding the
         Participant's  right to bring a civil action under ERISA section 502(a)
         following an adverse determination or appeal.

7.2      A Participant may appeal the  determination  or denial by submitting to
         the  Administrator  within sixty (60) calendar  days after  receiving a
         denial notice:

         (a)      Requesting a review by the Administrator of the claim;

         (b)      Setting forth  all of  the grounds upon which  the request for
                  review is based and any facts in support thereof; and

         (c)      Setting  forth any  issues or comments  which  the Participant
                  deems relevant to the claim.

         The Participant  may submit written  comments,  documents,  records and
         other information  relating to his claim. Upon request, the Participant
         may obtain free of charge, copies of all documents and records relevant
         to his claim.

7.3      The  Administrator  shall act upon the appeal  taking into  account all
         comments,  documents,  records and other  information  submitted by the
         Participant without regard to whether such information was submitted or
         considered  in the initial  benefit  determination  and shall  render a
         decision  within  sixty (60) days or one hundred  twenty  (120) days in
         special   circumstances  after  its  receipt  of  the  appeal.  If  the
         Administrator  determines  that an  extension  of  time  is  necessary,
         written notice of the extension  shall be furnished to the  Participant
         prior to the end of the initial sixty-day period.  The extension notice
         shall indicate the special circumstances requiring an extension of time
         and  the  date  by  which  the   Administrator   expects  to  render  a
         determination.

         The Administrator shall review the  claim  and  all  written  materials
         submitted  by the  Participant,  and may  require him or her to submit,
         within ten (10) days of its  written  notice,  such  additional  facts,
         documents,   or  other  evidence  as  the  Administrator  in  its  sole
         discretion deems necessary or advisable in making such a review. On the
         basis  of its  review,  the  Administrator  shall  make an  independent
         determination  of the  Participant's  eligibility  for benefits and the
         amount  of  such  benefits   under  the  Plan.   The  decision  of  the
         Administrator  on any  claim  shall be final  and  conclusive  upon all
         persons if supported by substantial evidence.


<PAGE>


         If the  Administrator  denies a claim on review in whole or in part, it
         shall give the Participant written notice of its decision setting forth
         the  following:  (a) the  specific  reasons for the denial and specific
         references to the pertinent  Plan  provisions on which its decision was
         based;  (b) notice  that the  Participant  may  obtain  free of charge,
         copies of all documents,  records and other information relevant to the
         Participant's  claim; and (c) a statement of the Participant's right to
         bring a civil action under section 502(a) of ERISA.

7.4      A  Participant  or his or her legal  representative  may  challenge any
         final  appeal  decision  by filing  an  action  in a  federal  court of
         competent  jurisdiction,  provided  that such  action is filed no later
         than 90 days after receipt of a final  decision by the  Participant  or
         his or her legal representative.


                               SECTION 8--GENERAL

8.1      Funding.  The  benefits  and  costs of this  Plan  shall be paid by the
         Company out of its general assets.

8.2      ERISA Status.  This Plan is intended to be an "employee welfare benefit
         plan", as defined in Section 3(1),  Subtitle A of Title 1 of ERISA. The
         Plan will be interpreted to effectuate this intent. Notwithstanding any
         other  provision of this Plan, no Officer  shall receive  hereunder any
         payment exceeding twice that Officer's annual  compensation  during the
         year immediately  preceding the termination of his service,  within the
         meaning of 29 C.F.R. Section 2510.3-2, as the same was in effect on the
         effective date of this Plan.


<PAGE>



                      SECTION 9--AMENDMENT AND TERMINATION

     The Company  reserves the right to amend this Plan, in whole or in part, or
discontinue or terminate the Plan; provided,  however,  that any such amendment,
discontinuance  or termination  shall not affect any right of any Participant to
claim  benefits  under  the  Plan  or as in  effect  prior  to  such  amendment,
discontinuance  or termination,  for events  occurring prior to the date of such
amendment,  discontinuance  or  termination.  An amendment to this Plan,  and/or
resolution of discontinuance or termination,  may be made by the  Administrator,
to the extent permitted by resolution of the Board of Directors.

     IN WITNESS WHEREOF, the Company has caused its officer,  duly authorized by
its Board of  Directors  to  execute  the Plan  effective  as of  the 1st day of
October, 2002.

                                        ALBERTSON'S, INC.



                                        /S/ John Sims
                                        --------------------------------------
                                        By:
                                        Name:   John Sims
                                        Its:    Executive Vice President &
                                                General Counsel


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>abs10q32002exhibit10-43.txt
<DESCRIPTION>CHANGE OF CONTROL SEVERANCE FOR COO & EVP
<TEXT>
                                                                   Exhibit 10.43


                                ALBERTSON'S, INC.


                      CHANGE OF CONTROL SEVERANCE AGREEMENT

            FOR CHIEF OPERATING OFFICER AND EXECUTIVE VICE PRESIDENTS


     THIS CHANGE OF CONTROL SEVERANCE AGREEMENT (this "Agreement"),  dated as of
November  1,  2002,  is made and  entered by and  between  Albertsons,  Inc.,  a
Delaware corporation (the "Company"), and _________________ (the "Executive").

                                   WITNESSETH:

     WHEREAS,  the  Executive is a key employee of the Company or one or more of
its  Subsidiaries (as defined below) and has made and is expected to continue to
make major contributions to the short- and long-term  profitability,  growth and
financial strength of the Company;

     WHEREAS, the Company recognizes that, as is the case for most publicly held
companies,  the possibility of a Change in Control (as defined below) exists and
that such possibility,  and the uncertainty it may create among management,  may
result in the distraction or departure of management personnel, to the detriment
of the Company and its stockholders;

     WHEREAS,  the Company  desires to assure  itself of both present and future
continuity  of management  and desires to establish  certain  minimum  severance
benefits  for  certain  of  its  senior  executives,  including  the  Executive,
applicable in the event of a Change in Control; and

     WHEREAS,  the Company  wishes to ensure that its senior  executives are not
unduly distracted by the circumstances  attendant to the possibility of a Change
in Control and to encourage  the  continued  attention  and  dedication  of such
executives,  including the Executive, to their assigned duties with the Company;
and

     WHEREAS,  the  Company  desires to provide  additional  inducement  for the
Executive to continue to remain in the employ of the Company.

     NOW, THEREFORE, the Company and the Executive agree as follows:

     1. Certain  Defined Terms. In addition to terms defined  elsewhere  herein,
the following terms have the following meanings when used in this Agreement with
initial capital letters:

         (a) "Base Pay" means the  Executive's  annual  base  salary  rate as in
effect from time to time.

         (b) "Board" means the Board of Directors of the Company.


<PAGE>


         (c) "Cause" means that,  prior to any  termination  pursuant to Section
3(b), the Executive shall have:

              (i) been  convicted  of a criminal  violation  involving,  in each
     case, fraud,  embezzlement or theft in connection with his duties or in the
     course of his employment with the Company or any Subsidiary;

              (ii)  committed  intentional  wrongful  damage to  property of the
     Company or any Subsidiary;

              (iii)  committed   intentional   wrongful   disclosure  of  secret
     processes or confidential information of the Company or any Subsidiary; or

              (iv) committed  intentional wrongful engagement in any Competitive
     Activity;  and any such act shall  have been  demonstrably  and  materially
     harmful to the Company.  For purposes of this Agreement,  no act or failure
     to act on the part of the Executive shall be deemed "intentional" if it was
     due  primarily to an error in judgment or  negligence,  but shall be deemed
     "intentional"  only if done or omitted to be done by the  Executive  not in
     good faith and without  reasonable  belief that the  Executive's  action or
     omission  was in the best  interest  of the  Company.  Notwithstanding  the
     foregoing,  the Executive  shall not be deemed to have been  terminated for
     "Cause"  hereunder  unless and until there shall have been delivered to the
     Executive a copy of a resolution  duly adopted by the  affirmative  vote of
     not less than  three  quarters  of the Board then in office at a meeting of
     the Board called and held for such purpose,  after reasonable notice to the
     Executive  and  an  opportunity  for  the  Executive,   together  with  the
     Executive's  counsel (if the Executive  chooses to have counsel  present at
     such  meeting),  to be heard before the Board,  finding  that,  in the good
     faith opinion of the Board, the Executive had committed an act constituting
     "Cause" as herein defined and specifying the particulars thereof in detail.
     Nothing  herein will limit the right of the Executive or his  beneficiaries
     to contest the validity or propriety of any such determination.

         (d) "Change in Control" means the occurrence  during the Term of any of
the following events:

              (i) the acquisition by any individual, entity or group (within the
     meaning of Section  13(d)(3) or 14(d)(2) of the Exchange  Act) (a "Person")
     of beneficial ownership (within the meaning of Rule 13d-3 promulgated under
     the  Exchange  Act) of 20% or  more of the  combined  voting  power  of the
     then-outstanding Voting Stock of the Company; provided, however, that:

              (1)  for  purposes  of  this  Section   1(d)(i),   the   following
         acquisitions  shall  not  constitute  a  Change  in  Control:  (A)  any
         acquisition  of Voting Stock of the Company  directly  from the Company
         that is  approved  by a majority of the  Incumbent  Directors,  (B) any
         acquisition  of  Voting  Stock of the  Company  by the  Company  or any
         Subsidiary,  (C) any  acquisition of Voting Stock of the Company by any
         employee benefit plan (or related trust) sponsored or maintained by the
         Company or any  Subsidiary,  and (D) any acquisition of Voting Stock of
         the  Company by any Person  pursuant  to a  Business  Combination  that
         complies with clauses (A), (B) and (C) of Section 1(d)(iii) below;
<PAGE>

              (2) if any Person acquires beneficial  ownership of 20% or more of
         combined  voting  power  of the  then-outstanding  Voting  Stock of the
         Company  as a result of a  transaction  described  in clause  (1)(A) of
         Section 1(d)(i) and such Person thereafter becomes the beneficial owner
         of any additional shares of Voting Stock of the Company representing 1%
         or more of the then-outstanding Voting Stock of the Company, other than
         in an  acquisition  directly  from the  Company  that is  approved by a
         majority  of the  Incumbent  Directors  or other  than as a result of a
         stock  dividend,  stock  split or similar  transaction  effected by the
         Company in which all holders of Voting Stock are treated equally,  such
         subsequent acquisition shall be treated as a Change in Control;

              (3) a Change in Control  will not be deemed to have  occurred if a
         Person acquires beneficial ownership of 20% or more of the Voting Stock
         of the  Company as a result of a  reduction  in the number of shares of
         Voting  Stock of the Company  outstanding  unless and until such Person
         thereafter  becomes the beneficial  owner of any  additional  shares of
         Voting   Stock  of  the  Company   representing   1%  or  more  of  the
         then-outstanding Voting Stock of the Company, other than as a result of
         a stock dividend,  stock split or similar  transaction  effected by the
         Company in which all holders of Voting Stock are treated equally; and

              (4) if at least a majority of the Incumbent Directors determine in
         good faith that a Person has  acquired  beneficial  ownership of 20% or
         more of the Voting Stock of the Company inadvertently,  and such Person
         divests as promptly as  practicable  a  sufficient  number of shares so
         that such Person beneficially owns less than 20% of the Voting Stock of
         the Company,  then no Change in Control shall have occurred as a result
         of such Person's acquisition; or

              (ii) a majority of the Directors are not Incumbent Directors; or

              (iii)   the   consummation   of  a   reorganization,   merger   or
     consolidation,  or sale or other disposition of all or substantially all of
     the  assets  of the  Company  or  the  acquisition  of  assets  of  another
     corporation, or other transaction (each, a "Business Combination"), unless,
     in each case,  immediately  following such Business  Combination (A) all or
     substantially  all of the  individuals and entities who were the beneficial
     owners of Voting Stock of the Company  immediately  prior to such  Business
     Combination beneficially own, directly or indirectly,  more than 60% of the
     combined voting power of the then outstanding shares of Voting Stock of the
     entity  resulting  from  such  Business  Combination  (including,   without
     limitation,  an  entity  which as a  result  of such  transaction  owns the
     Company or all or substantially all of the Company's assets either directly
     or  through  one or more  subsidiaries),  (B) no  Person  (other  than  the
     Company,  such entity  resulting  from such  Business  Combination,  or any
     employee  benefit plan (or related  trust)  sponsored or  maintained by the
     Company,  any  Subsidiary  or such  entity  resulting  from  such  Business
     Combination) beneficially owns, directly or indirectly,  20% or more of the
     combined voting power of the then outstanding shares of Voting Stock of the
     entity  resulting  from  such  Business  Combination,  and  (C) at  least a
     majority of the members of the Board of Directors  of the entity  resulting
     from such Business  Combination were Incumbent Directors at the time of the
     execution of the initial  agreement or of the action of the Board providing
     for such Business Combination; or
<PAGE>

              (iv)  approval  by the  shareholders  of the Company of a complete
     liquidation or dissolution  of the Company,  except  pursuant to a Business
     Combination  that  complies  with  clauses  (A),  (B)  and  (C) of  Section
     1(d)(iii).

         (e) "Competitive  Activity" means the Executive's  having an investment
constituting  more  than  $100,000  in or  providing  personal  services  to any
business enterprise (without the prior written consent of the Company),  if such
enterprise:

              (i) at the time of determination,  is substantially similar to the
     whole or a substantial part of the business conducted by the Company or any
     of its divisions or affiliates;

              (ii) at the time of determination,  is operating a store or stores
     which,  during its or their fiscal year  preceding the  determination,  had
     aggregate net sales in excess of $10,000,000,  if such store or any of such
     stores is or are  located in a city or within a radius of 25 miles from the
     outer  limits  of a  city  where  the  Company,  or  any  of  divisions  or
     affiliates,  is  operating  a store or stores  which,  during  its or their
     fiscal year preceding the determination,  had aggregate net sales in excess
     of $10,000,000; and

              (iii) had aggregate net sales at all its  locations,  and sales by
     its  divisions and  affiliates,  during its fiscal year  preceding  that in
     which the Executive made an investment  therein, or first rendered personal
     services thereto, in excess of $500,000,000.

         (f) "Employee  Benefits"  means the  perquisites,  benefits and service
credit for benefits as provided under any and all employee retirement income and
Welfare Benefit policies,  plans, programs or arrangements in which Executive is
entitled  to  participate,   including  without  limitation  any  stock  option,
performance  share,   performance  unit,  stock  purchase,  stock  appreciation,
savings, pension,  supplemental executive retirement, or other retirement income
or Welfare Benefit,  deferred  compensation,  incentive  compensation,  group or
other life,  health,  medical/hospital  or other  insurance  (whether  funded by
actual  insurance or self-insured  by the Company or a Subsidiary),  disability,
salary continuation,  expense reimbursement and other employee benefit policies,
plans,  programs or arrangements that may now exist or any equivalent  successor
policies,  plans,  programs or arrangements that may be adopted hereafter by the
Company or a Subsidiary, providing perquisites,  benefits and service credit for
benefits  at  least  as  great  in  the  aggregate  as  are  payable  thereunder
immediately prior to a Change in Control.

         (g)  "Exchange  Act"  means the  Securities  Exchange  Act of 1934,  as
amended.

         (h) "Good Reason" means the  occurrence of one or more of the following
events  (regardless  of whether any other  reason,  other than  Cause,  for such
termination   exists  or  has  occurred,   including  without  limitation  other
employment):
<PAGE>

              (i)  Failure to elect or  reelect or  otherwise  to  maintain  the
     Executive in the office or the position,  or a substantially  equivalent or
     better office or position,  of or with the Company  and/or a Subsidiary (or
     any successor thereto by operation of law of or otherwise), as the case may
     be, which the Executive held immediately  prior to a Change in Control,  or
     the  removal  of the  Executive  as a  Director  of the  Company  and/or  a
     Subsidiary  (or any successor  thereto) if the Executive  shall have been a
     Director of the Company and/or a Subsidiary immediately prior to the Change
     in Control;

              (ii) Failure of the Company to remedy any of the following  within
     10 calendar  days after  receipt by the Company of written  notice  thereof
     from the Executive: (A) A significant adverse change in the nature or scope
     of the authorities, powers, functions,  responsibilities or duties attached
     to the position  with the Company and any  Subsidiary  which the  Executive
     held  immediately  prior to the Change in Control,  (B) a reduction  in the
     Executive's  Base Pay received  from the Company or any  Subsidiary,  (C) a
     reduction in the  Executive's  Incentive Pay as compared with the Incentive
     Pay  most  recently  paid  prior  to the  Change  in  Control,  or (D)  the
     termination or denial of the Executive's  rights to Employee  Benefits or a
     reduction in the scope or value thereof;

              (iii)  The  liquidation,  dissolution,  merger,  consolidation  or
     reorganization  of the Company or the transfer of all or substantially  all
     of its business  and/or  assets,  unless the  successor or  successors  (by
     liquidation, merger, consolidation,  reorganization, transfer or otherwise)
     to which all or  substantially  all of its business and/or assets have been
     transferred  (by  operation  of law or  otherwise)  assumed  all duties and
     obligations of the Company under this Agreement pursuant to Section 11(a);

              (iv) The Company  requires  the  Executive  to have his  principal
     location of work changed to any location that is in excess of 50 miles from
     the  location  thereof  immediately  prior to the  Change  in  Control,  or
     requires  the  Executive  to travel  away from his  office in the course of
     discharging his  responsibilities or duties hereunder at least 20% more (in
     terms of  aggregate  days in any calendar  year or in any calendar  quarter
     when  annualized  for  purposes of  comparison  to any prior year) than was
     required of Executive in any of the three full years  immediately  prior to
     the Change in Control  without,  in either case, his prior written consent;
     or

              (v) Without  limiting the  generality or effect of the  foregoing,
     any  material  breach of this  Agreement  by the  Company or any  successor
     thereto which is not remedied by the Company  within 10 calendar days after
     receipt by the Company of written notice from the Executive of such breach.

         (i) "Incentive  Pay" means an annual bonus,  incentive or other payment
of  compensation,  in  addition  to Base  Pay,  made or to be made in  regard to
services rendered in any year or other period pursuant to any bonus,  incentive,
profit-sharing,  performance,  discretionary pay or similar  agreement,  policy,
plan,  program  or  arrangement  (whether  or not  funded)  of the  Company or a
Subsidiary, or any successor thereto. "Incentive Pay" does not include any stock
option,  stock appreciation,  stock purchase,  restricted stock or similar plan,
program,  arrangement  or grant,  whether or not provided  under an  arrangement
described in the preceding sentence.
<PAGE>

         (j) "Incumbent  Directors"  means the  individuals  who, as of the date
hereof,  are  Directors  of the Company and any  individual  becoming a Director
subsequent  to the date hereof whose  election,  nomination  for election by the
Company's  shareholders,  or  appointment,  was  approved  by a vote of at least
two-thirds  of the then  Incumbent  Directors  (either by a specific  vote or by
approval of the proxy  statement of the Company in which such person is named as
a  nominee  for  director,  without  objection  to such  nomination);  provided,
however,  that  an  individual  shall  not  be an  Incumbent  Director  if  such
individual's  election  or  appointment  to the  Board  occurs as a result of an
actual or threatened  election  contest (as  described in Rule  14a-12(c) of the
Exchange  Act) with  respect to the  election or removal of  Directors  or other
actual or  threatened  solicitation  of proxies or consents by or on behalf of a
Person other than the Board.

         (k) "Retirement  Plans" means the benefit plans of the Company that are
intended to be qualified  under Section  401(a) of the Internal  Revenue Code of
1986, as amended (the "Code") and any supplemental  executive retirement benefit
plan or any other  plan  that is a  successor  thereto  if the  Executive  was a
participant in such Retirement Plan on the date of the Change in Control.

         (l) "Severance  Period" means the period of time commencing on the date
of the first  occurrence of a Change in Control and continuing until the earlier
of (i) the second  anniversary  of the  occurrence of the Change in Control,  or
(ii)  the  Executive's  death;  provided,   however,  that  commencing  on  each
anniversary of the Change in Control, the Severance Period will automatically be
extended for an additional year unless, not later than 90 calendar days prior to
such  anniversary  date,  either the Company or the  Executive  shall have given
written notice to the other that the Severance Period is not to be so extended.

         (m)  "Subsidiary"  means an  entity in which the  Company  directly  or
indirectly beneficially owns 50% or more of the outstanding Voting Stock.

         (n)  "Term"  means the  period  commencing  as of the date  hereof  and
expiring on the close of business on December 31, 2005; provided,  however, that
(i)  commencing  on January 1, 2004 and each January 1  thereafter,  the term of
this Agreement will automatically be extended for an additional year unless, not
later than September 30 of the  immediately  preceding  year, the Company or the
Executive shall have given notice that it or the Executive,  as the case may be,
does not wish to have the Term  extended;  (ii) if a Change  in  Control  occurs
during the Term,  the Term shall expire and this Agreement will terminate on the
last day of the Severance  Period;  and (iii) subject to Section 3(c), if, prior
to a Change in Control, the Executive ceases for any reason to be an employee of
the Company or any Subsidiary (including  termination arising in connection with
the Company  ceasing to  beneficially  own 50% or more of the Voting  Stock of a
Subsidiary),  or ceases to be an employee at a level  previously  designated for
the benefits set forth in Annex A hereto,  thereupon  without further action the
Term  shall be  deemed  to have  expired  and this  Agreement  will  immediately
terminate and be of no further  effect.  For purposes of this Section 1(n),  the
Executive  shall not be deemed to have  ceased to be an  employee of the Company
and any Subsidiary by reason of the transfer of Executive's  employment  between
the Company and any Subsidiary, or among any Subsidiaries.
<PAGE>

         (o)  "Termination  Date"  means  the  date  on  which  the  Executive's
employment  is  terminated  (the  effective  date of which  shall be the date of
termination,  or such other date that may be specified  by the  Executive if the
termination is pursuant to Section 3(b)).

         (p) "Voting Stock" means  securities  entitled to vote generally in the
election of directors.

         (q) "Welfare  Benefits" means Employee Benefits that are provided under
any  "welfare  plan"  (within  the  meaning  of  Section  3(1)  of the  Employee
Retirement Income Security Act of 1974, as amended) of the Company.

     2.  Operation of Agreement.  This  Agreement  will be effective and binding
immediately upon its execution,  but, anything in this Agreement to the contrary
notwithstanding,  except as provided in Section 3(c), this Agreement will not be
operative unless and until a Change in Control occurs.  Upon the occurrence of a
Change in Control at any time  during the Term,  without  further  action,  this
Agreement will become immediately operative.

     3.  Termination  Following  a Change  in  Control.  (a) In the event of the
occurrence of a Change in Control, the Executive's  employment may be terminated
by the Company or a Subsidiary  during the  Severance  Period and the  Executive
will be entitled to the benefits  provided by Section 4 unless such  termination
is the result of the occurrence of one or more of the following events:

              (i) The Executive's death;

              (ii) If the  Executive  becomes  permanently  disabled  within the
     meaning of, and begins actually to receive disability benefits pursuant to,
     the long-term  disability  plan in effect for, or applicable to,  Executive
     immediately prior to the Change in Control; or

              (iii) Cause.

If, during the Severance Period, the Executive's employment is terminated by the
Company or any Subsidiary  other than pursuant to Section  3(a)(i),  3(a)(ii) or
3(a)(iii), the Executive will be entitled to the benefits provided by Section 4.

         (b)  In the  event  of the  occurrence  of a  Change  in  Control,  the
Executive may terminate  employment  with the Company and any Subsidiary  during
the Severance Period for Good Reason with the right to severance compensation as
provided in Section 4.

         (c) Anything in this  Agreement to the contrary  notwithstanding,  if a
Change in Control  occurs and not more than twelve  months  prior to the date on
which the Change in Control occurs, the Executive's  employment with the Company
ceases at the  previously  designated  level or is terminated by the Company (or
the Executive  terminates  his  employment  for Good Reason),  such cessation or
termination  of employment  will be deemed to be a cessation or  termination  of
employment  after a Change in Control  for  purposes  of this  Agreement  if the
Executive has  reasonably  demonstrated  that such  cessation or  termination of
employment  (i)  was at the  request  of a  third  party  who  has  taken  steps
reasonably  calculated to effect a Change in Control, or (ii) otherwise arose in
connection with or in anticipation of a Change in Control.
<PAGE>

         (d) A  termination  by the Company  pursuant to Section  3(a) or by the
Executive pursuant to Section 3(b) will not affect any rights that the Executive
may have pursuant to any agreement,  policy, plan, program or arrangement of the
Company  or  Subsidiary  providing  Employee  Benefits,  which  rights  shall be
governed by the terms thereof,  except for any rights to severance  compensation
to which  Executive may be entitled  upon  termination  of employment  under any
severance or employment  agreement  between the Company and the Executive  which
rights, to the extent not greater than those provided by this Agreement,  shall,
during the Severance Period, be superseded by this Agreement.

     4. Severance Compensation.  (a) If, following the occurrence of a Change in
Control, the Company or Subsidiary terminates the Executive's  employment during
the  Severance  Period  other than  pursuant  to Section  3(a)(i),  3(a)(ii)  or
3(a)(iii),  or if the Executive  terminates his  employment  pursuant to Section
3(b),  provided that the Executive executes a release  substantially in the form
rendered by senior executives of the Company prior to the Change in Control. The
Company will pay to the Executive  the amounts  described in Annex A within five
business  days after the  Termination  Date and will  continue to provide to the
Executive the benefits described on Annex A for the periods described therein.

         (b) Without  limiting the rights of the  Executive at law or in equity,
if the Company  fails to make any payment or provide any benefit  required to be
made or provided  hereunder on a timely basis,  the Company will pay interest on
the  amount or value  thereof at an  annualized  rate of  interest  equal to the
"prime  rate" as set forth from time to time during the  relevant  period in The
Wall Street Journal "Money Rates" column, plus 2%. Such interest will be payable
as it accrues on demand.  Any change in such prime rate will be effective on and
as of the date of such change.

         (c)  Unless  otherwise  expressly  provided  by the  applicable  annual
incentive  compensation  plan or program,  after the  occurrence  of a Change in
Control,  the Company will pay in cash to the  Executive a lump sum amount equal
to the value of the  Executive's  annual bonus for the  performance  period that
includes  the date on which the Change in  Control  occurred,  disregarding  any
applicable vesting requirements;  provided that such amount will be equal to the
product of the target award  percentage  under the applicable  annual  incentive
plan or program in effect  immediately prior to the Change in Control or, if the
applicable  Incentive Pay plan or program does not specify such percentage,  the
target  percentage that would be applicable  immediately  prior to the Change in
Control based upon the Executive's  salary grade, job  classification and title,
in either  event,  multiplied  by Base Pay, but prorated to base payment only on
the portion of the  Executive's  service that had elapsed  during the applicable
performance  period  through the Change in Control.  Such  payment  will be made
within five business days after the Change in Control.
<PAGE>

     5.  Certain  Additional  Payments  by the  Company.  (a)  Anything  in this
Agreement to the contrary  notwithstanding,  but subject to Paragraph 7 of Annex
B, in the event that this Agreement  becomes  operative and it is determined (as
hereafter  provided) that any payment (other than the Gross-Up payments provided
for in this Section 5 and Annex B) or  distribution by the Company or any of its
affiliates  to or for the benefit of the  Executive,  whether paid or payable or
distributed  or  distributable  pursuant  to the  terms  of  this  Agreement  or
otherwise pursuant to or by reason of any other agreement, policy, plan, program
or  arrangement,  including  without  limitation  any stock option,  performance
share, performance unit, stock appreciation right or similar right, or the lapse
or termination of any restriction on or the vesting or  exercisability of any of
the  foregoing  (a  "Payment"),  would be subject  to the excise tax  imposed by
Section 4999 of the Code by reason of being  considered  "contingent on a change
in ownership  or control" of the Company,  within the meaning of Section 280G of
the Code or to any similar tax imposed by state or local law, or any interest or
penalties  with respect to such tax (such tax or taxes,  together  with any such
interest and penalties,  being hereafter collectively referred to as the "Excise
Tax"),  then the Executive will be entitled to receive an additional  payment or
payments  (collectively,  a  "Gross-Up  Payment");  provided,  however,  that no
Gross-up  Payment  will  be  made  with  respect  to the  Excise  Tax,  if  any,
attributable to (i) any incentive stock option, as defined by Section 422 of the
Code ("ISO") granted prior to the execution of this Agreement, or (ii) any stock
appreciation  or similar right,  whether or not limited,  granted in tandem with
any ISO described in clause (i). The Gross-Up  Payment will be in an amount such
that,  after  payment by the Executive of all taxes  (including  any interest or
penalties imposed with respect to such taxes),  including any Excise Tax imposed
upon the  Gross-Up  Payment,  the  Executive  retains an amount of the  Gross-Up
Payment  equal to the Excise Tax  imposed  upon the  Payment.  For  purposes  of
determining the amount of the Gross-Up Payment, the Executive will be considered
to pay (x) federal  income  taxes at the  highest  rate in effect in the year in
which the Gross-Up  Payment will be made and (y) state and local income taxes at
the  highest  rate in  effect  in the state or  locality  in which the  Gross-Up
Payment would be subject to state or local tax, net of the maximum  reduction in
federal income tax that could be obtained from deduction of such state and local
taxes.

         (b) The  obligations  set forth in Section  5(a) will be subject to the
procedural provisions described in Annex B.

     6. No Mitigation  Obligation.  The Company hereby acknowledges that it will
be  difficult  and may be  impossible  for  the  Executive  to  find  reasonably
comparable   employment   following   the   Termination   Date   and   that  the
non-competition   covenant  contained  in  Section  8  will  further  limit  the
employment  opportunities  for the  Executive.  Accordingly,  the payment of the
severance  compensation  by the Company to the Executive in accordance  with the
terms of this Agreement is hereby  acknowledged by the Company to be reasonable,
and the  Executive  will not be required  to mitigate  the amount of any payment
provided for in this  Agreement by seeking other  employment  or otherwise,  nor
will any profits,  income, earnings or other benefits from any source whatsoever
create any mitigation,  offset, reduction or any other obligation on the part of
the Executive  hereunder or otherwise,  except as expressly provided in the last
sentence of Paragraph 2 of Annex A.

     7.  Legal  Fees and  Expenses.  It is the  intent of the  Company  that the
Executive  not be  required  to  incur  legal  fees  and  the  related  expenses
associated with the interpretation, enforcement or defense of Executive's rights
under this  Agreement by  litigation  or otherwise  because the cost and expense
thereof would substantially detract from the benefits intended to be extended to
the Executive hereunder.  Accordingly, if it should appear to the Executive that
the  Company  has  failed  to  comply  with any of its  obligations  under  this
Agreement  or in the  event  that  the  Company  or any  other  person  takes or
threatens to take any action to declare this Agreement void or unenforceable, or
institutes any litigation or other action or proceeding  designed to deny, or to
recover from, the Executive the benefits  provided or intended to be provided to
the Executive hereunder,  the Company irrevocably  authorizes the Executive from
time to time to retain  counsel of  Executive's  choice,  at the  expense of the
Company  as  hereafter  provided,  to advise  and  represent  the  Executive  in
connection  with any such  interpretation,  enforcement  or  defense,  including
without  limitation  the  initiation or defense of any litigation or other legal
action in regard  thereto,  whether by or against the  Company or any  Director,
officer,  stockholder  or  other  person  affiliated  with the  Company,  in any
jurisdiction. Notwithstanding any existing or prior attorney-client relationship
between the Company and such counsel,  the Company  irrevocably  consents to the
Executive's entering into an attorney-client relationship with such counsel, and
in that  connection  the Company  and the  Executive  agree that a  confidential
relationship will exist between the Executive and such counsel.  Without respect
to whether the Executive  prevails,  in whole or in part, in connection with any
of the foregoing, the Company will pay and be solely financially responsible for
any and all attorneys'  and related fees and expenses  incurred by the Executive
in  connection  with any of the  foregoing;  provided  that,  in  regard to such
matters,  the Executive has not acted in bad faith or with no colorable claim of
success.  Such payments will be made within five business days after delivery of
the Executive's  written  requests for payment,  accompanied by such evidence of
fees and expenses incurred as the Company may reasonably require.
<PAGE>

     8.     Competitive     Activity;     Confidentiality;      Nonsolicitation;
Nondisparagement.

         (a) During  the Term and for a period  ending  one year  following  the
Termination  Date, if the Executive has received or is receiving  benefits under
Section 4, and, if applicable,  Section 5, the Executive  will not,  without the
prior written  consent of the Company,  which  consent will not be  unreasonably
withheld, engage in any Competitive Activity.

         (b)  During the Term,  the  Company  agrees  that it will  disclose  to
Executive  its  confidential  or  proprietary  information  (as  defined in this
Section 8(b)) to the extent necessary for Executive to carry out his obligations
to the Company.  The  Executive  hereby  covenants  and agrees that he will not,
without the prior written consent of the Company,  during the Term or thereafter
disclose to any person not employed by the Company,  or use in  connection  with
engaging in  competition  with the  Company,  any  confidential  or  proprietary
information  of  the  Company.   For  purposes  of  this  Agreement,   the  term
"confidential  or proprietary  information"  will include all information of any
nature  and in any form that is owned by the  Company  and that is not  publicly
available  (other than by Executive's  breach of this Section 8(b)) or generally
known to  persons  engaged  in  businesses  similar  or  related to those of the
Company.   Confidential  or  proprietary   information  will  include,   without
limitation,  the Company's  financial matters,  customers,  employees,  industry
contracts,  strategic business plans,  product development (or other proprietary
product data),  marketing plans, and all other secrets and all other information
of a  confidential  or  proprietary  nature.  For purposes of the  preceding two
sentences,  the term "Company"  will also include any Subsidiary  (collectively,
the "Restricted Group"). The foregoing  obligations imposed by this Section 8(b)
will not apply (i) during the Term, in the course of the business of and for the
benefit of the Company, (ii) if such confidential or proprietary information has
become,  through  no fault of the  Executive,  generally  known to the public or
(iii) if the Executive is required by law to make  disclosure  (after giving the
Company notice and an opportunity to contest such requirement).

         (c) The Executive  hereby covenants and agrees that during the Term and
for one year thereafter Executive will not, without the prior written consent of
the Company, on behalf of Executive or on behalf of any person, firm or company,
directly or indirectly,  attempt to influence, persuade or induce, or assist any
other person in so persuading or inducing,  any employee of the Restricted Group
to give up, or to not commence,  employment or a business  relationship with the
Restricted Group.
<PAGE>

         (d) The Executive  hereby  covenants and agrees that the Executive will
not  make,  publish  or cause to be made or  published  any  public  or  private
statement  disparaging the Company or its present or former officers,  directors
or employees.

         (e) Executive  and the Company  agree that the  covenants  contained in
this Section 8 are reasonable under the circumstances, and further agree that if
in the opinion of any court of competent  jurisdiction  any such covenant is not
reasonable in any respect,  such court will have the right,  power and authority
to excise or modify any  provision  or  provisions  of such  covenants as to the
court will appear not  reasonable  and to enforce the remainder of the covenants
as so  amended.  Executive  acknowledges  and  agrees  that  the  remedy  at law
available to the Company for breach of any of his obligations under this Section
8 would be  inadequate  and that  damages  flowing  from  such a breach  may not
readily  be  susceptible  to being  measured  in  monetary  terms.  Accordingly,
Executive  acknowledges,  consents  and agrees  that,  in  addition to any other
rights or  remedies  that the  Company  may have at law, in equity or under this
Agreement,  upon adequate  proof of his violation of any such  provision of this
Agreement,  the Company will be entitled to immediate  injunctive relief and may
obtain a temporary order  restraining any threatened or further breach,  without
the necessity of proof of actual damage.

     9. Employment  Rights.  Nothing expressed or implied in this Agreement will
create any right or duty on the part of the Company or the Executive to have the
Executive  remain in the employment of the Company or any Subsidiary prior to or
following any Change in Control.

     10. Withholding of Taxes. The Company may withhold from any amounts payable
under this Agreement all federal,  state,  city or other taxes as the Company is
required to withhold pursuant to any applicable law, regulation or ruling.

     11.  Successors  and Binding  Agreement.  (a) The Company  will require any
successor  (whether  direct or  indirect,  by purchase,  merger,  consolidation,
reorganization  or  otherwise)  to all or  substantially  all of the business or
assets  of  the  Company,   by  agreement  in  form  and  substance   reasonably
satisfactory  to the  Executive,  expressly  to assume and agree to perform this
Agreement  in the  same  manner  and to the same  extent  the  Company  would be
required to perform if no such  succession had taken place.  This Agreement will
be binding upon and inure to the benefit of the Company and any successor to the
Company,   including  without  limitation  any  persons  acquiring  directly  or
indirectly  all or  substantially  all of the  business or assets of the Company
whether by purchase,  merger,  consolidation,  reorganization  or otherwise (and
such successor shall thereafter be deemed the "Company" for the purposes of this
Agreement),  but will not otherwise be assignable,  transferable or delegable by
the Company.

         (b) This  Agreement  will inure to the benefit of and be enforceable by
the Executive's personal or legal  representatives,  executors,  administrators,
successors, heirs, distributees and legatees.
<PAGE>

         (c) This  Agreement  is  personal  in nature and neither of the parties
hereto will, without the consent of the other, assign, transfer or delegate this
Agreement or any rights or obligations hereunder except as expressly provided in
Sections  11(a) and 11(b).  Without  limiting  the  generality  or effect of the
foregoing,  the  Executive's  right to receive  payments  hereunder  will not be
assignable, transferable or delegable, whether by pledge, creation of a security
interest,  or otherwise,  other than by a transfer by Executive's will or by the
laws of descent and distribution  and, in the event of any attempted  assignment
or transfer  contrary to this Section 11(c),  the Company will have no liability
to pay any amount so attempted to be assigned, transferred or delegated.

     12.  Notices.  For all  purposes  of this  Agreement,  all  communications,
including without limitation notices, consents, requests or approvals,  required
or permitted to be given hereunder will be in writing and will be deemed to have
been duly  given when hand  delivered  or  dispatched  by  electronic  facsimile
transmission  (with receipt  thereof  orally  confirmed),  or five business days
after having been mailed by United States  registered or certified mail,  return
receipt  requested,  postage  prepaid,  or three business days after having been
sent by a nationally recognized overnight courier service such as FedEx, UPS, or
Purolator,  addressed to the Company (to the  attention of the  Secretary of the
Company) at its principal executive office and to the Executive at his principal
residence, or to such other address as any party may have furnished to the other
in writing and in accordance herewith, except that notices of changes of address
shall be effective only upon receipt.

     13.   Governing  Law.  The  validity,   interpretation,   construction  and
performance  of this  Agreement  will be governed by and construed in accordance
with the substantive laws of the State of Delaware, without giving effect to the
principles of conflict of laws of such State.

     14. Validity.  If any provision of this Agreement or the application of any
provision hereof to any person or circumstance is held invalid, unenforceable or
otherwise  illegal,  the remainder of this Agreement and the application of such
provision to any other  person or  circumstance  will not be  affected,  and the
provision  so held to be invalid,  unenforceable  or  otherwise  illegal will be
reformed  to  the  extent  (and  only  to  the  extent)  necessary  to  make  it
enforceable, valid or legal.

     15. Miscellaneous.  No provision of this Agreement may be modified,  waived
or  discharged  unless such  waiver,  modification  or discharge is agreed to in
writing  signed by the  Executive  and the  Company.  No waiver by either  party
hereto at any time of any breach by the other party  hereto or  compliance  with
any condition or provision of this Agreement to be performed by such other party
will be deemed a waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time. No agreements or representations,  oral
or  otherwise,  expressed or implied with respect to the subject  matter  hereof
have  been  made by  either  party  that  are not set  forth  expressly  in this
Agreement.  References to Sections are to Sections of this Agreement. References
to Paragraphs are to Paragraphs of an Annex to this Agreement.  Any reference in
this Agreement to a provision of a statute, rule or regulation will also include
any successor provision thereto.
<PAGE>

     16.  Survival.  Notwithstanding  any  provision  of this  Agreement  to the
contrary, the parties' respective rights and obligations under Sections 3(c), 4,
5, 7 and 8 will survive any  termination  or expiration of this Agreement or the
termination of the Executive's  employment following a Change in Control for any
reason whatsoever.

     17.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same agreement.


<PAGE>


     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed and delivered as of the date first above written.

                                      ALBERTSONS, INC.



                                      By:  _____________________________________
                                                      [Name and Title]



                                           _____________________________________
                                                         [Executive]


<PAGE>


                                                                         Annex A

                             Severance Compensation


     (1) A lump sum  payment  in an amount  equal to three  times the sum of (A)
Base Pay (at the highest rate in effect for any period  within three years prior
to the  Termination  Date),  plus (B)  Incentive  Pay (in an amount equal to the
product of the target award percentage  under the applicable  Incentive Pay plan
or program  in effect  immediately  prior to the  Change in  Control  or, if the
applicable  Incentive Pay plan or program does not specify such percentage,  the
target  percentage that would be applicable  immediately  prior to the Change in
Control based upon the Executive's  salary grade, job  classification and title,
in either event, multiplied by Base Pay).

     (2)  For  a  period  of 36  months  following  the  Termination  Date  (the
"Continuation  Period"),  the Company will arrange to provide the Executive with
Welfare Benefits substantially similar to those that the Executive was receiving
or  entitled  to  receive  immediately  prior to the  Termination  Date (or,  if
greater, immediately prior to the reduction, termination, or denial described in
Section  1(h)(ii)).  If and to the extent  that any  benefit  described  in this
Paragraph 2 is not or cannot be paid or provided under any policy, plan, program
or  arrangement of the Company or any  Subsidiary,  as the case may be, then the
Company  will  itself  pay or provide  for the  payment  to the  Executive,  his
dependents and beneficiaries,  of such Employee Benefits along with, in the case
of any benefit  described in this Paragraph 2 which is subject to tax because it
is not or cannot be paid or provided  under any such  policy,  plan,  program or
arrangement  of the Company or any  Subsidiary,  an additional  amount such that
after payment by the Executive, or his dependents or beneficiaries,  as the case
may be, of all taxes so imposed,  the recipient  retains an amount equal to such
taxes.  Notwithstanding the foregoing,  or any other provision of the Agreement,
for purposes of  determining  the period of  continuation  coverage to which the
Executive or any of his dependents is entitled  pursuant to Section 4980B of the
Code under the  Company's  medical,  dental and other  group  health  plans,  or
successor plans, the Executive's  "qualifying  event" will be the termination of
the  Continuation  Period and the Executive  will be considered to have remained
actively employed on a full-time basis through that date. Further,  for purposes
of the  immediately  preceding  sentence and for any other  purpose,  including,
without  limitation,  the  calculation  of  service  or  age  to  determine  the
Executive's  eligibility for benefits under any retiree medical benefits or life
insurance  plan or policy,  the  Executive  shall be considered to have remained
actively   employed  on  a  full-time  basis  through  the  termination  of  the
Continuation  Period.  Without  otherwise  limiting  the  purposes  or effect of
Section 5 or this  Paragraph 2, Employee  Benefits  otherwise  receivable by the
Executive  pursuant to this Paragraph 2 will be reduced to the extent comparable
welfare  benefits are actually  received by the Executive from another  employer
during the Continuation  Period following the Executive's  Termination Date, and
any such benefits  actually  received by the  Executive  will be reported by the
Executive to the Company.

     (3)  Outplacement  services  by a firm  selected by the  Executive,  at the
expense of the Company in an amount up to $50,000.

     (4)  Reimbursement  for relocation  expenses on a basis consistent with the
Company's practices for senior executives, in an amount up to $100,000; provided
such  executive was relocated at the request of the Company  (including  but not
limited  to as a  result  of  initial  hire)  within  five  years  of his or her
Termination Date.

<PAGE>



                                                                         Annex B

                    Excise Tax Gross-Up Procedural Provisions


     (1) Subject to the provisions of Paragraph 5, all  determinations  required
to be made  under  Section 5 and Annex B,  including  whether  an Excise  Tax is
payable  by the  Executive  and the  amount  of such  Excise  Tax and  whether a
Gross-Up  Payment is required to be paid by the Company to the Executive and the
amount of such Gross-Up Payment, if any, will be made by a nationally recognized
accounting firm or benefits  consulting  firm (the "National  Firm") selected by
the Executive in his sole  discretion.  The  Executive  will direct the National
Firm to submit its  determination and detailed  supporting  calculations to both
the Company and the  Executive  within 30  calendar  days after the  Termination
Date, if applicable, and any such other time or times as may be requested by the
Company or the Executive. If the National Firm determines that any Excise Tax is
payable by the Executive,  the Company will pay the required Gross-Up Payment to
the Executive within five business days after receipt of such  determination and
calculations with respect to any Payment to the Executive.  If the National Firm
determines  that no Excise Tax is payable by the  Executive  with respect to any
material benefit or amount (or portion thereof), it will, at the same time as it
makes such determination,  furnish the Company and the Executive with an opinion
that the Executive has substantial authority not to report any Excise Tax on his
federal,  state or local income or other tax return with respect to such benefit
or amount.  As a result of the uncertainty in the application of Section 4999 of
the Code and the possibility of similar uncertainty  regarding  applicable state
or  local  tax  law at  the  time  of any  determination  by the  National  Firm
hereunder, it is possible that Gross-Up Payments that will not have been made by
the  Company  should  have been made (an  "Underpayment"),  consistent  with the
calculations  required  to be made  hereunder.  In the  event  that the  Company
exhausts  or fails to  pursue  its  remedies  pursuant  to  Paragraph  5 and the
Executive  thereafter  is  required  to make a payment  of any Excise  Tax,  the
Executive  will  direct  the  National  Firm  to  determine  the  amount  of the
Underpayment  that has  occurred  and to submit its  determination  and detailed
supporting  calculations  to both the Company and the  Executive  as promptly as
possible.  Any such Underpayment will be promptly paid by the Company to, or for
the benefit of, the  Executive  within five  business days after receipt of such
determination and calculations.

     (2) The Company and the  Executive  will each  provide  the  National  Firm
access to and copies of any books,  records and  documents in the  possession of
the Company or the Executive,  as the case may be,  reasonably  requested by the
National Firm, and otherwise cooperate with the National Firm in connection with
the preparation and issuance of the determinations and calculations contemplated
by Paragraph 1. Any  determination  by the National Firm as to the amount of the
Gross-Up Payment will be binding upon the Company and the Executive.

     (3) The federal,  state and local income or other tax returns  filed by the
Executive   will  be  prepared  and  filed  on  a  consistent   basis  with  the
determination of the National Firm with respect to the Excise Tax payable by the
Executive.  The Executive  will report and make proper  payment of the amount of
any Excise Tax, and at the request of the  Company,  provide to the Company true
and correct  copies (with any  amendments)  of his federal  income tax return as
filed with the Internal  Revenue Service and  corresponding  state and local tax
returns,  if relevant,  as filed with the applicable taxing authority,  and such
other documents reasonably requested by the Company, evidencing such payment. If
prior  to  the  filing  of  the  Executive's   federal  income  tax  return,  or
corresponding  state or  local  tax  return,  if  relevant,  the  National  Firm
determines  that the  amount of the  Gross-Up  Payment  should be  reduced,  the
Executive  will within five  business days pay to the Company the amount of such
reduction.
<PAGE>

     (4) The  fees  and  expenses  of the  National  Firm  for its  services  in
connection with the determinations and calculations  contemplated by Paragraph 1
will be borne by the Company.  If such fees and expenses are  initially  paid by
the Executive,  the Company will reimburse the Executive the full amount of such
fees and expenses  within five business days after receipt from the Executive of
a statement therefor and reasonable evidence of his payment thereof.

     (5) The  Executive  will  notify the Company in writing of any claim by the
Internal  Revenue  Service or any other taxing  authority  that, if  successful,
would  require  the  payment  by  the  Company  of  a  Gross-Up  Payment.   Such
notification  will be given as  promptly  as  practicable  but no later  than 10
business days after the Executive actually receives notice of such claim and the
Executive  will further  apprise the Company of the nature of such claim and the
date on which such claim is  requested  to be paid (in each case,  to the extent
known by the  Executive).  The  Executive  will not pay such claim  prior to the
expiration of the  30-calendar-day  period  following the date on which he gives
such notice to the  Company or, if earlier,  the date that any payment of amount
with  respect to such claim is due. If the Company  notifies  the  Executive  in
writing  prior to the  expiration of such period that it desires to contest such
claim, the Executive will:

         (A) provide the Company  with any written  records or  documents in his
possession relating to such claim reasonably requested by the Company;

         (B) take such action in connection  with  contesting  such claim as the
Company  reasonably  requests in writing  from time to time,  including  without
limitation  accepting  legal  representation  with  respect  to such claim by an
attorney  competent in respect of the subject matter and reasonably  selected by
the Company;

         (C) cooperate  with the Company in good faith in order  effectively  to
contest such claim; and

         (D) permit the Company to  participate in any  proceedings  relating to
such claim;
<PAGE>

provided,  however,  that the Company  will bear and pay  directly all costs and
expenses  (including  interest and penalties)  incurred in connection  with such
contest and will  indemnify  and hold  harmless the  Executive,  on an after-tax
basis, for and against any Excise Tax or income or other tax, including interest
and penalties with respect thereto,  imposed as a result of such  representation
and payment of costs and expenses.  Without limiting the foregoing provisions of
this Paragraph 5, the Company will control all  proceedings  taken in connection
with the contest of any claim  contemplated by this Paragraph 5 and, at its sole
option,  may pursue or forego any and all administrative  appeals,  proceedings,
hearings  and  conferences  with the taxing  authority  in respect of such claim
(provided,  however,  that the Executive may participate therein at his own cost
and expense) and may, at its option,  either direct the Executive to pay the tax
claimed and sue for a refund or contest the claim in any permissible manner, and
the Executive  agrees to prosecute  such contest to a  determination  before any
administrative  tribunal,  in a court of initial jurisdiction and in one or more
appellate  courts, as the Company  determines;  provided,  however,  that if the
Company  directs the Executive to pay the tax claimed and sue for a refund,  the
Company  will  advance  the  amount  of  such  payment  to the  Executive  on an
interest-free  basis and will indemnify and hold the Executive  harmless,  on an
after-tax basis, from any Excise Tax or income or other tax,  including interest
or penalties  with respect  thereto,  imposed with respect to such advance;  and
provided  further,  however,  that any  extension of the statute of  limitations
relating to payment of taxes for the taxable year of the Executive  with respect
to which the  contested  amount is claimed  to be due is limited  solely to such
contested amount. Furthermore, the Company's control of any such contested claim
will be limited to issues  with  respect  to which a Gross-Up  Payment  would be
payable  hereunder and the Executive  will be entitled to settle or contest,  as
the case may be, any other issue raised by the Internal  Revenue  Service or any
other taxing authority.

     (6) If,  after the receipt by the  Executive  of an amount  advanced by the
Company pursuant to Paragraph 5, the Executive  receives any refund with respect
to such claim,  the Executive will (subject to the Company's  complying with the
requirements  of  Paragraph  5)  promptly  pay to the Company the amount of such
refund  (together  with any interest  paid or credited  thereon  after any taxes
applicable  thereto).  If,  after  the  receipt  by the  Executive  of an amount
advanced by the Company  pursuant to Paragraph 5, a  determination  is made that
the  Executive  is not entitled to any refund with respect to such claim and the
Company  does not notify the  Executive in writing of its intent to contest such
denial  or  refund  prior to the  expiration  of 30  calendar  days  after  such
determination, then such advance will be forgiven and will not be required to be
repaid and the amount of any such advance will  offset,  to the extent  thereof,
the  amount  of  Gross-Up  Payment  required  to be paid by the  Company  to the
Executive pursuant to Section 5 and this Annex B.
<PAGE>

     (7)  Notwithstanding  any provision of this Agreement to the contrary,  but
giving  effect  to  any  redetermination  of the  amount  of  Gross-Up  payments
otherwise  required by this Annex B, if (A) but for this  sentence,  the Company
would  be  obligated  to  make a  Gross-Up  Payment  to the  Executive,  (B) the
aggregate "present value" of the "parachute  payments" to be paid or provided to
the Executive  under this Agreement or otherwise does not exceed 1.15 multiplied
by three times the Executive's "base amount," and (C) but for this sentence, the
net after-tax  benefit to the Executive of the Gross-Up Payment would not exceed
$50,000 (taking into account income taxes, employment taxes and any Excise Tax),
then the payments and benefits to be paid or provided  under this Agreement will
be reduced (or repaid to the  Company,  if  previously  paid or provided) to the
minimum  extent  necessary  so that no portion of any  payment or benefit to the
Executive,  as so reduced or repaid,  constitutes an "excess parachute payment."
For purposes of this Paragraph 7, the terms "excess parachute payment," "present
value,"  "parachute  payment," and "base amount" will have the meanings assigned
to them by Section 280G of the Code. The  determination of whether any reduction
in or repayment of such payments or benefits to be provided under this Agreement
is  required  pursuant  to this  Paragraph  7 will be made at the expense of the
Company,  if requested by the  Executive or the Company,  by the National  Firm.
Appropriate adjustments will be made to amounts previously paid to Executive, or
to amounts not paid pursuant to this Paragraph 7, as the case may be, to reflect
properly a subsequent  determination that the Executive owes more or less Excise
Tax than the  amount  previously  determined  to be due.  In the event  that any
payment or benefit  intended to be provided under this Agreement or otherwise is
required to be reduced or repaid  pursuant to this  Paragraph  7, the  Executive
will be entitled to designate the payments  and/or  benefits to be so reduced or
repaid in order to give effect to this Paragraph 7. The Company will provide the
Executive with all information  reasonably  requested by the Executive to permit
the Executive to make such designation. In the event that the Executive fails to
make such  designation  within 10 business days prior to the Termination Date or
other due date, the Company may effect such reduction or repayment in any manner
it deems appropriate.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>abs10q32002exhibit10-44.txt
<DESCRIPTION>CHANGE OF CONTROL SEVERANCE FOR SVP & GVP
<TEXT>
                                                                   Exhibit 10.44


                                ALBERTSON'S, INC.


                      CHANGE OF CONTROL SEVERANCE AGREEMENT

               FOR SENIOR VICE PRESIDENTS AND GROUP VICE PRESIDENTS

         THIS CHANGE OF CONTROL SEVERANCE AGREEMENT (this "Agreement"), dated as
of November 1, 2002,  is made and entered by and  between  Albertsons,  Inc.,  a
Delaware corporation (the "Company"), and _________________ (the "Executive").

                                   WITNESSETH:

         WHEREAS,  the Executive is a key employee of the Company or one or more
of its  Subsidiaries (as defined below) and has made and is expected to continue
to make major  contributions to the short- and long-term  profitability,  growth
and financial strength of the Company;

         WHEREAS,  the Company recognizes that, as is the case for most publicly
held companies, the possibility of a Change in Control (as defined below) exists
and that such  possibility,  and the uncertainty it may create among management,
may result in the  distraction  or departure  of  management  personnel,  to the
detriment of the Company and its stockholders;

         WHEREAS,  the  Company  desires to assure  itself of both  present  and
future  continuity  of  management  and  desires to  establish  certain  minimum
severance  benefits  for  certain  of  its  senior  executives,   including  the
Executive, applicable in the event of a Change in Control; and

         WHEREAS,  the Company  wishes to ensure that its senior  executives are
not unduly  distracted by the  circumstances  attendant to the  possibility of a
Change in Control and to encourage  the continued  attention  and  dedication of
such  executives,  including the Executive,  to their  assigned  duties with the
Company; and

         WHEREAS,  the Company desires to provide additional  inducement for the
Executive to continue to remain in the employ of the Company.

         NOW, THEREFORE, the Company and the Executive agree as follows:

         1.  Certain  Defined  Terms.  In  addition to terms  defined  elsewhere
herein,  the  following  terms  have the  following  meanings  when used in this
Agreement with initial capital letters:

         (a) "Base Pay" means the  Executive's  annual  base  salary  rate as in
effect from time to time.

         (b) "Board" means the Board of Directors of the Company.



<PAGE>


         (c) "Cause" means that,  prior to any  termination  pursuant to Section
3(b), the Executive shall have:

              (i) been  convicted  of a criminal  violation  involving,  in each
     case, fraud,  embezzlement or theft in connection with his duties or in the
     course of his employment with the Company or any Subsidiary;

              (ii)  committed  intentional  wrongful  damage to  property of the
     Company or any Subsidiary; or

              (iii)  committed   intentional   wrongful   disclosure  of  secret
     processes or confidential information of the Company or any Subsidiary.

     and any such act shall have been demonstrably and materially harmful to the
     Company.  For purposes of this  Agreement,  no act or failure to act on the
     part of the Executive shall be deemed "intentional" if it was due primarily
     to an error in judgment or  negligence,  but shall be deemed  "intentional"
     only if done or omitted to be done by the  Executive  not in good faith and
     without  reasonable  belief that the Executive's  action or omission was in
     the best  interest  of the  Company.  Notwithstanding  the  foregoing,  the
     Executive shall not be deemed to have been terminated for "Cause" hereunder
     unless and until there shall have been delivered to the Executive a copy of
     a resolution  duly adopted by the  affirmative  vote of not less than three
     quarters  of the Board then in office at a meeting of the Board  called and
     held for such  purpose,  after  reasonable  notice to the  Executive and an
     opportunity for the Executive,  together with the  Executive's  counsel (if
     the Executive chooses to have counsel present at such meeting), to be heard
     before the Board, finding that, in the good faith opinion of the Board, the
     Executive had committed an act  constituting  "Cause" as herein defined and
     specifying the particulars thereof in detail. Nothing herein will limit the
     right of the  Executive  or his  beneficiaries  to contest the  validity or
     propriety of any such determination.

         (d) "Change in Control" means the occurrence  during the Term of any of
the following events:

              (i) the acquisition by any individual, entity or group (within the
     meaning of Section  13(d)(3) or 14(d)(2) of the Exchange  Act) (a "Person")
     of beneficial ownership (within the meaning of Rule 13d-3 promulgated under
     the  Exchange  Act) of 20% or  more of the  combined  voting  power  of the
     then-outstanding Voting Stock of the Company; provided, however, that:

              (1)  for  purposes  of  this  Section   1(d)(i),   the   following
         acquisitions  shall  not  constitute  a  Change  in  Control:  (A)  any
         acquisition  of Voting Stock of the Company  directly  from the Company
         that is  approved  by a majority of the  Incumbent  Directors,  (B) any
         acquisition  of  Voting  Stock of the  Company  by the  Company  or any
         Subsidiary,  (C) any  acquisition of Voting Stock of the Company by any
         employee benefit plan (or related trust) sponsored or maintained by the
         Company or any  Subsidiary,  and (D) any acquisition of Voting Stock of
         the  Company by any Person  pursuant  to a  Business  Combination  that
         complies with clauses (A), (B) and (C) of Section 1(d)(iii) below;



<PAGE>


              (2) if any Person acquires beneficial  ownership of 20% or more of
         combined  voting  power  of the  then-outstanding  Voting  Stock of the
         Company  as a result of a  transaction  described  in clause  (1)(A) of
         Section 1(d)(i) and such Person thereafter becomes the beneficial owner
         of any additional shares of Voting Stock of the Company representing 1%
         or more of the then-outstanding Voting Stock of the Company, other than
         in an  acquisition  directly  from the  Company  that is  approved by a
         majority  of the  Incumbent  Directors  or other  than as a result of a
         stock  dividend,  stock  split or similar  transaction  effected by the
         Company in which all holders of Voting Stock are treated equally,  such
         subsequent acquisition shall be treated as a Change in Control;

              (3) a Change in Control  will not be deemed to have  occurred if a
         Person acquires beneficial ownership of 20% or more of the Voting Stock
         of the  Company as a result of a  reduction  in the number of shares of
         Voting  Stock of the Company  outstanding  unless and until such Person
         thereafter  becomes the beneficial  owner of any  additional  shares of
         Voting   Stock  of  the  Company   representing   1%  or  more  of  the
         then-outstanding Voting Stock of the Company, other than as a result of
         a stock dividend,  stock split or similar  transaction  effected by the
         Company in which all holders of Voting Stock are treated equally; and

              (4) if at least a majority of the Incumbent Directors determine in
         good faith that a Person has  acquired  beneficial  ownership of 20% or
         more of the Voting Stock of the Company inadvertently,  and such Person
         divests as promptly as  practicable  a  sufficient  number of shares so
         that such Person beneficially owns less than 20% of the Voting Stock of
         the Company,  then no Change in Control shall have occurred as a result
         of such Person's acquisition; or

              (ii) a majority of the Directors are not Incumbent Directors; or

              (iii)   the   consummation   of  a   reorganization,   merger   or
     consolidation,  or sale or other disposition of all or substantially all of
     the  assets  of the  Company  or  the  acquisition  of  assets  of  another
     corporation, or other transaction (each, a "Business Combination"), unless,
     in each case,  immediately  following such Business  Combination (A) all or
     substantially  all of the  individuals and entities who were the beneficial
     owners of Voting Stock of the Company  immediately  prior to such  Business
     Combination beneficially own, directly or indirectly,  more than 60% of the
     combined voting power of the then outstanding shares of Voting Stock of the
     entity  resulting  from  such  Business  Combination  (including,   without
     limitation,  an  entity  which as a  result  of such  transaction  owns the
     Company or all or substantially all of the Company's assets either directly
     or  through  one or more  subsidiaries),  (B) no  Person  (other  than  the
     Company,  such entity  resulting  from such  Business  Combination,  or any
     employee  benefit plan (or related  trust)  sponsored or  maintained by the
     Company,  any  Subsidiary  or such  entity  resulting  from  such  Business
     Combination) beneficially owns, directly or indirectly,  20% or more of the
     combined voting power of the then outstanding shares of Voting Stock of the
     entity  resulting  from  such  Business  Combination,  and  (C) at  least a
     majority of the members of the Board of Directors  of the entity  resulting
     from such Business  Combination were Incumbent Directors at the time of the
     execution of the initial  agreement or of the action of the Board providing
     for such Business Combination; or



<PAGE>


              (iv)  approval  by the  shareholders  of the Company of a complete
     liquidation or dissolution  of the Company,  except  pursuant to a Business
     Combination  that  complies  with  clauses  (A),  (B)  and  (C) of  Section
     1(d)(iii).

         (e) "Employee  Benefits"  means the  perquisites,  benefits and service
credit for benefits as provided under any and all employee retirement income and
Welfare Benefit policies,  plans, programs or arrangements in which Executive is
entitled  to  participate,   including  without  limitation  any  stock  option,
performance  share,   performance  unit,  stock  purchase,  stock  appreciation,
savings, pension,  supplemental executive retirement, or other retirement income
or Welfare Benefit,  deferred  compensation,  incentive  compensation,  group or
other life,  health,  medical/hospital  or other  insurance  (whether  funded by
actual  insurance or self-insured  by the Company or a Subsidiary),  disability,
salary continuation,  expense reimbursement and other employee benefit policies,
plans,  programs or arrangements that may now exist or any equivalent  successor
policies,  plans,  programs or arrangements that may be adopted hereafter by the
Company or a Subsidiary, providing perquisites,  benefits and service credit for
benefits  at  least  as  great  in  the  aggregate  as  are  payable  thereunder
immediately prior to a Change in Control.

         (f)  "Exchange  Act"  means the  Securities  Exchange  Act of 1934,  as
amended.

         (g) "Good Reason" means the  occurrence of one or more of the following
events  (regardless  of whether any other  reason,  other than  Cause,  for such
termination   exists  or  has  occurred,   including  without  limitation  other
employment):

              (i)  Failure to elect or  reelect or  otherwise  to  maintain  the
     Executive in the office or the position,  or a substantially  equivalent or
     better office or position,  of or with the Company  and/or a Subsidiary (or
     any successor thereto by operation of law of or otherwise), as the case may
     be, which the Executive held immediately  prior to a Change in Control,  or
     the  removal  of the  Executive  as a  Director  of the  Company  and/or  a
     Subsidiary  (or any successor  thereto) if the Executive  shall have been a
     Director of the Company and/or a Subsidiary immediately prior to the Change
     in Control;

              (ii) Failure of the Company to remedy any of the following  within
     10 calendar  days after  receipt by the Company of written  notice  thereof
     from the Executive: (A) A significant adverse change in the nature or scope
     of the authorities, powers, functions,  responsibilities or duties attached
     to the position  with the Company and any  Subsidiary  which the  Executive
     held  immediately  prior to the Change in Control,  (B) a reduction  in the
     Executive's  Base Pay received  from the Company or any  Subsidiary,  (C) a
     reduction in the  Executive's  Incentive Pay as compared with the Incentive
     Pay  most  recently  paid  prior  to the  Change  in  Control,  or (D)  the
     termination or denial of the Executive's  rights to Employee  Benefits or a
     reduction in the scope or value thereof;

              (iii)  The  liquidation,  dissolution,  merger,  consolidation  or
     reorganization  of the Company or the transfer of all or substantially  all
     of its business  and/or  assets,  unless the  successor or  successors  (by
     liquidation, merger, consolidation,  reorganization, transfer or otherwise)
     to which all or  substantially  all of its business and/or assets have been
     transferred  (by  operation  of law or  otherwise)  assumed  all duties and
     obligations of the Company under this Agreement pursuant to Section 11(a);



<PAGE>




              (iv) The Company  requires  the  Executive  to have his  principal
     location of work changed to any location that is in excess of 50 miles from
     the  location  thereof  immediately  prior to the  Change  in  Control,  or
     requires  the  Executive  to travel  away from his  office in the course of
     discharging his  responsibilities or duties hereunder at least 20% more (in
     terms of  aggregate  days in any calendar  year or in any calendar  quarter
     when  annualized  for  purposes of  comparison  to any prior year) than was
     required of Executive in any of the three full years  immediately  prior to
     the Change in Control  without,  in either case, his prior written consent;
     or

              (v) Without  limiting the  generality or effect of the  foregoing,
     any  material  breach of this  Agreement  by the  Company or any  successor
     thereto which is not remedied by the Company  within 10 calendar days after
     receipt by the Company of written notice from the Executive of such breach.

         (h) "Incentive  Pay" means an annual bonus,  incentive or other payment
of  compensation,  in  addition  to Base  Pay,  made or to be made in  regard to
services rendered in any year or other period pursuant to any bonus,  incentive,
profit-sharing,  performance,  discretionary pay or similar  agreement,  policy,
plan,  program  or  arrangement  (whether  or not  funded)  of the  Company or a
Subsidiary, or any successor thereto. "Incentive Pay" does not include any stock
option,  stock appreciation,  stock purchase,  restricted stock or similar plan,
program,  arrangement  or grant,  whether or not provided  under an  arrangement
described in the preceding sentence.

         (i) "Incumbent  Directors"  means the  individuals  who, as of the date
hereof,  are  Directors  of the Company and any  individual  becoming a Director
subsequent  to the date hereof whose  election,  nomination  for election by the
Company's  shareholders,  or  appointment,  was  approved  by a vote of at least
two-thirds  of the then  Incumbent  Directors  (either by a specific  vote or by
approval of the proxy  statement of the Company in which such person is named as
a  nominee  for  director,  without  objection  to such  nomination);  provided,
however,  that  an  individual  shall  not  be an  Incumbent  Director  if  such
individual's  election  or  appointment  to the  Board  occurs as a result of an
actual or threatened  election  contest (as  described in Rule  14a-12(c) of the
Exchange  Act) with  respect to the  election or removal of  Directors  or other
actual or  threatened  solicitation  of proxies or consents by or on behalf of a
Person other than the Board.

         (j) "Retirement  Plans" means the benefit plans of the Company that are
intended to be qualified  under Section  401(a) of the Internal  Revenue Code of
1986, as amended (the "Code") and any supplemental  executive retirement benefit
plan or any other  plan  that is a  successor  thereto  if the  Executive  was a
participant in such Retirement Plan on the date of the Change in Control.

         (k) "Severance  Period" means the period of time commencing on the date
of the first  occurrence of a Change in Control and continuing until the earlier
of (i) the second  anniversary  of the  occurrence of the Change in Control,  or
(ii)  the  Executive's  death;  provided,   however,  that  commencing  on  each
anniversary of the Change in Control, the Severance Period will automatically be
extended for an additional year unless, not later than 90 calendar days prior to
such  anniversary  date,  either the Company or the  Executive  shall have given
written notice to the other that the Severance Period is not to be so extended.
<PAGE>

         (l)  "Subsidiary"  means an  entity in which the  Company  directly  or
indirectly beneficially owns 50% or more of the outstanding Voting Stock.

         (m)  "Term"  means the  period  commencing  as of the date  hereof  and
expiring on the close of business on December 31, 2005; provided,  however, that
(i)  commencing  on January 1, 2004 and each January 1  thereafter,  the term of
this Agreement will automatically be extended for an additional year unless, not
later than September 30 of the  immediately  preceding  year, the Company or the
Executive shall have given notice that it or the Executive,  as the case may be,
does not wish to have the Term  extended;  (ii) if a Change  in  Control  occurs
during the Term,  the Term shall expire and this Agreement will terminate on the
last day of the Severance  Period;  and (iii) subject to Section 3(c), if, prior
to a Change in Control, the Executive ceases for any reason to be an employee of
the Company or any Subsidiary (including  termination arising in connection with
the Company  ceasing to  beneficially  own 50% or more of the Voting  Stock of a
Subsidiary),  or ceases to be an employee at a level  previously  designated for
the benefits set forth in Annex A hereto,  thereupon  without further action the
Term  shall be  deemed  to have  expired  and this  Agreement  will  immediately
terminate and be of no further  effect.  For purposes of this Section 1(n),  the
Executive  shall not be deemed to have  ceased to be an  employee of the Company
and any Subsidiary by reason of the transfer of Executive's  employment  between
the Company and any Subsidiary, or among any Subsidiaries.

         (n)  "Termination  Date"  means  the  date  on  which  the  Executive's
employment  is  terminated  (the  effective  date of which  shall be the date of
termination,  or such other date that may be specified  by the  Executive if the
termination is pursuant to Section 3(b)).

         (o) "Voting Stock" means  securities  entitled to vote generally in the
election of directors.

         (p) "Welfare  Benefits" means Employee Benefits that are provided under
any  "welfare  plan"  (within  the  meaning  of  Section  3(1)  of the  Employee
Retirement Income Security Act of 1974, as amended) of the Company.

     2.  Operation of Agreement.  This  Agreement  will be effective and binding
immediately upon its execution,  but, anything in this Agreement to the contrary
notwithstanding,  except as provided in Section 3(c), this Agreement will not be
operative unless and until a Change in Control occurs.  Upon the occurrence of a
Change in Control at any time  during the Term,  without  further  action,  this
Agreement will become immediately operative.

     3.  Termination  Following  a Change  in  Control.  (a) In the event of the
occurrence of a Change in Control, the Executive's  employment may be terminated
by the Company or a Subsidiary  during the  Severance  Period and the  Executive
will be entitled to the benefits  provided by Section 4 unless such  termination
is the result of the occurrence of one or more of the following events:

              (i) The Executive's death;



<PAGE>


              (ii) If the  Executive  becomes  permanently  disabled  within the
     meaning of, and begins actually to receive disability benefits pursuant to,
     the long-term  disability  plan in effect for, or applicable to,  Executive
     immediately prior to the Change in Control; or

              (iii) Cause.

If, during the Severance Period, the Executive's employment is terminated by the
Company or any Subsidiary  other than pursuant to Section  3(a)(i),  3(a)(ii) or
3(a)(iii), the Executive will be entitled to the benefits provided by Section 4.

         (b)  In the  event  of the  occurrence  of a  Change  in  Control,  the
Executive may terminate  employment  with the Company and any Subsidiary  during
the Severance Period for Good Reason with the right to severance compensation as
provided in Section 4.

         (c) Anything in this  Agreement to the contrary  notwithstanding,  if a
Change in Control  occurs and not more than twelve  months  prior to the date on
which the Change in Control occurs, the Executive's  employment with the Company
ceases at the  previously  designated  level or is terminated by the Company (or
the Executive  terminates  his  employment  for Good Reason),  such cessation or
termination  of employment  will be deemed to be a cessation or  termination  of
employment  after a Change in Control  for  purposes  of this  Agreement  if the
Executive has  reasonably  demonstrated  that such  cessation or  termination of
employment  (i)  was at the  request  of a  third  party  who  has  taken  steps
reasonably  calculated to effect a Change in Control, or (ii) otherwise arose in
connection with or in anticipation of a Change in Control.

         (d) A  termination  by the Company  pursuant to Section  3(a) or by the
Executive pursuant to Section 3(b) will not affect any rights that the Executive
may have pursuant to any agreement,  policy, plan, program or arrangement of the
Company  or  Subsidiary  providing  Employee  Benefits,  which  rights  shall be
governed by the terms thereof,  except for any rights to severance  compensation
to which  Executive may be entitled  upon  termination  of employment  under any
severance or employment  agreement  between the Company and the Executive  which
rights, to the extent not greater than those provided by this Agreement,  shall,
during the Severance Period, be superseded by this Agreement.

     4. Severance Compensation.  (a) If, following the occurrence of a Change in
Control, the Company or Subsidiary terminates the Executive's  employment during
the  Severance  Period  other than  pursuant  to Section  3(a)(i),  3(a)(ii)  or
3(a)(iii),  or if the Executive  terminates his  employment  pursuant to Section
3(b),  provided that the Executive executes a release  substantially in the form
rendered by senior executives of the Company prior to the Change in Control. The
Company will pay to the Executive  the amounts  described in Annex A within five
business  days after the  Termination  Date and will  continue to provide to the
Executive the benefits described on Annex A for the periods described therein.

         (b) Without  limiting the rights of the  Executive at law or in equity,
if the Company  fails to make any payment or provide any benefit  required to be
made or provided  hereunder on a timely basis,  the Company will pay interest on
the  amount or value  thereof at an  annualized  rate of  interest  equal to the
"prime  rate" as set forth from time to time during the  relevant  period in The
Wall Street Journal "Money Rates" column, plus 2%. Such interest will be payable
as it accrues on demand.  Any change in such prime rate will be effective on and
as of the date of such change.



<PAGE>


         (c)  Unless  otherwise  expressly  provided  by the  applicable  annual
incentive  compensation  plan or program,  after the  occurrence  of a Change in
Control,  the Company will pay in cash to the  Executive a lump sum amount equal
to the value of the  Executive's  annual bonus for the  performance  period that
includes  the date on which the Change in  Control  occurred,  disregarding  any
applicable vesting requirements;  provided that such amount will be equal to the
product of the target award  percentage  under the applicable  annual  incentive
plan or program in effect  immediately prior to the Change in Control times Base
Pay, but prorated to base payment only on the portion of the Executive's service
that had elapsed during the applicable  performance period through the Change in
Control. Such payment will be made within five business days after the Change in
Control.

     5.  Limitation on Payments and Benefits.  Notwithstanding  any provision of
this Agreement to the contrary,  if any amount or benefit to be paid or provided
under this Agreement would be an "Excess Parachute  Payment," within the meaning
of Section 280G of the Code, but for the application of this sentence,  then the
payments  and  benefits  to be paid or  provided  under this  Agreement  will be
reduced to the minimum  extent  necessary (but in no event to less than zero) so
that no portion of any such payment or benefit,  as so reduced,  constitutes  an
Excess Parachute Payment;  provided,  however, that the foregoing reduction will
be made  only if and to the  extent  that  such  reduction  would  result  in an
increase in the aggregate payment and benefits to be provided,  determined on an
after-tax basis (taking into account the excise tax imposed  pursuant to Section
4999 of the Code, any tax imposed by any comparable  provision of state law, and
any applicable  federal,  state and local income and employment taxes).  Whether
requested  by the  Executive or the Company,  the  determination  of whether any
reduction in such  payments or benefits to be provided  under this  Agreement or
otherwise is required  pursuant to the  preceding  sentence  will be made at the
expense of the Company by the Company's independent  accountants in effect prior
to the Change in  Control.  The fact that the  Executive's  right to payments or
benefits may be reduced by reason of the limitations contained in this Section 5
will not of itself limit or otherwise  affect any other rights of the  Executive
other than pursuant to this Agreement.  In the event that any payment or benefit
intended to be provided  under this  Agreement  or  otherwise  is required to be
reduced  pursuant to this Section 5, the Executive will be entitled to designate
the  payments  and/or  benefits to be so reduced in order to give effect to this
Section  5.  The  Company  will  provide  the  Executive  with  all  information
reasonably  requested  by the  Executive  to permit the  Executive  to make such
designation.  In the event  that the  Executive  fails to make such  designation
within 10 business  days of the  Termination  Date,  the Company may effect such
reduction in any manner it deems appropriate.

     6. No Mitigation  Obligation.  The Company hereby acknowledges that it will
be  difficult  and may be  impossible  for  the  Executive  to  find  reasonably
comparable employment following the Termination Date.  Accordingly,  the payment
of the severance compensation by the Company to the Executive in accordance with
the  terms  of this  Agreement  is  hereby  acknowledged  by the  Company  to be
reasonable, and the Executive will not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or otherwise,
nor  will any  profits,  income,  earnings  or other  benefits  from any  source
whatsoever create any mitigation,  offset,  reduction or any other obligation on
the part of the Executive  hereunder or otherwise,  except as expressly provided
in the last sentence of Paragraph 2 of Annex A.



<PAGE>


     7.  Legal  Fees and  Expenses.  It is the  intent of the  Company  that the
Executive  not be  required  to  incur  legal  fees  and  the  related  expenses
associated with the interpretation, enforcement or defense of Executive's rights
under this  Agreement by  litigation  or otherwise  because the cost and expense
thereof would substantially detract from the benefits intended to be extended to
the Executive hereunder.  Accordingly, if it should appear to the Executive that
the  Company  has  failed  to  comply  with any of its  obligations  under  this
Agreement  or in the  event  that  the  Company  or any  other  person  takes or
threatens to take any action to declare this Agreement void or unenforceable, or
institutes any litigation or other action or proceeding  designed to deny, or to
recover from, the Executive the benefits  provided or intended to be provided to
the Executive hereunder,  the Company irrevocably  authorizes the Executive from
time to time to retain  counsel of  Executive's  choice,  at the  expense of the
Company  as  hereafter  provided,  to advise  and  represent  the  Executive  in
connection  with any such  interpretation,  enforcement  or  defense,  including
without  limitation  the  initiation or defense of any litigation or other legal
action in regard  thereto,  whether by or against the  Company or any  Director,
officer,  stockholder  or  other  person  affiliated  with the  Company,  in any
jurisdiction. Notwithstanding any existing or prior attorney-client relationship
between the Company and such counsel,  the Company  irrevocably  consents to the
Executive's entering into an attorney-client relationship with such counsel, and
in that  connection  the Company  and the  Executive  agree that a  confidential
relationship will exist between the Executive and such counsel.  Without respect
to whether the Executive  prevails,  in whole or in part, in connection with any
of the foregoing, the Company will pay and be solely financially responsible for
any and all attorneys'  and related fees and expenses  incurred by the Executive
in  connection  with any of the  foregoing;  provided  that,  in  regard to such
matters,  the Executive has not acted in bad faith or with no colorable claim of
success.  Such payments will be made within five business days after delivery of
the Executive's  written  requests for payment,  accompanied by such evidence of
fees and expenses incurred as the Company may reasonably require.

     8. Confidentiality; Nonsolicitation; Nondisparagement.

         (a)  During the Term,  the  Company  agrees  that it will  disclose  to
Executive  its  confidential  or  proprietary  information  (as  defined in this
Section 8(a)) to the extent necessary for Executive to carry out his obligations
to the Company.  The  Executive  hereby  covenants  and agrees that he will not,
without the prior written consent of the Company,  during the Term or thereafter
disclose to any person not employed by the Company,  or use in  connection  with
engaging in  competition  with the  Company,  any  confidential  or  proprietary
information  of  the  Company.   For  purposes  of  this  Agreement,   the  term
"confidential  or proprietary  information"  will include all information of any
nature  and in any form that is owned by the  Company  and that is not  publicly
available  (other than by Executive's  breach of this Section 8(a)) or generally
known to  persons  engaged  in  businesses  similar  or  related to those of the
Company.   Confidential  or  proprietary   information  will  include,   without
limitation,  the Company's  financial matters,  customers,  employees,  industry
contracts,  strategic business plans,  product development (or other proprietary
product data),  marketing plans, and all other secrets and all other information
of a  confidential  or  proprietary  nature.  For purposes of the  preceding two
sentences,  the term "Company"  will also include any Subsidiary  (collectively,
the "Restricted Group"). The foregoing  obligations imposed by this Section 8(a)
will not apply (i) during the Term, in the course of the business of and for the
benefit of the Company, (ii) if such confidential or proprietary information has
become,  through  no fault of the  Executive,  generally  known to the public or
(iii) if the Executive is required by law to make  disclosure  (after giving the
Company notice and an opportunity to contest such requirement).

         (b) The Executive  hereby covenants and agrees that during the Term and
for one year thereafter Executive will not, without the prior written consent of
the Company, on behalf of Executive or on behalf of any person, firm or company,
directly or indirectly,  attempt to influence, persuade or induce, or assist any
other person in so persuading or inducing,  any employee of the Restricted Group
to give up, or to not commence,  employment or a business  relationship with the
Restricted Group.

         (c) The Executive  hereby  covenants and agrees that the Executive will
not  make,  publish  or cause to be made or  published  any  public  or  private
statement  disparaging the Company or its present or former officers,  directors
or employees.

         (d) Executive  and the Company  agree that the  covenants  contained in
this Section 8 are reasonable under the circumstances, and further agree that if
in the opinion of any court of competent  jurisdiction  any such covenant is not
reasonable in any respect,  such court will have the right,  power and authority
to excise or modify any  provision  or  provisions  of such  covenants as to the
court will appear not  reasonable  and to enforce the remainder of the covenants
as so  amended.  Executive  acknowledges  and  agrees  that  the  remedy  at law
available to the Company for breach of any of his obligations under this Section
8 would be  inadequate  and that  damages  flowing  from  such a breach  may not
readily  be  susceptible  to being  measured  in  monetary  terms.  Accordingly,
Executive  acknowledges,  consents  and agrees  that,  in  addition to any other
rights or  remedies  that the  Company  may have at law, in equity or under this
Agreement,  upon adequate  proof of his violation of any such  provision of this
Agreement,  the Company will be entitled to immediate  injunctive relief and may
obtain a temporary order  restraining any threatened or further breach,  without
the necessity of proof of actual damage.

     9. Employment  Rights.  Nothing expressed or implied in this Agreement will
create any right or duty on the part of the Company or the Executive to have the
Executive  remain in the employment of the Company or any Subsidiary prior to or
following any Change in Control.

     10. Withholding of Taxes. The Company may withhold from any amounts payable
under this Agreement all federal,  state,  city or other taxes as the Company is
required to withhold pursuant to any applicable law, regulation or ruling.

     11.  Successors  and Binding  Agreement.  (a) The Company  will require any
successor  (whether  direct or  indirect,  by purchase,  merger,  consolidation,
reorganization  or  otherwise)  to all or  substantially  all of the business or
assets  of  the  Company,   by  agreement  in  form  and  substance   reasonably
satisfactory  to the  Executive,  expressly  to assume and agree to perform this
Agreement  in the  same  manner  and to the same  extent  the  Company  would be
required to perform if no such  succession had taken place.  This Agreement will
be binding upon and inure to the benefit of the Company and any successor to the
Company,   including  without  limitation  any  persons  acquiring  directly  or
indirectly  all or  substantially  all of the  business or assets of the Company
whether by purchase,  merger,  consolidation,  reorganization  or otherwise (and
such successor shall thereafter be deemed the "Company" for the purposes of this
Agreement),  but will not otherwise be assignable,  transferable or delegable by
the Company.



<PAGE>


         (b) This  Agreement  will inure to the benefit of and be enforceable by
the Executive's personal or legal  representatives,  executors,  administrators,
successors, heirs, distributees and legatees.

         (c) This  Agreement  is  personal  in nature and neither of the parties
hereto will, without the consent of the other, assign, transfer or delegate this
Agreement or any rights or obligations hereunder except as expressly provided in
Sections  11(a) and 11(b).  Without  limiting  the  generality  or effect of the
foregoing,  the  Executive's  right to receive  payments  hereunder  will not be
assignable, transferable or delegable, whether by pledge, creation of a security
interest,  or otherwise,  other than by a transfer by Executive's will or by the
laws of descent and distribution  and, in the event of any attempted  assignment
or transfer  contrary to this Section 11(c),  the Company will have no liability
to pay any amount so attempted to be assigned, transferred or delegated.

     12.  Notices.  For all  purposes  of this  Agreement,  all  communications,
including without limitation notices, consents, requests or approvals,  required
or permitted to be given hereunder will be in writing and will be deemed to have
been duly  given when hand  delivered  or  dispatched  by  electronic  facsimile
transmission  (with receipt  thereof  orally  confirmed),  or five business days
after having been mailed by United States  registered or certified mail,  return
receipt  requested,  postage  prepaid,  or three business days after having been
sent by a nationally recognized overnight courier service such as FedEx, UPS, or
Purolator,  addressed to the Company (to the  attention of the  Secretary of the
Company) at its principal executive office and to the Executive at his principal
residence, or to such other address as any party may have furnished to the other
in writing and in accordance herewith, except that notices of changes of address
shall be effective only upon receipt.

     13.   Governing  Law.  The  validity,   interpretation,   construction  and
performance  of this  Agreement  will be governed by and construed in accordance
with the substantive laws of the State of Delaware, without giving effect to the
principles of conflict of laws of such State.

     14. Validity.  If any provision of this Agreement or the application of any
provision hereof to any person or circumstance is held invalid, unenforceable or
otherwise  illegal,  the remainder of this Agreement and the application of such
provision to any other  person or  circumstance  will not be  affected,  and the
provision  so held to be invalid,  unenforceable  or  otherwise  illegal will be
reformed  to  the  extent  (and  only  to  the  extent)  necessary  to  make  it
enforceable, valid or legal.

     15. Miscellaneous.  No provision of this Agreement may be modified,  waived
or  discharged  unless such  waiver,  modification  or discharge is agreed to in
writing  signed by the  Executive  and the  Company.  No waiver by either  party
hereto at any time of any breach by the other party  hereto or  compliance  with
any condition or provision of this Agreement to be performed by such other party
will be deemed a waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time. No agreements or representations,  oral
or  otherwise,  expressed or implied with respect to the subject  matter  hereof
have  been  made by  either  party  that  are not set  forth  expressly  in this
Agreement.  References to Sections are to Sections of this Agreement. References
to Paragraphs are to Paragraphs of an Annex to this Agreement.  Any reference in
this Agreement to a provision of a statute, rule or regulation will also include
any successor provision thereto.

     16.  Survival.  Notwithstanding  any  provision  of this  Agreement  to the
contrary, the parties' respective rights and obligations under Sections 3(c), 4,
5, 7 and 8 will survive any  termination  or expiration of this Agreement or the
termination of the Executive's  employment following a Change in Control for any
reason whatsoever.

     17.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same agreement.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.


                                        ALBERTSONS, INC.




                                        By:  ___________________________________
                                                    [Name and Title]




                                             ___________________________________
                                                    [Executive]

<PAGE>



                                                                         Annex A

                             Severance Compensation


     (1) A lump sum payment in an amount  equal to two times the sum of (A) Base
Pay (at the highest  rate in effect for any period  within  three years prior to
the Termination Date), plus (B) Incentive Pay (in an amount equal to the product
of the  target  award  percentage  under the  applicable  Incentive  Pay plan or
program in effect immediately prior to the Change in Control times Base Pay).

     (2)  For  a  period  of 24  months  following  the  Termination  Date  (the
"Continuation  Period"),  the Company will arrange to provide the Executive with
Welfare Benefits substantially similar to those that the Executive was receiving
or  entitled  to  receive  immediately  prior to the  Termination  Date (or,  if
greater, immediately prior to the reduction, termination, or denial described in
Section  1(g)(ii)).  If and to the extent  that any  benefit  described  in this
Paragraph 2 is not or cannot be paid or provided under any policy, plan, program
or  arrangement of the Company or any  Subsidiary,  as the case may be, then the
Company  will  itself  pay or provide  for the  payment  to the  Executive,  his
dependents and beneficiaries,  of such Employee Benefits along with, in the case
of any benefit  described in this Paragraph 2 which is subject to tax because it
is not or cannot be paid or provided  under any such  policy,  plan,  program or
arrangement  of the Company or any  Subsidiary,  an additional  amount such that
after payment by the Executive, or his dependents or beneficiaries,  as the case
may be, of all taxes so imposed,  the recipient  retains an amount equal to such
taxes.  Notwithstanding the foregoing,  or any other provision of the Agreement,
for purposes of  determining  the period of  continuation  coverage to which the
Executive or any of his dependents is entitled  pursuant to Section 4980B of the
Code under the  Company's  medical,  dental and other  group  health  plans,  or
successor plans, the Executive's  "qualifying  event" will be the termination of
the  Continuation  Period and the Executive  will be considered to have remained
actively employed on a full-time basis through that date. Further,  for purposes
of the  immediately  preceding  sentence and for any other  purpose,  including,
without  limitation,  the  calculation  of  service  or  age  to  determine  the
Executive's  eligibility for benefits under any retiree medical benefits or life
insurance  plan or policy,  the  Executive  shall be considered to have remained
actively   employed  on  a  full-time  basis  through  the  termination  of  the
Continuation  Period.  Without  otherwise  limiting  the  purposes  or effect of
Section 5 or this  Paragraph 2, Employee  Benefits  otherwise  receivable by the
Executive  pursuant to this Paragraph 2 will be reduced to the extent comparable
welfare  benefits are actually  received by the Executive from another  employer
during the Continuation  Period following the Executive's  Termination Date, and
any such benefits  actually  received by the  Executive  will be reported by the
Executive to the Company.

     (3)  Outplacement  services  by a firm  selected by the  Executive,  at the
expense of the Company in an amount up to $10,000.

     (4)  Reimbursement  for relocation  expenses on a basis consistent with the
Company's practices for senior executives,  in an amount up to $50,000; provided
such  executive was relocated at the request of the Company  (including  but not
limited  to as a  result  of  initial  hire)  within  five  years  of his or her
Termination Date.



                                      A-1



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>abs10q32002exhibit10-45.txt
<DESCRIPTION>CHANGE OF CONTROL SEVERANCE FOR VP
<TEXT>
                                                                   Exhibit 10.45


                                ALBERTSON'S, INC.

                      CHANGE OF CONTROL SEVERANCE AGREEMENT

                               FOR VICE PRESIDENTS


     THIS CHANGE OF CONTROL SEVERANCE AGREEMENT (this "Agreement"),  dated as of
November  1,  2002,  is made and  entered by and  between  Albertsons,  Inc.,  a
Delaware corporation (the "Company"), and _________________ (the "Executive").

                                   WITNESSETH:

     WHEREAS,  the  Executive is a key employee of the Company or one or more of
its  Subsidiaries (as defined below) and has made and is expected to continue to
make major contributions to the short- and long-term  profitability,  growth and
financial strength of the Company;

     WHEREAS, the Company recognizes that, as is the case for most publicly held
companies,  the possibility of a Change in Control (as defined below) exists and
that such possibility,  and the uncertainty it may create among management,  may
result in the distraction or departure of management personnel, to the detriment
of the Company and its stockholders;

     WHEREAS,  the Company  desires to assure  itself of both present and future
continuity  of management  and desires to establish  certain  minimum  severance
benefits  for  certain  of  its  senior  executives,  including  the  Executive,
applicable in the event of a Change in Control; and

     WHEREAS,  the Company  wishes to ensure that its senior  executives are not
unduly distracted by the circumstances  attendant to the possibility of a Change
in Control and to encourage  the  continued  attention  and  dedication  of such
executives,  including the Executive, to their assigned duties with the Company;
and

     WHEREAS,  the  Company  desires to provide  additional  inducement  for the
Executive to continue to remain in the employ of the Company.

     NOW, THEREFORE, the Company and the Executive agree as follows:

     1. Certain  Defined Terms. In addition to terms defined  elsewhere  herein,
the following terms have the following meanings when used in this Agreement with
initial capital letters:

         (a) "Base Pay" means the  Executive's  annual  base  salary  rate as in
effect from time to time.

         (b) "Board" means the Board of Directors of the Company.



<PAGE>


         (c) "Cause" means that,  prior to any  termination  pursuant to Section
3(b), the Executive shall have:

              (i) been  convicted  of a criminal  violation  involving,  in each
     case, fraud,  embezzlement or theft in connection with his duties or in the
     course of his employment with the Company or any Subsidiary;

              (ii)  committed  intentional  wrongful  damage to  property of the
     Company or any Subsidiary; or

              (iii)  committed   intentional   wrongful   disclosure  of  secret
     processes or confidential information of the Company or any Subsidiary. and
     any such act shall have been  demonstrably  and  materially  harmful to the
     Company.  For purposes of this  Agreement,  no act or failure to act on the
     part of the Executive shall be deemed "intentional" if it was due primarily
     to an error in judgment or  negligence,  but shall be deemed  "intentional"
     only if done or omitted to be done by the  Executive  not in good faith and
     without  reasonable  belief that the Executive's  action or omission was in
     the best  interest  of the  Company.  Notwithstanding  the  foregoing,  the
     Executive shall not be deemed to have been terminated for "Cause" hereunder
     unless and until there shall have been delivered to the Executive a copy of
     a resolution  duly adopted by the  affirmative  vote of not less than three
     quarters  of the Board then in office at a meeting of the Board  called and
     held for such  purpose,  after  reasonable  notice to the  Executive and an
     opportunity for the Executive,  together with the  Executive's  counsel (if
     the Executive chooses to have counsel present at such meeting), to be heard
     before the Board, finding that, in the good faith opinion of the Board, the
     Executive had committed an act  constituting  "Cause" as herein defined and
     specifying the particulars thereof in detail. Nothing herein will limit the
     right of the  Executive  or his  beneficiaries  to contest the  validity or
     propriety of any such determination.

         (d) "Change in Control" means the occurrence  during the Term of any of
the following events:

              (i) the acquisition by any individual, entity or group (within the
     meaning of Section  13(d)(3) or 14(d)(2) of the Exchange  Act) (a "Person")
     of beneficial ownership (within the meaning of Rule 13d-3 promulgated under
     the  Exchange  Act) of 20% or  more of the  combined  voting  power  of the
     then-outstanding Voting Stock of the Company; provided, however, that:

              (1)  for  purposes  of  this  Section   1(d)(i),   the   following
         acquisitions  shall  not  constitute  a  Change  in  Control:  (A)  any
         acquisition  of Voting Stock of the Company  directly  from the Company
         that is  approved  by a majority of the  Incumbent  Directors,  (B) any
         acquisition  of  Voting  Stock of the  Company  by the  Company  or any
         Subsidiary,  (C) any  acquisition of Voting Stock of the Company by any
         employee benefit plan (or related trust) sponsored or maintained by the
         Company or any  Subsidiary,  and (D) any acquisition of Voting Stock of
         the  Company by any Person  pursuant  to a  Business  Combination  that
         complies with clauses (A), (B) and (C) of Section 1(d)(iii) below;
<PAGE>

              (2) if any Person acquires beneficial  ownership of 20% or more of
         combined  voting  power  of the  then-outstanding  Voting  Stock of the
         Company  as a result of a  transaction  described  in clause  (1)(A) of
         Section 1(d)(i) and such Person thereafter becomes the beneficial owner
         of any additional shares of Voting Stock of the Company representing 1%
         or more of the then-outstanding Voting Stock of the Company, other than
         in an  acquisition  directly  from the  Company  that is  approved by a
         majority  of the  Incumbent  Directors  or other  than as a result of a
         stock  dividend,  stock  split or similar  transaction  effected by the
         Company in which all holders of Voting Stock are treated equally,  such
         subsequent acquisition shall be treated as a Change in Control;

              (3) a Change in Control  will not be deemed to have  occurred if a
         Person acquires beneficial ownership of 20% or more of the Voting Stock
         of the  Company as a result of a  reduction  in the number of shares of
         Voting  Stock of the Company  outstanding  unless and until such Person
         thereafter  becomes the beneficial  owner of any  additional  shares of
         Voting   Stock  of  the  Company   representing   1%  or  more  of  the
         then-outstanding Voting Stock of the Company, other than as a result of
         a stock dividend,  stock split or similar  transaction  effected by the
         Company in which all holders of Voting Stock are treated equally; and

              (4) if at least a majority of the Incumbent Directors determine in
         good faith that a Person has  acquired  beneficial  ownership of 20% or
         more of the Voting Stock of the Company inadvertently,  and such Person
         divests as promptly as  practicable  a  sufficient  number of shares so
         that such Person beneficially owns less than 20% of the Voting Stock of
         the Company,  then no Change in Control shall have occurred as a result
         of such Person's acquisition; or

              (ii) a majority of the Directors are not Incumbent Directors; or

              (iii)   the   consummation   of  a   reorganization,   merger   or
     consolidation,  or sale or other disposition of all or substantially all of
     the  assets  of the  Company  or  the  acquisition  of  assets  of  another
     corporation, or other transaction (each, a "Business Combination"), unless,
     in each case,  immediately  following such Business  Combination (A) all or
     substantially  all of the  individuals and entities who were the beneficial
     owners of Voting Stock of the Company  immediately  prior to such  Business
     Combination beneficially own, directly or indirectly,  more than 60% of the
     combined voting power of the then outstanding shares of Voting Stock of the
     entity  resulting  from  such  Business  Combination  (including,   without
     limitation,  an  entity  which as a  result  of such  transaction  owns the
     Company or all or substantially all of the Company's assets either directly
     or  through  one or more  subsidiaries),  (B) no  Person  (other  than  the
     Company,  such entity  resulting  from such  Business  Combination,  or any
     employee  benefit plan (or related  trust)  sponsored or  maintained by the
     Company,  any  Subsidiary  or such  entity  resulting  from  such  Business
     Combination) beneficially owns, directly or indirectly,  20% or more of the
     combined voting power of the then outstanding shares of Voting Stock of the
     entity  resulting  from  such  Business  Combination,  and  (C) at  least a
     majority of the members of the Board of Directors  of the entity  resulting
     from such Business  Combination were Incumbent Directors at the time of the
     execution of the initial  agreement or of the action of the Board providing
     for such Business Combination; or

              (iv)  approval  by the  shareholders  of the Company of a complete
     liquidation or dissolution  of the Company,  except  pursuant to a Business
     Combination  that  complies  with  clauses  (A),  (B)  and  (C) of  Section
     1(d)(iii).

         (e) "Employee  Benefits"  means the  perquisites,  benefits and service
credit for benefits as provided under any and all employee retirement income and
Welfare Benefit policies,  plans, programs or arrangements in which Executive is
entitled  to  participate,   including  without  limitation  any  stock  option,
performance  share,   performance  unit,  stock  purchase,  stock  appreciation,
savings, pension,  supplemental executive retirement, or other retirement income
or Welfare Benefit,  deferred  compensation,  incentive  compensation,  group or
other life,  health,  medical/hospital  or other  insurance  (whether  funded by
actual  insurance or self-insured  by the Company or a Subsidiary),  disability,
salary continuation,  expense reimbursement and other employee benefit policies,
plans,  programs or arrangements that may now exist or any equivalent  successor
policies,  plans,  programs or arrangements that may be adopted hereafter by the
Company or a Subsidiary, providing perquisites,  benefits and service credit for
benefits  at  least  as  great  in  the  aggregate  as  are  payable  thereunder
immediately prior to a Change in Control.

         (f)  "Exchange  Act"  means the  Securities  Exchange  Act of 1934,  as
amended.

         (g) "Good Reason" means the  occurrence of one or more of the following
events  (regardless  of whether any other  reason,  other than  Cause,  for such
termination   exists  or  has  occurred,   including  without  limitation  other
employment):

              (i)  Failure to elect or  reelect or  otherwise  to  maintain  the
     Executive in the office or the position,  or a substantially  equivalent or
     better office or position,  of or with the Company  and/or a Subsidiary (or
     any successor thereto by operation of law of or otherwise), as the case may
     be, which the Executive held immediately  prior to a Change in Control,  or
     the  removal  of the  Executive  as a  Director  of the  Company  and/or  a
     Subsidiary  (or any successor  thereto) if the Executive  shall have been a
     Director of the Company and/or a Subsidiary immediately prior to the Change
     in Control;

              (ii) Failure of the Company to remedy any of the following  within
     10 calendar  days after  receipt by the Company of written  notice  thereof
     from the Executive: (A) A significant adverse change in the nature or scope
     of the authorities, powers, functions,  responsibilities or duties attached
     to the position  with the Company and any  Subsidiary  which the  Executive
     held  immediately  prior to the Change in Control,  (B) a reduction  in the
     Executive's  Base Pay received  from the Company or any  Subsidiary,  (C) a
     reduction in the  Executive's  Incentive Pay as compared with the Incentive
     Pay  most  recently  paid  prior  to the  Change  in  Control,  or (D)  the
     termination or denial of the Executive's  rights to Employee  Benefits or a
     reduction in the scope or value thereof;

              (iii)  The  liquidation,  dissolution,  merger,  consolidation  or
     reorganization  of the Company or the transfer of all or substantially  all
     of its business  and/or  assets,  unless the  successor or  successors  (by
     liquidation, merger, consolidation,  reorganization, transfer or otherwise)
     to which all or  substantially  all of its business and/or assets have been
     transferred  (by  operation  of law or  otherwise)  assumed  all duties and
     obligations of the Company under this Agreement pursuant to Section 11(a);
<PAGE>

              (iv) The Company  requires  the  Executive  to have his  principal
     location of work changed to any location that is in excess of 50 miles from
     the  location  thereof  immediately  prior to the  Change  in  Control,  or
     requires  the  Executive  to travel  away from his  office in the course of
     discharging his  responsibilities or duties hereunder at least 20% more (in
     terms of  aggregate  days in any calendar  year or in any calendar  quarter
     when  annualized  for  purposes of  comparison  to any prior year) than was
     required of Executive in any of the three full years  immediately  prior to
     the Change in Control  without,  in either case, his prior written consent;
     or

              (v) Without  limiting the  generality or effect of the  foregoing,
     any  material  breach of this  Agreement  by the  Company or any  successor
     thereto which is not remedied by the Company  within 10 calendar days after
     receipt by the Company of written notice from the Executive of such breach.

         (h) "Incentive  Pay" means an annual bonus,  incentive or other payment
of  compensation,  in  addition  to Base  Pay,  made or to be made in  regard to
services rendered in any year or other period pursuant to any bonus,  incentive,
profit-sharing,  performance,  discretionary pay or similar  agreement,  policy,
plan,  program  or  arrangement  (whether  or not  funded)  of the  Company or a
Subsidiary, or any successor thereto. "Incentive Pay" does not include any stock
option,  stock appreciation,  stock purchase,  restricted stock or similar plan,
program,  arrangement  or grant,  whether or not provided  under an  arrangement
described in the preceding sentence.

         (i) "Incumbent  Directors"  means the  individuals  who, as of the date
hereof,  are  Directors  of the Company and any  individual  becoming a Director
subsequent  to the date hereof whose  election,  nomination  for election by the
Company's  shareholders,  or  appointment,  was  approved  by a vote of at least
two-thirds  of the then  Incumbent  Directors  (either by a specific  vote or by
approval of the proxy  statement of the Company in which such person is named as
a  nominee  for  director,  without  objection  to such  nomination);  provided,
however,  that  an  individual  shall  not  be an  Incumbent  Director  if  such
individual's  election  or  appointment  to the  Board  occurs as a result of an
actual or threatened  election  contest (as  described in Rule  14a-12(c) of the
Exchange  Act) with  respect to the  election or removal of  Directors  or other
actual or  threatened  solicitation  of proxies or consents by or on behalf of a
Person other than the Board.

         (j) "Retirement  Plans" means the benefit plans of the Company that are
intended to be qualified  under Section  401(a) of the Internal  Revenue Code of
1986, as amended (the "Code") and any supplemental  executive retirement benefit
plan or any other  plan  that is a  successor  thereto  if the  Executive  was a
participant in such Retirement Plan on the date of the Change in Control.

         (k) "Severance  Period" means the period of time commencing on the date
of the first  occurrence of a Change in Control and continuing until the earlier
of (i) the second  anniversary  of the  occurrence of the Change in Control,  or
(ii)  the  Executive's  death;  provided,   however,  that  commencing  on  each
anniversary of the Change in Control, the Severance Period will automatically be
extended for an additional year unless, not later than 90 calendar days prior to
such  anniversary  date,  either the Company or the  Executive  shall have given
written notice to the other that the Severance Period is not to be so extended.
<PAGE>

         (l)  "Subsidiary"  means an  entity in which the  Company  directly  or
indirectly beneficially owns 50% or more of the outstanding Voting Stock.

         (m)  "Term"  means the  period  commencing  as of the date  hereof  and
expiring on the close of business on December 31, 2005; provided,  however, that
(i)  commencing  on January 1, 2004 and each January 1  thereafter,  the term of
this Agreement will automatically be extended for an additional year unless, not
later than September 30 of the  immediately  preceding  year, the Company or the
Executive shall have given notice that it or the Executive,  as the case may be,
does not wish to have the Term  extended;  (ii) if a Change  in  Control  occurs
during the Term,  the Term shall expire and this Agreement will terminate on the
last day of the Severance  Period;  and (iii) subject to Section 3(c), if, prior
to a Change in Control, the Executive ceases for any reason to be an employee of
the Company or any Subsidiary (including  termination arising in connection with
the Company  ceasing to  beneficially  own 50% or more of the Voting  Stock of a
Subsidiary),  or ceases to be an employee at a level  previously  designated for
the benefits set forth in Annex A hereto,  thereupon  without further action the
Term  shall be  deemed  to have  expired  and this  Agreement  will  immediately
terminate and be of no further  effect.  For purposes of this Section 1(n),  the
Executive  shall not be deemed to have  ceased to be an  employee of the Company
and any Subsidiary by reason of the transfer of Executive's  employment  between
the Company and any Subsidiary, or among any Subsidiaries.

         (n)  "Termination  Date"  means  the  date  on  which  the  Executive's
employment  is  terminated  (the  effective  date of which  shall be the date of
termination,  or such other date that may be specified  by the  Executive if the
termination is pursuant to Section 3(b)).

         (o) "Voting Stock" means  securities  entitled to vote generally in the
election of directors.

         (p) "Welfare  Benefits" means Employee Benefits that are provided under
any  "welfare  plan"  (within  the  meaning  of  Section  3(1)  of the  Employee
Retirement Income Security Act of 1974, as amended) of the Company.

     2.  Operation of Agreement.  This  Agreement  will be effective and binding
immediately upon its execution,  but, anything in this Agreement to the contrary
notwithstanding,  except as provided in Section 3(c), this Agreement will not be
operative unless and until a Change in Control occurs.  Upon the occurrence of a
Change in Control at any time  during the Term,  without  further  action,  this
Agreement will become immediately operative.

     3.  Termination  Following  a Change  in  Control.  (a) In the event of the
occurrence of a Change in Control, the Executive's  employment may be terminated
by the Company or a Subsidiary  during the  Severance  Period and the  Executive
will be entitled to the benefits  provided by Section 4 unless such  termination
is the result of the occurrence of one or more of the following events:

              (i) The Executive's death;
<PAGE>

              (ii) If the  Executive  becomes  permanently  disabled  within the
     meaning of, and begins actually to receive disability benefits pursuant to,
     the long-term  disability  plan in effect for, or applicable to,  Executive
     immediately prior to the Change in Control; or

              (iii) Cause.

If, during the Severance Period, the Executive's employment is terminated by the
Company or any Subsidiary  other than pursuant to Section  3(a)(i),  3(a)(ii) or
3(a)(iii), the Executive will be entitled to the benefits provided by Section 4.

         (b)  In the  event  of the  occurrence  of a  Change  in  Control,  the
Executive may terminate  employment  with the Company and any Subsidiary  during
the Severance Period for Good Reason with the right to severance compensation as
provided in Section 4.

         (c) Anything in this  Agreement to the contrary  notwithstanding,  if a
Change in Control  occurs and not more than twelve  months  prior to the date on
which the Change in Control occurs, the Executive's  employment with the Company
ceases at the  previously  designated  level or is terminated by the Company (or
the Executive  terminates  his  employment  for Good Reason),  such cessation or
termination  of employment  will be deemed to be a cessation or  termination  of
employment  after a Change in Control  for  purposes  of this  Agreement  if the
Executive has  reasonably  demonstrated  that such  cessation or  termination of
employment  (i)  was at the  request  of a  third  party  who  has  taken  steps
reasonably  calculated to effect a Change in Control, or (ii) otherwise arose in
connection with or in anticipation of a Change in Control.

         (d) A  termination  by the Company  pursuant to Section  3(a) or by the
Executive pursuant to Section 3(b) will not affect any rights that the Executive
may have pursuant to any agreement,  policy, plan, program or arrangement of the
Company  or  Subsidiary  providing  Employee  Benefits,  which  rights  shall be
governed by the terms thereof,  except for any rights to severance  compensation
to which  Executive may be entitled  upon  termination  of employment  under any
severance or employment  agreement  between the Company and the Executive  which
rights, to the extent not greater than those provided by this Agreement,  shall,
during the Severance Period, be superseded by this Agreement.

     4. Severance Compensation.  (a) If, following the occurrence of a Change in
Control, the Company or Subsidiary terminates the Executive's  employment during
the  Severance  Period  other than  pursuant  to Section  3(a)(i),  3(a)(ii)  or
3(a)(iii),  or if the Executive  terminates his  employment  pursuant to Section
3(b),  provided that the Executive executes a release  substantially in the form
rendered by senior executives of the Company prior to the Change in Control. The
Company will pay to the Executive  the amounts  described in Annex A within five
business  days after the  Termination  Date and will  continue to provide to the
Executive the benefits  described on Annex A for the periods described  therein.

         b) Without limiting the rights of the Executive at law or in equity, if
the Company fails to make any payment or provide any benefit required to be made
or provided  hereunder on a timely  basis,  the Company will pay interest on the
amount or value  thereof at an annualized  rate of interest  equal to the "prime
rate" as set forth  from time to time  during  the  relevant  period in The Wall
Street Journal  "Money Rates" column,  plus 2%. Such interest will be payable as
it accrues on demand.  Any change in such prime rate will be effective on and as
of the date of such change.
<PAGE>

         (c)  Unless  otherwise  expressly  provided  by the  applicable  annual
incentive  compensation  plan or program,  after the  occurrence  of a Change in
Control,  the Company will pay in cash to the  Executive a lump sum amount equal
to the value of the  Executive's  annual bonus for the  performance  period that
includes  the date on which the Change in  Control  occurred,  disregarding  any
applicable vesting requirements;  provided that such amount will be equal to the
product of the target award  percentage  under the applicable  annual  incentive
plan or program in effect  immediately prior to the Change in Control times Base
Pay, but prorated to base payment only on the portion of the Executive's service
that had elapsed during the applicable  performance period through the Change in
Control. Such payment will be made within five business days after the Change in
Control.

     5.  Limitation on Payments and Benefits.  Notwithstanding  any provision of
this Agreement to the contrary,  if any amount or benefit to be paid or provided
under this Agreement would be an "Excess Parachute  Payment," within the meaning
of Section 280G of the Code, but for the application of this sentence,  then the
payments  and  benefits  to be paid or  provided  under this  Agreement  will be
reduced to the minimum  extent  necessary (but in no event to less than zero) so
that no portion of any such payment or benefit,  as so reduced,  constitutes  an
Excess Parachute Payment. Whether requested by the Executive or the Company, the
determination  of whether  any  reduction  in such  payments  or  benefits to be
provided under this Agreement or otherwise is required pursuant to the preceding
sentence will be made at the expense of the Company by the Company's independent
accountants  in  effect  prior to the  Change  in  Control.  The  fact  that the
Executive's  right to  payments  or  benefits  may be  reduced  by reason of the
limitations  contained  in this  Section 5 will not of itself limit or otherwise
affect any other rights of the Executive  other than pursuant to this Agreement.
In the event that any  payment or benefit  intended  to be  provided  under this
Agreement or otherwise is required to be reduced pursuant to this Section 5, the
Executive  will be entitled to designate the payments  and/or  benefits to be so
reduced in order to give effect to this  Section 5. The Company will provide the
Executive with all information  reasonably  requested by the Executive to permit
the Executive to make such designation. In the event that the Executive fails to
make such  designation  within 10 business  days of the  Termination  Date,  the
Company may effect such reduction in any manner it deems appropriate.

     6. No Mitigation  Obligation.  The Company hereby acknowledges that it will
be  difficult  and may be  impossible  for  the  Executive  to  find  reasonably
comparable employment following the Termination Date.  Accordingly,  the payment
of the severance compensation by the Company to the Executive in accordance with
the  terms  of this  Agreement  is  hereby  acknowledged  by the  Company  to be
reasonable, and the Executive will not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or otherwise,
nor  will any  profits,  income,  earnings  or other  benefits  from any  source
whatsoever create any mitigation,  offset,  reduction or any other obligation on
the part of the Executive  hereunder or otherwise,  except as expressly provided
in the last sentence of Paragraph 2 of Annex A.
<PAGE>

     7.  Legal  Fees and  Expenses.  It is the  intent of the  Company  that the
Executive  not be  required  to  incur  legal  fees  and  the  related  expenses
associated with the interpretation, enforcement or defense of Executive's rights
under this  Agreement by  litigation  or otherwise  because the cost and expense
thereof would substantially detract from the benefits intended to be extended to
the Executive hereunder.  Accordingly, if it should appear to the Executive that
the  Company  has  failed  to  comply  with any of its  obligations  under  this
Agreement  or in the  event  that  the  Company  or any  other  person  takes or
threatens to take any action to declare this Agreement void or unenforceable, or
institutes any litigation or other action or proceeding  designed to deny, or to
recover from, the Executive the benefits  provided or intended to be provided to
the Executive hereunder,  the Company irrevocably  authorizes the Executive from
time to time to retain  counsel of  Executive's  choice,  at the  expense of the
Company  as  hereafter  provided,  to advise  and  represent  the  Executive  in
connection  with any such  interpretation,  enforcement  or  defense,  including
without  limitation  the  initiation or defense of any litigation or other legal
action in regard  thereto,  whether by or against the  Company or any  Director,
officer,  stockholder  or  other  person  affiliated  with the  Company,  in any
jurisdiction. Notwithstanding any existing or prior attorney-client relationship
between the Company and such counsel,  the Company  irrevocably  consents to the
Executive's entering into an attorney-client relationship with such counsel, and
in that  connection  the Company  and the  Executive  agree that a  confidential
relationship will exist between the Executive and such counsel.  Without respect
to whether the Executive  prevails,  in whole or in part, in connection with any
of the foregoing, the Company will pay and be solely financially responsible for
any and all attorneys'  and related fees and expenses  incurred by the Executive
in  connection  with any of the  foregoing;  provided  that,  in  regard to such
matters,  the Executive has not acted in bad faith or with no colorable claim of
success.  Such payments will be made within five business days after delivery of
the Executive's  written  requests for payment,  accompanied by such evidence of
fees and expenses incurred as the Company may reasonably require.

     8. Confidentiality; Nonsolicitation; Nondisparagement.

         (a)  During the Term,  the  Company  agrees  that it will  disclose  to
Executive  its  confidential  or  proprietary  information  (as  defined in this
Section 8(a)) to the extent necessary for Executive to carry out his obligations
to the Company.  The  Executive  hereby  covenants  and agrees that he will not,
without the prior written consent of the Company,  during the Term or thereafter
disclose to any person not employed by the Company,  or use in  connection  with
engaging in  competition  with the  Company,  any  confidential  or  proprietary
information  of  the  Company.   For  purposes  of  this  Agreement,   the  term
"confidential  or proprietary  information"  will include all information of any
nature  and in any form that is owned by the  Company  and that is not  publicly
available  (other than by Executive's  breach of this Section 8(a)) or generally
known to  persons  engaged  in  businesses  similar  or  related to those of the
Company.   Confidential  or  proprietary   information  will  include,   without
limitation,  the Company's  financial matters,  customers,  employees,  industry
contracts,  strategic business plans,  product development (or other proprietary
product data),  marketing plans, and all other secrets and all other information
of a  confidential  or  proprietary  nature.  For purposes of the  preceding two
sentences,  the term "Company"  will also include any Subsidiary  (collectively,
the "Restricted Group"). The foregoing  obligations imposed by this Section 8(a)
will not apply (i) during the Term, in the course of the business of and for the
benefit of the Company, (ii) if such confidential or proprietary information has
become,  through  no fault of the  Executive,  generally  known to the public or
(iii) if the Executive is required by law to make  disclosure  (after giving the
Company notice and an opportunity to contest such requirement).
<PAGE>

         (b) The Executive  hereby covenants and agrees that during the Term and
for one year thereafter Executive will not, without the prior written consent of
the Company, on behalf of Executive or on behalf of any person, firm or company,
directly or indirectly,  attempt to influence, persuade or induce, or assist any
other person in so persuading or inducing,  any employee of the Restricted Group
to give up, or to not commence,  employment or a business  relationship with the
Restricted Group.

         (c) The Executive  hereby  covenants and agrees that the Executive will
not  make,  publish  or cause to be made or  published  any  public  or  private
statement  disparaging the Company or its present or former officers,  directors
or employees.

         (d) Executive  and the Company  agree that the  covenants  contained in
this Section 8 are reasonable under the circumstances, and further agree that if
in the opinion of any court of competent  jurisdiction  any such covenant is not
reasonable in any respect,  such court will have the right,  power and authority
to excise or modify any  provision  or  provisions  of such  covenants as to the
court will appear not  reasonable  and to enforce the remainder of the covenants
as so  amended.  Executive  acknowledges  and  agrees  that  the  remedy  at law
available to the Company for breach of any of his obligations under this Section
8 would be  inadequate  and that  damages  flowing  from  such a breach  may not
readily  be  susceptible  to being  measured  in  monetary  terms.  Accordingly,
Executive  acknowledges,  consents  and agrees  that,  in  addition to any other
rights or  remedies  that the  Company  may have at law, in equity or under this
Agreement,  upon adequate  proof of his violation of any such  provision of this
Agreement,  the Company will be entitled to immediate  injunctive relief and may
obtain a temporary order  restraining any threatened or further breach,  without
the necessity of proof of actual damage.

     9. Employment  Rights.  Nothing expressed or implied in this Agreement will
create any right or duty on the part of the Company or the Executive to have the
Executive  remain in the employment of the Company or any Subsidiary prior to or
following any Change in Control.

     10. Withholding of Taxes. The Company may withhold from any amounts payable
under this Agreement all federal,  state,  city or other taxes as the Company is
required to withhold pursuant to any applicable law, regulation or ruling.

     11.  Successors  and Binding  Agreement.  (a) The Company  will require any
successor  (whether  direct or  indirect,  by purchase,  merger,  consolidation,
reorganization  or  otherwise)  to all or  substantially  all of the business or
assets  of  the  Company,   by  agreement  in  form  and  substance   reasonably
satisfactory  to the  Executive,  expressly  to assume and agree to perform this
Agreement  in the  same  manner  and to the same  extent  the  Company  would be
required to perform if no such  succession had taken place.  This Agreement will
be binding upon and inure to the benefit of the Company and any successor to the
Company,   including  without  limitation  any  persons  acquiring  directly  or
indirectly  all or  substantially  all of the  business or assets of the Company
whether by purchase,  merger,  consolidation,  reorganization  or otherwise (and
such successor shall thereafter be deemed the "Company" for the purposes of this
Agreement),  but will not otherwise be assignable,  transferable or delegable by
the Company.

         (b) This  Agreement  will inure to the benefit of and be enforceable by
the Executive's personal or legal  representatives,  executors,  administrators,
successors, heirs, distributees and legatees.
<PAGE>


         (c) This  Agreement  is  personal  in nature and neither of the parties
hereto will, without the consent of the other, assign, transfer or delegate this
Agreement or any rights or obligations hereunder except as expressly provided in
Sections  11(a) and 11(b).  Without  limiting  the  generality  or effect of the
foregoing,  the  Executive's  right to receive  payments  hereunder  will not be
assignable, transferable or delegable, whether by pledge, creation of a security
interest,  or otherwise,  other than by a transfer by Executive's will or by the
laws of descent and distribution  and, in the event of any attempted  assignment
or transfer  contrary to this Section 11(c),  the Company will have no liability
to pay any amount so attempted to be assigned, transferred or delegated.

     12.  Notices.  For all  purposes  of this  Agreement,  all  communications,
including without limitation notices, consents, requests or approvals,  required
or permitted to be given hereunder will be in writing and will be deemed to have
been duly  given when hand  delivered  or  dispatched  by  electronic  facsimile
transmission  (with receipt  thereof  orally  confirmed),  or five business days
after having been mailed by United States  registered or certified mail,  return
receipt  requested,  postage  prepaid,  or three business days after having been
sent by a nationally recognized overnight courier service such as FedEx, UPS, or
Purolator,  addressed to the Company (to the  attention of the  Secretary of the
Company) at its principal executive office and to the Executive at his principal
residence, or to such other address as any party may have furnished to the other
in writing and in accordance herewith, except that notices of changes of address
shall be effective only upon receipt.

     13.   Governing  Law.  The  validity,   interpretation,   construction  and
performance  of this  Agreement  will be governed by and construed in accordance
with the substantive laws of the State of Delaware, without giving effect to the
principles of conflict of laws of such State.

     14. Validity.  If any provision of this Agreement or the application of any
provision hereof to any person or circumstance is held invalid, unenforceable or
otherwise  illegal,  the remainder of this Agreement and the application of such
provision to any other  person or  circumstance  will not be  affected,  and the
provision  so held to be invalid,  unenforceable  or  otherwise  illegal will be
reformed  to  the  extent  (and  only  to  the  extent)  necessary  to  make  it
enforceable, valid or legal.

     15. Miscellaneous.  No provision of this Agreement may be modified,  waived
or  discharged  unless such  waiver,  modification  or discharge is agreed to in
writing  signed by the  Executive  and the  Company.  No waiver by either  party
hereto at any time of any breach by the other party  hereto or  compliance  with
any condition or provision of this Agreement to be performed by such other party
will be deemed a waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time. No agreements or representations,  oral
or  otherwise,  expressed or implied with respect to the subject  matter  hereof
have  been  made by  either  party  that  are not set  forth  expressly  in this
Agreement.  References to Sections are to Sections of this Agreement. References
to Paragraphs are to Paragraphs of an Annex to this Agreement.  Any reference in
this Agreement to a provision of a statute, rule or regulation will also include
any successor provision thereto.

     16.  Survival.  Notwithstanding  any  provision  of this  Agreement  to the
contrary, the parties' respective rights and obligations under Sections 3(c), 4,
5, 7 and 8 will survive any  termination  or expiration of this Agreement or the
termination of the Executive's  employment following a Change in Control for any
reason whatsoever.
<PAGE>

     17.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same agreement.

     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed and delivered as of the date first above written.

                                        ALBERTSONS, INC.




                                        By:  ___________________________________
                                                       [Name and Title]



                                             ___________________________________
                                                          [Executive]


<PAGE>


                                                                         Annex A

                             Severance Compensation


     (1) A lump sum payment in an amount  equal to one times the sum of (A) Base
Pay (at the highest  rate in effect for any period  within  three years prior to
the Termination Date), plus (B) Incentive Pay (in an amount equal to the product
of the  target  award  percentage  under the  applicable  Incentive  Pay plan or
program in effect immediately prior to the Change in Control times Base Pay).

     (2)  For  a  period  of 12  months  following  the  Termination  Date  (the
"Continuation  Period"),  the Company will arrange to provide the Executive with
Welfare Benefits substantially similar to those that the Executive was receiving
or  entitled  to  receive  immediately  prior to the  Termination  Date (or,  if
greater, immediately prior to the reduction, termination, or denial described in
Section  1(g)(ii)).  If and to the extent  that any  benefit  described  in this
Paragraph 2 is not or cannot be paid or provided under any policy, plan, program
or  arrangement of the Company or any  Subsidiary,  as the case may be, then the
Company  will  itself  pay or provide  for the  payment  to the  Executive,  his
dependents and beneficiaries,  of such Employee Benefits along with, in the case
of any benefit  described in this Paragraph 2 which is subject to tax because it
is not or cannot be paid or provided  under any such  policy,  plan,  program or
arrangement  of the Company or any  Subsidiary,  an additional  amount such that
after payment by the Executive, or his dependents or beneficiaries,  as the case
may be, of all taxes so imposed,  the recipient  retains an amount equal to such
taxes.  Notwithstanding the foregoing,  or any other provision of the Agreement,
for purposes of  determining  the period of  continuation  coverage to which the
Executive or any of his dependents is entitled  pursuant to Section 4980B of the
Code under the  Company's  medical,  dental and other  group  health  plans,  or
successor plans, the Executive's  "qualifying  event" will be the termination of
the  Continuation  Period and the Executive  will be considered to have remained
actively employed on a full-time basis through that date. Further,  for purposes
of the  immediately  preceding  sentence and for any other  purpose,  including,
without  limitation,  the  calculation  of  service  or  age  to  determine  the
Executive's  eligibility for benefits under any retiree medical benefits or life
insurance  plan or policy,  the  Executive  shall be considered to have remained
actively   employed  on  a  full-time  basis  through  the  termination  of  the
Continuation  Period.  Without  otherwise  limiting  the  purposes  or effect of
Section 5 or this  Paragraph 2, Employee  Benefits  otherwise  receivable by the
Executive  pursuant to this Paragraph 2 will be reduced to the extent comparable
welfare  benefits are actually  received by the Executive from another  employer
during the Continuation  Period following the Executive's  Termination Date, and
any such benefits  actually  received by the  Executive  will be reported by the
Executive to the Company.

     (3)  Outplacement  services  by a firm  selected by the  Executive,  at the
expense of the Company in an amount up to $10,000.

     (4)  Reimbursement  for relocation  expenses on a basis consistent with the
Company's practices for senior executives,  in an amount up to $50,000; provided
such  executive was relocated at the request of the Company  (including  but not
limited  to as a  result  of  initial  hire)  within  five  years  of his or her
Termination Date.


                                      A-1



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>abs10q32002exhibit10-46.txt
<DESCRIPTION>AMENDED 1995 STOCK BASED INCENTIVE PLAN
<TEXT>
                                                                   Exhibit 10.46


                                ALBERTSON'S, INC.
                              AMENDED AND RESTATED
                         1995 STOCK-BASED INCENTIVE PLAN


Section 1.   General Purposes of Plan.

The  name of this  plan is the  Albertson's,  Inc.  Amended  and  Restated  1995
Stock-Based Incentive Plan (the "Plan"). The Plan, as amended and restated,  was
adopted  on  March  15,  2001 by the  Board of  Directors  and  approved  by the
Company's  stockholders on June 14, 2001. The Plan was originally adopted by the
Board of Directors on April 5, 1995 and approved by the  Company's  stockholders
on May 26, 1995 and was  previously  amended and restated on August 31, 1998 and
approved by the Company's  stockholders on November 12, 1998. Most recently, the
Plan was amended and restated effective December 9, 2002 to reflect revisions to
Section 13 that shall  apply only to Awards  granted on or after that date.  The
purposes of the Plan are to promote the growth and  profitability of the Company
and its  Subsidiaries  by enabling them to attract and retain the best available
personnel for positions of substantial responsibility,  to provide key employees
and  non-employee  directors with an opportunity for investment in the Company's
Common Stock, to give them an additional  incentive to increase their efforts on
behalf of the Company and its  Subsidiaries,  and to further align the long-term
interests  of  key  employees  and  non-employee  directors  with  those  of the
stockholders.  Awards  granted  under the Plan may be (a)  options  which may be
designated as (i)  Nonqualified  Stock Options or (ii) Incentive  Stock Options;
(b) Stock  Appreciation  Rights;  (c) Restricted or Deferred Stock; or (d) other
forms of stock-based incentive awards.

Section  2.   Definitions.

The terms defined in this Section 2 shall,  for all purposes of this Plan,  have
the meanings herein specified:

         (a) "Act" shall mean the Securities Exchange Act of 1934, as amended.

         (b)  "Administrator"  shall  mean the  Board,  or if the Board does not
         administer the Plan, the Committee in accordance with Section 4.

         (c) "Award  Agreement"  shall mean a Stock  Option  Agreement  or other
         written agreement between the Company and a Participant  evidencing the
         number of shares of Common  Stock,  SARs or Units  subject to the Award
         and  setting  forth  the  terms  and  conditions  of the  Award  as the
         Committee may deem appropriate which shall not be inconsistent with the
         Plan.

         (d) "Award  Price" shall mean the Option Price in the case of an Option
         or the price to be paid for the shares of Common  Stock,  SARs or Units
         to be granted pursuant to an Award Agreement.

         (e)  "Awards"  shall  mean,  collectively,  (i)  Options  which  may be
         designated as (A)  Nonqualified  Stock  Options or (B) Incentive  Stock
         Options;  (ii) Stock  Appreciation  Rights (SARs);  (iii) Restricted or
         Deferred Stock; or (iv) other forms of stock-based  incentive awards as
         described in Section 10 hereof.

         (f) "Board" or "Board of  Directors"  shall mean the Board of Directors
         of the Company.

         (g) "Code"  shall mean the Internal  Revenue  Code of 1986,  as amended
         from time to time, or any successor thereto.

         (h) "Commission" shall be the Securities and Exchange Commission.

         (i)  "Committee"  shall mean the  committee  appointed  by the Board of
         Directors pursuant to Section 4 hereof.

         (j) "Common Stock" shall mean the Company's presently authorized Common
         Stock,  par value  $1.00 per share,  except as this  definition  may be
         modified pursuant to Section 14 hereof.
<PAGE>

         (k) "Company" shall mean Albertson's, Inc., a Delaware corporation.

         (l) "Deferred  Stock" shall mean deferred  stock awards as described in
         Section 9 hereof.

         (m) "Demotion" shall mean the reduction of an Optionee's  salary grade,
         job  classification,  or title (the  Optionee's job  classification  or
         title shall govern in cases where said job  classification or title are
         not defined by means of a salary  grade) with the Company to a level at
         which  Options  under this Plan or any other option plan of the Company
         have not been granted within the three years preceding such demotion.

         (n) "Eligible  Director"  means a director of the Company who is not an
         employee of the Company or any  Subsidiary or a Special  Advisor to the
         Board.

         (o) "Employee" or "Employees"  shall mean key persons  (including,  but
         not  limited  to,  employee  members  of the  Board  of  Directors  and
         officers)  employed  by the  Company,  or a  Subsidiary  thereof,  on a
         full-time  basis  and who are  compensated  for  such  employment  by a
         regular salary.

         (p) "Fair  Market  Value"  shall mean the last sale price of the Common
         Stock  on the New York  Stock  Exchange  Composite  Tape on the date an
         Award is granted or  exercised,  as  applicable,  (or for  purposes  of
         determining  the value of shares of Common Stock used in payment of the
         Award Price, the date the certificate is delivered) or, if there are no
         sales on such date, on the next following day on which there are sales.

         (q) "Incentive  Stock Option" shall mean an "incentive stock option" as
         defined in Section 422 of the Code.

         (r) "Mature  Stock" shall mean Common Stock which was obtained  through
         the  exercise  of an option  under  this Plan or any other  plan of the
         Company,  which is  delivered  to the  Company in order to  exercise an
         Option  and which has been held  continuously  by an  Optionee  for the
         longer of: (i) six months or more, or (ii) any other period that may in
         the future be recognized under Generally Accepted Accounting Principles
         for  purposes of defining the term "Mature  Stock" in  connection  with
         such an Option exercise.

         (s) "Nonqualified  Stock Option" shall mean an Option that by its terms
         is designated as not being an Incentive Stock Option as defined above.

         (t) "Option"  shall mean the option to purchase  shares of Common Stock
         set  forth in a Stock  Option  Agreement  between  the  Company  and an
         Optionee and which may be granted as a Nonqualified  Stock Option or an
         Incentive Stock Option.

         (u) "Optionee" shall mean an eligible Employee or Eligible Director, as
         described in Section 5 hereof, who accepts an Option.

         (v)  "Option  Price"  shall mean the price to be paid for the shares of
         Common Stock being purchased pursuant to a Stock Option Agreement.

         (w) "Option  Period" shall mean the period from the date of grant of an
         Option to the date after which such Option may no longer be  exercised.
         Nothing in this Plan shall be construed to extend the termination  date
         of the  Option  Period  beyond  the date set forth in the Stock  Option
         Agreement.

         (x)  "Participant"  shall be an Employee or Eligible  Director  who has
         been granted an Award under the Plan.

         (y) "Plan" shall mean the  Albertson's,  Inc. Amended and Restated 1995
         Stock-Based Incentive Plan.

         (z) "Restricted  Stock" shall mean restricted stock awards as described
         in Section 9 hereof.

         (aa)  "SARs"  shall  mean stock  appreciation  rights as  described  in
         Section 8 hereof.
<PAGE>

         (bb) "Special  Advisor"  means an individual  designated as such by the
         Board.

         (cc) "Stock  Appreciation  Rights" shall mean stock appreciation rights
         as described in Section 8 hereof.

         (dd) "Stock Option  Agreement" shall mean the written agreement between
         the Company  and  Optionee  setting  forth the Option and the terms and
         conditions upon which it may be exercised.

         (ee) "Subsidiary" shall mean any corporation in which the Company owns,
         directly or indirectly through Subsidiaries,  at least 50% of the total
         combined  voting  power of all  classes of stock,  or any other  entity
         (including,  but not limited to,  partnerships  and joint  ventures) in
         which  the  Company  owns an  interest  of at  least  50% of the  total
         combined equity thereof.

         (ff)  "Successor" or  "Successors"  shall have the meaning set forth in
         Subsection C3(d) of Section 7 hereof.

         (gg) "Unit" shall mean a unit of  measurement  which is measured by the
         Fair Market Value of the Common Stock.

Section  3.   Effective Date and Term.

The effective date of the Plan, as amended and restated, is December 9, 2002.

No Award shall be granted pursuant to the Plan on or after the tenth anniversary
of May 26, 1995, the original effective date of the Plan, but Awards theretofore
granted may extend beyond that date.

Section  4.   Administration.

The Plan shall be administered by the Board in accordance with the  requirements
of Rule  16b-3  as  promulgated  by the  Commission  under  the  Act,  or by the
Compensation  Committee  of the Board plus such  additional  individuals  as the
Board shall designate in order to fulfill the Non-Employee Directors requirement
of Rule  16b-3  and as such  Rule  may be  amended  from  time to  time,  or any
successor definition adopted by the Commission, or any other committee the Board
may  subsequently  appoint to administer  the Plan.  Any committee so designated
shall be composed entirely of individuals who meet the  qualifications  referred
to in Rule 16b-3.

Any  Awards  under  this  Plan  made  to  Eligible  Directors  are  made to such
non-employee directors solely in their capacity as directors.

Members of the Committee  shall serve at the pleasure of the Board of Directors.
Vacancies  occurring  in the  membership  of the  Committee  shall be  filled by
appointment by the Board of Directors.

The Committee  shall keep minutes of its  meetings.  A majority of the Committee
shall  constitute  a quorum  thereof  and the acts of a majority  of the members
present at any meeting of the  Committee  at which a quorum is present,  or acts
approved in writing by a majority of the entire Committee,  shall be the acts of
the Committee.

If at any time the Board shall not  administer  the Plan,  then the functions of
the Board shall be exercised by the Committee.

Section  5.   Eligibility.

Subject to the provisions of the Plan,  the  Administrator  shall  determine and
designate from time to time those key Employees and/or Eligible Directors of the
Company or its  Subsidiaries  to whom  Awards are to be  granted,  the number of
shares of Common  Stock,  SARs or Units to be  awarded  from time to time to any
individual  and  the  length  of the  term  of any  Award.  In  determining  the
eligibility of an Employee or Eligible  Director to receive an Award, as well as
in  determining  the size of the Award to be made to any  Employee  or  Eligible
Director,  the Administrator shall consider the position and responsibilities of
the Employee or Eligible Director being considered,  the nature and value to the
Company or a Subsidiary of the  Employee's or Eligible  Director's  services and
accomplishments,  the  Employee's or Eligible  Director's  present and potential
contribution  to the success of the Company or its  Subsidiaries  and such other
factors as the Administrator may deem relevant. An Employee or Eligible Director
who has been granted an Award in one year shall not necessarily be entitled to
be granted Awards in subsequent years.
<PAGE>

More than one Award may be granted to an individual, but the aggregate number of
shares of Common Stock,  SARs or Units with respect to which an Award is made to
any  individual,  during the life of the Plan may not,  subject to adjustment as
provided in Section 14 hereof, exceed 10% of the shares of Common Stock reserved
for purposes of the Plan, in accordance with the provisions of Section 6 hereof.

Section  6.   Number of Shares Subject to the Plan.

Under the Plan the  maximum  number  and kind of shares  with  respect  to which
Awards may be granted,  subject to  adjustment  in  accordance  with  Section 14
hereof, is fifty million (50,000,000) shares of Common Stock; provided, however,
that in the aggregate,  not more than one-tenth  (1/10) of such allotted  shares
may be made the  subject of Awards  other than  Options  and Stock  Appreciation
Rights.  The Common Stock to be offered under the Plan may be either  authorized
and unissued shares or issued shares  reacquired by the Company and presently or
hereafter held as treasury  shares.  The Board of Directors has reserved for the
purposes of the Plan a total of fifty million (50,000,000) of the authorized but
unissued  shares of Common  Stock,  subject to  adjustment  in  accordance  with
Section 14 hereof.

If any shares as to which an Award granted under the Plan shall remain  unvested
and /or  unexercised at the expiration  thereof or shall be terminated  unvested
and/or unexercised,  they may be the subject of further Awards provided that the
Plan has not been terminated pursuant to Section 18 hereof. In addition,  if any
Option is  exercised  by  tendering  shares to the  Company  as full or  partial
payment of the  exercise  price in  accordance  with  Subsection  C of Section 7
hereof, the number of shares available under this Section 6 shall be increased
by the number of shares so tendered.

Section  7.   Stock Options.

The  Administrator may grant Options which may be designated as (i) Nonqualified
Stock Options or (ii) Incentive Stock Options. The grant of each Option shall be
confirmed  by  a  Stock  Option   Agreement   (in  a  form   prescribed  by  the
Administrator)  that shall be executed  by the  Company  and by the  Optionee as
promptly as  practicable  after such grant.  The Stock  Option  Agreement  shall
expressly  state or incorporate  by reference the applicable  provisions of this
Plan pertaining to the type of Option granted.

         A. Nonqualified  Stock Options. A Nonqualified Stock Option is an Award
         in the form of an Option to  purchase a  specified  number of shares of
         Common  Stock  during  such  specified  time as the  Administrator  may
         determine,  at a price  determined by the  Administrator  that,  unless
         approved by the stockholders of the Company,  is not less than the Fair
         Market Value of the Common Stock on the date the Option is granted.

         B. Incentive  Stock Options.  An Incentive  Stock Option is an Award in
         the form of an Option to purchase Common Stock that is identified as an
         Incentive Stock Option,  complies with the requirements of Code Section
         422 or any successor  section.  Eligible Directors shall not be granted
         Incentive Stock Options.

         C.  Provisions  Applicable  to Either  Nonqualified  Stock  Options  or
         Incentive Stock Options.

                  1.  Option Periods.

                  The term of each Option  granted  under this Plan shall be for
                  such period as the Administrator shall determine, but not more
                  than 10 years  from the date of grant  thereof,  or to earlier
                  termination  as herein after  provided in Subsection 3 of this
                  Subsection C.

                  2. Exercise of Options.

                  Each Option  granted  under this Plan may be exercised on such
                  date or dates  during  the Option  Period  for such  number of
                  shares as shall be prescribed  by the  provisions of the Stock
                  Option Agreement evidencing such Option, provided that:
<PAGE>

                  (a) An  Option  may be  exercised,  (i)  only by the  Optionee
                  during the  continuance  of the  Optionee's  employment by the
                  Company  or a  Subsidiary,  or (ii) after  termination  of the
                  Optionee's  employment  by  the  Company  or a  Subsidiary  in
                  accordance  with  the  provisions  of  Subsection  3  of  this
                  Subsection C.

                  (b) An Option may be  exercised by the Optionee or a Successor
                  only  by  written  notice  (in  the  form  prescribed  by  the
                  Administrator) to the Company  specifying the number of shares
                  to be purchased.

                  (c) The  aggregate  Option  Price of the shares as to which an
                  Option may be exercised shall be paid in full upon exercise by
                  any one or any  combination of the following:  cash,  personal
                  check,  wire  transfer,  certified or  cashier's  check or the
                  transfer,  either actually or by attestation,  of certificates
                  for Mature  Stock or other Common Stock which was not obtained
                  through the exercise of a stock  option,  endorsed in blank or
                  accompanied   by  executed   stock   powers  with   signatures
                  guaranteed  by a national bank or trust company or a member of
                  a national securities exchange.

                  As soon as practicable  after receipt by the Company of notice
                  of exercise  and of payment in full of the Option Price of the
                  shares with respect to which an Option has been  exercised and
                  any   applicable   taxes,   a  certificate   or   certificates
                  representing  such shares shall be  registered  in the name of
                  the  Optionee  or  the  Optionee's   Successor  and  shall  be
                  delivered  to the  Optionee or the  Optionee's  Successor.  An
                  Optionee or  Successor  shall have no rights as a  stockholder
                  with  respect  to any shares  covered by the Option  until the
                  Optionee or  Successor  shall have become the holder of record
                  of such shares,  and, except as provided in Section 14 hereof,
                  no  adjustments  shall  be made  for  dividends  (ordinary  or
                  extraordinary,  whether in cash, securities or other property)
                  or distributions or other rights in respect of such shares for
                  which  the  record  date is prior  to the  date on  which  the
                  Optionee or  Successor  shall have become the holder of record
                  thereof.

                  3. Termination of Employment; Demotion.

                  The  effect of the  Demotion  (as  "Demotion"  is  defined  in
                  Subsection 2(m) of this Plan) of an Optionee by the Company or
                  of the termination of an Optionee's employment or, in the case
                  of an  Eligible  Director,  service,  with  the  Company  or a
                  Subsidiary shall be as follows:

                  (a) Involuntary Termination or Demotion. If the employment or,
                  in the case of Eligible Director,  the service, of an Optionee
                  is terminated  involuntarily by the Company or a Subsidiary or
                  if the Optionee receives a Demotion, the right to exercise any
                  outstanding  Options, to the extent exercisable,  held by such
                  Optionee shall terminate, notwithstanding any other provisions
                  herein,  on the date  such  Options  expire  or  three  months
                  following such Demotion or involuntary termination,  whichever
                  first occurs,  or such other period (not beyond the expiration
                  date of the Option) as  determined  by the  Committee  and set
                  forth in the Stock Option Agreement at the time such Option is
                  granted or thereafter; it being understood, however, that such
                  right to exercise any  outstanding  Options during such period
                  shall only exist to the extent such Options  were  exercisable
                  immediately preceding such Demotion or involuntary termination
                  of  employment   or  service  under  the   provisions  of  the
                  applicable    agreements   relating   thereto,    unless   the
                  Administrator, in its sole discretion,  specifically waives in
                  writing the restrictions  relating to exercisability,  if any,
                  contained in such agreements.  Upon expiration of such period,
                  all of such Optionee's rights under any Option shall lapse and
                  be without further force or effect.

                  (b)  Disability.  If the  employment  or,  in the  case  of an
                  Eligible Director,  the service, of an Optionee is interrupted
                  by reason of a "disability,"  as defined in Albertson's,  Inc.
                  Employees'  Disability  Benefits  Plan or a successor  plan or
                  Albertson's  Southern Region  Employees'  Disability  Benefits
                  Plan or a successor plan  (collectively  referred to herein as
                  the "Disability  Plan") and a  determination  has been made by
                  the trustees under the  Disability  Plan that such Optionee is
                  eligible to receive disability payments thereunder (or, in the
                  case  of an  Eligible  Director,  would  otherwise  have  been
                  entitled to receive such disability  payments thereunder if he
                  or she  was an  employee)  ("Disability  Determination"),  the
                  right to  exercise  any  outstanding  Options,  to the  extent
                  exercisable,   held  by   such   Optionee   shall   terminate,
                  notwithstanding  any other provisions herein, on the date such
                  Options  expire  or  within  three  years of the date that the
                  first   payment   is   made   pursuant   to   the   Disability
                  Determination,  whichever is the shorter period, or such other
                  period  (not  beyond  the  expiration  date of the  Option) as
                  determined  by the Committee and set forth in the Stock Option
                  Agreement at the time such Option is granted or thereafter; it
                  being  understood,  however,  that such right to exercise  any
                  outstanding Options during such period shall only exist to the
                  extent such Options were exercisable immediately preceding the
                  date of the Disability  Determination  under the provisions of
                  the  applicable   agreements  relating  thereto,   unless  the
                  Administrator in its sole discretion,  specifically  waives in
                  writing the restrictions  relating to exercisability,  if any,
                  contained in such agreements.  Upon expiration of such period,
                  all of such Optionee's rights under any Option shall lapse and
                  be without further force or effect.

                  (c) Retirement.  If an Optionee's employment terminates as the
                  result of retirement of the Optionee under any retirement plan
                  of the Company or a Subsidiary  or, in the case of an Eligible
                  Director  whose service  terminates on or after  attaining age
                  65,  or age 55 with 10  years of  service  as a  director,  an
                  Optionee  with a  Nonqualified  Stock  Option may exercise any
                  outstanding Nonqualified Stock Option at any time prior to the
                  expiration  date of the  Nonqualified  Stock  Option,  or such
                  other period as  determined  by the Committee and set forth in
                  the Stock Option  Agreement at the time such Option is granted
                  or thereafter,  and an Optionee with an Incentive Stock Option
                  may exercise  any  outstanding  Incentive  Stock Option at any
                  time  prior  to the  expiration  date of the  Incentive  Stock
                  Option or within three months  following the effective date of
                  the Optionee's retirement, whichever is the shorter period; it
                  being understood, however, that such right to exercise Options
                  during such applicable  periods shall only exist to the extent
                  such Options were  exercisable on the date of such termination
                  under the  provisions of the  applicable  agreements  relating
                  thereto,  unless the  Administrator,  in its sole  discretion,
                  specifically  waives in writing the  restrictions  relating to
                  exercisability,  if any,  contained in such  agreements.  Upon
                  expiration of such  applicable  period all of such  Optionee's
                  rights  under the Option  shall  lapse and be without  further
                  force or effect.

                  (d) Death.  (i) If an Optionee  shall die while an Employee or
                  while  serving as a director or within  three months after the
                  date that a  determination  is made under the Disability  Plan
                  that such Optionee is, or in the case of an Eligible Director,
                  would  have been,  eligible  to  receive  disability  payments
                  thereunder,  the Optionee's Option or Options may be exercised
                  by  the  person  or  persons  entitled  to  do  so  under  the
                  Optionee's  will or, if the Optionee shall have failed to make
                  testamentary  disposition  of such  Options or shall have died
                  intestate,   by  the  Optionee's   legal   representative   or
                  representatives  (such  person,  persons,   representative  or
                  representatives  are referred to herein as the  "Successor" or
                  "Successors" of an Optionee), in either case at any time prior
                  to the  expiration  date of such Options or within three years
                  of the date of the Optionee's death,  whichever is the shorter
                  period,  or such other period (not beyond the expiration  date
                  of the Option) as determined by the Committee and set forth in
                  the Stock Option  Agreement at the time such Option is granted
                  or thereafter;  it being understood,  however, that such right
                  to exercise Options during such period shall only exist to the
                  extent  such  Options  were  exercisable  on the  date  of the
                  Optionee's  death  under  the  provisions  of  the  applicable
                  agreements relating thereto, unless the Administrator,  in its
                  sole   discretion,   specifically   waives  in   writing   the
                  restrictions relating to exercisability,  if any, contained in
                  such agreements.  Upon expiration of such period,  all of such
                  Optionee's  rights under any Option shall lapse and be without
                  further force or effect.  (ii) If an Optionee shall die within
                  three  months  after  the   involuntary   termination  of  the
                  Optionee's employment, the Optionee's Options may be exercised
                  by  the  Optionee's  Successors  at  any  time  prior  to  the
                  expiration date of such Options or within one year of the date
                  of the Optionee's  death,  whichever is the shorter period, or
                  such  other  period  (not  beyond the  expiration  date of the
                  Option) as  determined  by the  Committee and set forth in the
                  Stock  Option  Agreement at the time such Option is granted or
                  thereafter;  it being understood,  however, that such right to
                  exercise  Options  during such period  shall only exist to the
                  extent  such  Options  were  exercisable  on the  date  of the
                  Optionee's  retirement or termination of employment  under the
                  provisions  of the  applicable  agreements  relating  thereto,
                  unless the Administrator, in its sole discretion, specifically
                  waives in writing the restrictions relating to exercisability,
                  if any, contained in such agreements.  Upon expiration of such
                  period all of such  Optionee's  rights  under any Option shall
                  lapse and be  without  further  force or  effect.  (iii) If an
                  Optionee  shall  die  after  the  Optionee's  retirement,  the
                  Optionee's   Options  may  be  exercised  by  the   Optionee's
                  Successors in accordance with Section 7(C)(3)(c) hereof.
<PAGE>

                  (e) Voluntary or Other  Termination.  If the employment or, in
                  the case of an Eligible Director,  the service, of an Optionee
                  shall  terminate  voluntarily  or for any reason other than as
                  set  forth in  Paragraphs  (a),  (b),  (c) or (d)  above,  the
                  Optionee's  rights under any then  outstanding  Options  shall
                  terminate on the date of such  termination  of  employment  or
                  service; provided, however, the Administrator may, in its sole
                  discretion,  take such action as it considers  appropriate  to
                  waive  in  writing  such  automatic   termination  and/or  the
                  restrictions,  if any, contained in the applicable  agreements
                  relating thereto.

                  (f) To the  extent  that an Option may be  exercised  during a
                  period  designated  (expressly or pursuant to an action of the
                  Administrator)  in  Subsection  C3 of this  Section 7,  unless
                  exercised  within such  designated  period,  the Option  shall
                  thereafter be null and void.

                  (g) Notwithstanding  anything to the contrary herein,  service
                  as a  Special  Advisor  shall  be  treated  as  service  as an
                  Eligible  Director  for all  purposes  and no  termination  of
                  service  shall be  deemed  to occur in the  event an  Eligible
                  Director is designated as a Special Advisor in connection with
                  a Director's termination of directorship.

                  4. Other Terms.

                  The  Administrator  may not  reduce the  exercise  price of an
                  Option after the date of its grant.  Options granted  pursuant
                  to the  Plan  may  contain  such  other  terms,  restrictions,
                  provisions and conditions not inconsistent  herewith as may be
                  determined by the Administrator.

Section  8.   Stock Appreciation Rights.

(a) A stock appreciation  right or SAR is a right to receive,  upon surrender of
the right,  but without  payment,  an amount payable in cash. The amount payable
with  respect to each SAR shall be equal in value to the excess,  if any, of the
Fair  Market  Value of a share of  Common  Stock on the  exercise  date over the
exercise  price of the SAR. The exercise price of the SAR shall be determined by
the Administrator and shall not be less than the Fair Market Value of a share of
Common Stock on the date the SAR is granted.

(b) In the case of an SAR granted in tandem with an Incentive Stock Option to an
Employee who is a Ten Percent  Shareholder on the date of such grant, the amount
payable with respect to each SAR shall be equal in value to the excess,  if any,
of the Fair Market Value of a share of Common  Stock on the  exercise  date over
the exercise  price of the SAR, which exercise price shall not be less than 110%
of the  Fair  Market  Value of a share  of  Common  Stock on the date the SAR is
granted.

(c) The exercise price shall be established by the Administrator at the time the
SAR is granted. A SAR may contain such other terms, restrictions, provisions and
conditions not inconsistent herewith as may be determined by the Administrator.

Section  9.   Restricted Stock/Deferred Stock.

(a)  Restricted  Stock  is  Common  Stock of the  Company  that is  issued  to a
Participant at a price determined by the Administrator,  which price may be zero
(if permitted by law), and is subject to  restrictions  on transfer  and/or such
other restrictions on incidents of ownership as the Administrator may determine.
Restricted  Stock may contain such other  terms,  restrictions,  provisions  and
conditions not inconsistent herewith as may be determined by the Administrator.

(b) Deferred Stock is an Award of Common Stock which is made to a Participant at
a price determined by the  Administrator,  which price may be zero (if permitted
by law) and which is not issued to the Participant until all the restrictions on
transfer  and/or  such other  restrictions  on  incidents  of  ownership  as the
Administrator has determined have lapsed.  Deferred Stock may contain such other
terms, restrictions,  provisions and conditions not inconsistent herewith as may
be determined by the Administrator.
<PAGE>

(c) The  Administrator may provide that the restrictions on shares of Restricted
Stock or any other  Award  shall  lapse upon the  achievement  by the Company of
specified performance goals. Such performance goals may be expressed in terms of
one or more  financial  or other  objective  goals  listed  below  which  may be
Company-wide or otherwise,  including on a division basis,  regional basis or on
an  individual  basis.  Financial  goals  may be  expressed  in terms of  sales,
earnings per share,  stock price,  return on equity,  net earnings  growth,  net
earnings,  related return ratios,  cash flow,  earnings before interest,  taxes,
depreciation  and amortization  (EBITDA),  return on assets,  total  stockholder
return,  reductions  in the  Company's  overhead  ratio and/or  expense to sales
ratios,  or any one or more of the  foregoing.  Any  criteria may be measured in
absolute  terms or as compared to another  company or  companies.  To the extent
applicable, any such performance goal shall be determined (i) in accordance with
the Company's audited  financial  statements and generally  accepted  accounting
principles and reported upon by the Company's independent accountants or (ii) so
that a third party  having  knowledge  of the  relevant  facts  could  determine
whether such performance goal is met.

Section  10.   Other Stock-Based Incentive Awards.

The  Administrator  may from  time to time  grant  Awards  under  this Plan that
provide  the  Participant  with the right to purchase  Common  Stock or that are
valued by reference to the Fair Market Value of the Common Stock (including, but
not limited to, phantom securities or dividend  equivalents).  Such Awards shall
be in a form  determined by the  Administrator,  provided that such Awards shall
not be inconsistent  with the terms and purposes of the Plan. The  Administrator
will  determine  the price of any Award and may accept any lawful  consideration
therefore.  Such Awards may contain such other terms,  restrictions,  provisions
and  conditions  not   inconsistent   herewith  as  may  be  determined  by  the
Administrator.

Section  11.   No Right to Continued Employment.

Neither the Plan nor any Awards granted under the Plan shall be deemed to confer
upon any  Employee  any right to  continued  employment  by the  Company  or any
Subsidiary,  and shall not interfere in any way with the right of the Company or
any  Subsidiary  to demote or discharge the Employee for any reason at any time.
Nothing  contained in the Plan shall  prevent the Board from  adopting  other or
additional  compensation  arrangements,  subject to stockholder approval if such
approval is required;  and such arrangements may be either generally  applicable
or applicable only in specific cases.

Section  12.   Listing and Registration of Shares.

If at any time the Board of Directors shall determine,  in its discretion,  that
the  listing,  registration  or  qualification  of any of the shares  subject to
Awards under the Plan upon any securities exchange or under any state or federal
law,  or the  consent  or  approval  of any  governmental  regulatory  body,  is
necessary or desirable as a condition of or in  connection  with the purchase or
issuance of shares  thereunder,  no outstanding Awards may be exercised in whole
or  in  part  and/or   shares  so  purchased  or  issued  unless  such  listing,
registration,  qualification,  consent or approval  shall have been  effected or
obtained free of any conditions  not  acceptable to the Board of Directors.  The
Board of  Directors  may  require  any person  exercising  an Award to make such
representations  and furnish such information as it may consider  appropriate in
connection  with the  issuance  or  delivery  of the shares in  compliance  with
applicable  law and shall have the authority to cause the Company at its expense
to take any action  related to the Plan that may be required in connection  with
such listing, registration, qualification, consent or approval.

Section 13.  Acceleration  of Awards Upon Change in Control and  Termination  of
Employment.

(a) Notwithstanding anything to the contrary contained elsewhere in this Plan or
under  the  terms  of any  Award  Agreement,  upon a  Change  in  Control,  each
outstanding  Award shall become  immediately  vested and/or  exercisable for the
total remaining  number of shares of Common Stock,  SARs or Units covered by the
Award.

(b) Notwithstanding anything to the contrary contained elsewhere in this Plan or
under the terms of any Award Agreement, if any Participant's employment with the
Company is terminated by the Company prior to a Change in Control  without Cause
(as defined  below) at the  direction  of a "person" (as defined for purposes of
Section 13(d) of the Act) who has entered into an agreement with the Company the
consummation  of which will  constitute  a Change in Control,  the Award of such
terminated  Participant  shall become  immediately  exercisable,  as of the date
immediately  preceding such date of termination,  for the total remaining number
of shares of Common Stock,  SARs or Units covered by the Award.  For purposes of
this Section,  "Cause"  shall mean (i) the willful and continued  failure by the
Participant to  substantially  perform his or her duties with the Company (other
than due to  incapacity  due to physical or mental  illness) or (ii) the willful
engaging by the  Participant  in conduct which is  demonstrably  and  materially
injurious to the Company or its Subsidiaries.
<PAGE>

(c) For  purposes  of this  Section  13,  "Change  in  Control"  shall  mean the
occurrence of any of the following events:

         (i)   the  acquisition by any  individual,  entity or group (within the
               meaning of Section  13(d)(3) or 14(d)(2) of the Act) (a "Person")
               of  beneficial  ownership  (within  the  meaning  of  Rule  13d-3
               promulgated  under the Act) of 20% or more of the combined voting
               power  of  the  then-outstanding  Voting  Stock  (as  defined  in
               subsection 13(e) below) of the Company; provided, however, that:

               (1)  for  purposes  of  this  Subsection  13(c)(i), the following
                    acquisitions  shall not constitute a Change in Control:  (A)
                    any acquisition of Voting Stock of the Company directly from
                    the Company that is approved by a majority of the  Incumbent
                    Directors  (as defined in Subsection  13(d) below),  (B) any
                    acquisition of Voting Stock of the Company by the Company or
                    any  Subsidiary,  (C) any acquisition of Voting Stock of the
                    Company by any  employee  benefit  plan (or  related  trust)
                    sponsored or  maintained  by the Company or any  Subsidiary,
                    and (D) any  acquisition  of Voting  Stock of the Company by
                    any Person  pursuant to a Business  Combination  (as defined
                    below)  that  complies  with  clauses  (A),  (B)  and (C) of
                    Subsection 13(c)(iii) below;

               (2)  if any Person acquires  beneficial  ownership of 20% or more
                    of  combined  voting  power of the  then-outstanding  Voting
                    Stock of the Company as a result of a transaction  described
                    in  clause  (1)(A)  of  Subsection  13(c)(i)  above and such
                    Person  thereafter  becomes  the  beneficial  owner  of  any
                    additional   shares   of   Voting   Stock  of  the   Company
                    representing 1% or more of the then-outstanding Voting Stock
                    of the Company,  other than in an acquisition  directly from
                    the Company that is approved by a majority of the  Incumbent
                    Directors  or other  than as a result  of a stock  dividend,
                    stock split or similar  transaction  effected by the Company
                    in which all holders of Voting  Stock are  treated  equally,
                    such subsequent  acquisition shall be treated as a Change in
                    Control;

               (3)  a Change in Control will not be deemed to have occurred if a
                    Person acquires  beneficial  ownership of 20% or more of the
                    Voting  Stock of the Company as a result of a  reduction  in
                    the  number  of  shares  of  Voting  Stock  of  the  Company
                    outstanding  unless and until such Person thereafter becomes
                    the  beneficial  owner of any  additional  shares  of Voting
                    Stock  of  the  Company  representing  1%  or  more  of  the
                    then-outstanding  Voting Stock of the Company, other than as
                    a  result  of a  stock  dividend,  stock  split  or  similar
                    transaction  effected by the Company in which all holders of
                    Voting Stock are treated equally; and

               (4)  if at least a majority of the Incumbent  Directors determine
                    in  good  faith  that  a  Person  has  acquired   beneficial
                    ownership  of 20% or more of the Voting Stock of the Company
                    inadvertently,  and  such  Person  divests  as  promptly  as
                    practicable  a  sufficient  number  of  shares  so that such
                    Person  beneficially  owns less than 20% of the Voting Stock
                    of the  Company,  then  no  Change  in  Control  shall  have
                    occurred as a result of such Person's acquisition; or

         (ii)  a majority of the Directors are not Incumbent Directors; or

         (iii) the consummation of a reorganization, merger or consolidation, or
               sale or  other  disposition  of all or  substantially  all of the
               assets of the  Company  or the  acquisition  of assets of another
               corporation,    or   other   transaction   (each,   a   "Business
               Combination"),  unless, in each case,  immediately following such
               Business   Combination  (A)  all  or  substantially  all  of  the
               individuals and entities who were the beneficial owners of Voting
               Stock  of  the  Company   immediately   prior  to  such  Business
               Combination  beneficially own, directly or indirectly,  more than
               60% of the combined voting power of the then  outstanding  shares
               of  Voting  Stock of the  entity  resulting  from  such  Business
               Combination (including,  without limitation, an entity which as a
               result  of  such   transaction   owns  the   Company  or  all  or
               substantially  all of the  Company's  assets  either  directly or
               through one or more subsidiaries),  (B) no Person (other than the
               Company, such entity resulting from such Business Combination, or
               any  employee  benefit  plan  (or  related  trust)  sponsored  or
               maintained  by  the  Company,   any  Subsidiary  or  such  entity
               resulting  from such  Business  Combination)  beneficially  owns,
               directly or indirectly,  20% or more of the combined voting power
               of the then  outstanding  shares  of Voting  Stock of the  entity
               resulting  from  such  Business  Combination,  and (C) at least a
               majority of the members of the Board of  Directors  of the entity
               resulting from such Business Combination were Incumbent Directors
               at the time of the  execution of the initial  agreement or of the
               action of the Board providing for such Business Combination; or
<PAGE>

         (iv)  approval  by  the  shareholders  of  the  Company  of a  complete
               liquidation or dissolution of the Company,  except  pursuant to a
               Business  Combination that complies with clauses (A), (B) and (C)
               of Subsection 13(c)(iii).

(d) For purposes of this Section 13, "Incumbent Directors" means the individuals
who, as of the date  hereof,  are  Directors  of the Company and any  individual
becoming a Director subsequent to the date hereof whose election, nomination for
election by the Company's shareholders,  or appointment,  was approved by a vote
of at least  two-thirds of the then  Incumbent  Directors  (either by a specific
vote or by approval of the proxy  statement  of the Company in which such person
is named as a nominee  for  director,  without  objection  to such  nomination);
provided, however, that an individual shall not be an Incumbent Director if such
individual's  election  or  appointment  to the  Board  occurs as a result of an
actual or threatened  election  contest (as  described in Rule  14a-12(c) of the
Act) with  respect to the  election or removal of  Directors  or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board.

(e) For purposes of this Section 13, "Voting Stock" means securities entitled to
vote generally in the election of directors.

Section  14.   Adjustments.

In the event of any  merger,  reorganization,  consolidation,  recapitalization,
stock dividend,  stock split-up,  reverse stock split,  combination of shares or
other change in corporate  structure  affecting the Common Stock, a substitution
or adjustment  shall be made in (i) the aggregate  number of shares reserved for
issuance  under the Plan,  and (ii) the kind,  number and Award  Price of shares
subject to outstanding Awards granted under the Plan as may be determined by the
Administrator,  in its sole  discretion,  provided  that the  number  of  shares
subject to any Award shall always be a whole number. Such other substitutions or
adjustments shall be made as may be determined by the Administrator, in its sole
discretion.

Upon any  adjustment  made  pursuant to this Section 14 the Company  will,  upon
request,  deliver  to the  Participant  or to  the  Participant's  Successors  a
certificate of its Secretary  setting forth the Award Price thereafter in effect
and the number  and kind of shares or other  securities  thereafter  purchasable
upon the exercise of such Award.

Section  15.   Use of Proceeds.

The proceeds received by the Company from the sale of shares pursuant to Options
granted under this Plan or from the exercise of other Awards shall be available
for general corporate purposes.

Section  16.   Tax Withholding.

The  Administrator  may  establish  such rules and  procedures  as it  considers
desirable in order to satisfy any  obligation of the Company and any  Subsidiary
to withhold  federal  income taxes or other taxes with respect to any Award made
under the Plan.  Such rules and procedures may provide (i) in the case of Awards
paid in shares of Common Stock,  that the person receiving the Award may satisfy
the  withholding  obligation by  instructing  the Company to withhold  shares of
Common Stock otherwise  issuable upon exercise of such Award in order to satisfy
such withholding  obligation and (ii) in the case of an Award paid in cash, that
the  withholding  obligation  shall be satisfied by  withholding  the applicable
amount and paying the net amount in cash to the Participant.

Section  17.   Nontransferability.

No Award shall be transferable  by the Participant  otherwise than by will or by
the laws of descent and  distribution  or, in the case of an Award other than an
Incentive  Stock  Option,  pursuant to a domestic  relations  order  (within the
meaning of Rule  16a-12  promulgated  under the Act),  and such  Award  shall be
exercisable during the lifetime of an Participant only by the Participant or his
or her guardian or legal  representative.  Notwithstanding  the  foregoing,  the
Administrator  may set forth in the Award  Agreement  evidencing an Award (other
than an Incentive  Stock  Option) at the time of grant or  thereafter,  that the
Award may be transferred to members of the  Participant's  immediate  family, to
trusts  solely  for  the  benefit  of  such  immediate  family  members  and  to
partnerships  in which such family  members and/or trusts are the only partners,
and for purposes of this Plan,  a  transferee  of an Award shall be deemed to be
the  Participant.  For this purpose,  immediate  family means the  Participant's
spouse,  parents,  children,  stepchildren and  grandchildren and the spouses of
such parents,  children,  stepchildren and grandchildren.  The terms of an Award
shall be  final,  binding  and  conclusive  upon the  beneficiaries,  executors,
administrators, heirs and successors of the Participant.
<PAGE>

Section  18.   Interpretation, Amendments and Termination.

The  Administrator  may make  such  rules and  regulations  and  establish  such
procedures for the  administration of the Plan as it deems  appropriate.  In the
event of any dispute or disagreement as to the interpretation of this Plan or of
any rule,  regulation or procedure,  or as to any question,  right or obligation
arising from or related to the Plan, the decision of the Administrator  shall be
final and binding upon all persons.

The  Board  may  amend,  alter  or  discontinue  the  Plan,  but  no  amendment,
alteration,  or discontinuation  shall be made that would impair the rights of a
Participant  under any Award  theretofore  granted  without  such  Participant's
consent, or that, without the approval of the Company stockholders, would:

         (a) except as  provided  in Section 14,  increase  the total  number of
         shares of Common Stock reserved for the purposes of the Plan;

         (b) change the Employees or class of Employees  eligible to participate
         in the Plan;

         (c) extend the maximum period during which Awards may be granted; or

         (d)  change  the  provisions  of  subsections  7.A.  and  B.  requiring
         stockholder  approval  of the  grant of an Option at less than the Fair
         Market  Value of the Common  Stock on the date the Option is granted or
         of subsection 7.C.4. prohibiting the reduction in the exercise price of
         an Option after the date of its grant.

Other than as set forth above,  stockholder approval under this Section 18 shall
be  required  only at such times and under  such  circumstances  as  stockholder
approval  would be  required  under  Rule  16b-3 of the Act with  respect to any
material amendment to any employee benefit plan of the Company.

The  Administrator  may  amend  the  terms  of any  award  theretofore  granted,
prospectively  or  retroactively,  but,  subject to  Section  14 above,  no such
amendment shall impair the rights of any holder without his or her consent.  The
Board of  Directors  may, in its  discretion,  terminate  this Plan at any time.
Termination  of the Plan shall not affect  the rights of  Participants  or their
Successors under any Awards outstanding and not exercised in full on the date of
termination.

Section  19.   General Provisions.

No Award may be  exercised  by the  holder  thereof  if such  exercise,  and the
receipt  of cash or stock  thereunder,  would  be,  in the  opinion  of  counsel
selected by the  Administrator,  contrary to law or the  regulations of any duly
constituted authority having jurisdiction over the Plan.

Absence on leave approved by a duly constituted officer of the Company or any of
its Subsidiaries shall not be considered  interruption or termination of service
of any  Employee  for any  purposes  of the Plan or Awards  granted  thereunder,
except that no Awards may be granted to an Employee while he or she is absent on
leave.

No Participant shall have any rights as a stockholder with respect to any shares
subject  to Awards  granted to him or her under the Plan prior to the date as of
which he or she is actually recorded as the holder of such shares upon the stock
records of the Company.
<PAGE>

Nothing contained in the Plan or in Awards granted  thereunder shall confer upon
any  Employee  any right to  continue in the employ of the Company or any of its
Subsidiaries or interfere in any way with the right of the Company or any of its
Subsidiaries to terminate his or her employment at any time.

Any Award Agreement may provide that stock issued upon exercise of any Award may
be subject to such restrictions,  including, without limitation, restrictions as
to transferability and restrictions constituting substantial risks or forfeiture
as the Committee may determine at the time such Award is granted.

Section  20.   Indemnification and Exculpation.

Each person who is or shall have been a member of the Board of  Directors  or of
the Committee  administering  the Plan shall be indemnified and held harmless by
the Company against and from any and all loss,  cost,  liability or expense that
may be imposed upon or reasonably  incurred by such person in connection with or
resulting from any claim, action, suit or proceeding to which such person may be
or become a party or in which such person may be or become involved by reason of
any action  taken or failure to act under the Plan and  against and from any and
all  amounts  paid by such  person in  settlement  thereof  (with the  Company's
written  approval) or paid by such person in  satisfaction  of a judgment in any
such action, suit or proceeding, except a judgment in favor of the Company based
upon a finding of such person's  lack of good faith;  subject,  however,  to the
condition that, upon the  institution of any claim,  action,  suit or proceeding
against  such  person,  such  person  shall  in  writing  give  the  Company  an
opportunity,  at its own  expense,  to handle and defend  the same  before  such
person undertakes to handle and defend it on such person's behalf. The foregoing
right of indemnification shall not be exclusive of any other right to which such
person may be  entitled as a matter of law or  otherwise,  or any power that the
Company may have to indemnify or hold such person harmless.

Each member of the Board of  Directors  or of the  Committee  administering  the
Plan, and each officer and employee of the Company,  shall be fully justified in
relying or acting in good faith upon any  information  furnished  in  connection
with the  administration of the Plan by any appropriate  person or persons other
than such  person.  In no event  shall any  person  who is or shall  have been a
member of the Board of Directors or of the Committee  administering the Plan, or
an officer or employee of the Company be held liable for any determination  made
or  other  action  taken  or any  omission  to act in  reliance  upon  any  such
information,  or for any action (including the furnishing of information)  taken
or any failure to act, if in good faith.

Section  21.   Notices.

All notices under the Plan shall be in writing, and if to the Company,  shall be
delivered to the Secretary of the Company or mailed to its principal office, 250
Parkcenter  Blvd.,  Post Office Box 20,  Boise,  Idaho  83726,  addressed to the
attention  of  the  Secretary;  and  if to a  Participant,  shall  be  delivered
personally or mailed to the Participant at the address  appearing in the payroll
records of the Company or a  Subsidiary.  Such  addresses  may be changed at any
time by written notice to the other party.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>abs10q32002exhibit10-461.txt
<DESCRIPTION>AMENDED 1995 STOCK-BASED INCENTIVE PLAN
<TEXT>
                                                                 Exhibit 10.46.1

                                ALBERTSON'S, INC.
                              AMENDED AND RESTATED
                         1995 STOCK-BASED INCENTIVE PLAN
                       NONQUALIFIED STOCK OPTION AGREEMENT

     THIS ALBERTSON'S,  INC. 1995 STOCK-BASED  INCENTIVE PLAN NONQUALIFIED STOCK
OPTION  AGREEMENT  ("Agreement") is made between  Albertson's,  Inc., a Delaware
corporation ("Company"), and<<First_Name>><<Last_Name>>("Optionee"), an employee
of the Company or of one of the Company's subsidiaries.

     1. The  Company,  pursuant  to its Amended and  Restated  1995  Stock-Based
Incentive Plan ("Plan"),  hereby  confirms the grant to the Optionee on December
9,  2002 of an  option  ("Option")  to  purchase  <<Share_Award>>  shares of the
Company's Common Stock ("Common Stock") at a price of $21.99 per share,  subject
to the terms and  conditions  of the Plan  including,  but not  limited  to, the
acceleration provisions of Section 13 and the antidilution provisions of Section
14 thereof.  This Option is a  Nonqualified  Option as defined in the Plan.  The
Company  has  determined  that the  Optionee  holds a  position  of  substantial
responsibility,  has  demonstrated  special  capabilities  and  has  contributed
substantially  to  fiscal  performance.  The  Option  granted  pursuant  to this
Agreement is granted with the  expectation  that the Optionee  will  continue to
hold  a  comparable  or  higher  position,  demonstrate  such  capabilities  and
contribute  substantially to fiscal  performance during the entire ten-year term
of this Agreement.
     2. This  Option  will  expire on  December  8,  2012  and,  subject  to the
provisions of the Plan, is only exercisable prior to expiration of the Option as
follows:  (a) no portion of the Option may be exercised until one year after the
date of this  Agreement;  (b)  notwithstanding  anything to the contrary in this
Agreement,  no portion of the Option may be exercised  unless the Optionee shall
have been  continuously  employed by the Company from the date of this Agreement
to the date of such exercise or, after termination of the Optionee's  employment
by the Company,  in accordance with Subsection C.3. of Section 7 of the Plan and
paragraph  5 of this  Agreement;  (c)  after  one  year  from  the  date of this
Agreement,  the Optionee or the Optionee's "Successor" (as defined in Subsection
C.3.(d) of Section 7 of the Plan),  as the case may be, shall have the right, in
accordance  with Section 7 of the Plan,  to purchase  the shares  covered by the
Option in five annual  twenty  percent  (20%)  installments,  the first of which
installments may be purchased on the first anniversary of this Agreement and the
second,  third, fourth and fifth of which may be purchased on the second, third,
fourth and fifth  anniversaries  of this  Agreement,  respectively;  and (d) the
right to purchase the shares under this Agreement  shall be cumulative from year
to year,  to the extent  previously  unexercised,  until the  expiration  of the
Option so that, during the sixth through tenth years of the option,  100% of the
shares  will be  exerciseable  to the  extent  previously  unexercised.  For the
purposes of this  Agreement,  "continuously  employed" shall mean the absence of
any  interruption  or termination of employment  with the Company or with one of
the  Company's  subsidiaries.  Continuous  employment  shall  not be  considered
interrupted or terminated in the case of sick leave, military leave or any other
leave of absence  approved  by the Company or in the case of  transfers  between
locations of the Company or its subsidiaries.
<PAGE>

     3. This Option or any part thereof may only be  exercised by giving  notice
of exercise to the Corporate Secretary of the Company,  specifying the number of
shares to be  purchased.  The  aggregate  option price for all shares  purchased
pursuant to an exercise of this Option  shall be paid by one or any  combination
of the following:  cash,  personal check, wire transfer,  certified or cashier's
check or delivery of Common Stock  certificates  in accordance  with the Plan at
the time of such purchase and prior to issuance of such shares.  Any such Common
Stock  delivered  to the Company in payment of the option  price  hereunder,  if
acquired by the Optionee  from the Company upon the exercise of a stock  option,
shall  consist  of Mature  Stock as defined  in  Section  2(r) of the Plan.  For
purposes of this  Agreement,  "Mature  Stock"  shall mean Common Stock which was
obtained  through the  exercise of an option under the Plan or any other plan of
the  Company,  which is  delivered to the Company in order to exercise an Option
and which has been held  continuously  by an Optionee for the longer of: (i) six
months or more,  or (ii) any other  period that may in the future be  recognized
under Generally Accepted Accounting Principles for purposes of defining the term
"Mature Stock" in connection  with such an option  exercise.  The Optionee shall
furnish with each notice of exercise of any portion of the Option such documents
as the Company in its discretion may deem  necessary to assure  compliance  with
applicable  regulations of any stock  exchange or  governmental  authority.  The
Optionee or  Optionee's  Successor  shall have no rights as a  stockholder  with
respect to any share covered by the Option until the Optionee or Successor shall
have  become  the holder of record of such  share,  and  except as  provided  in
Section 14 of the Plan, no adjustments shall be made for dividends  (ordinary or
extraordinary,  whether in cash,  securities or other property) or distributions
or other  rights in respect of such share for which the record  date is prior to
the date on which the  Optionee  or  Successor  shall have  become the holder of
record thereof.

     4. The Option confirmed hereby is nontransferable by the Optionee except by
will or the laws of descent or  distribution,  pursuant to a domestic  relations
order (within the meaning of Rule 16a-12 promulgated under the Securities Act of
1933) or to members of the Optionee's  immediate family (as that term is defined
in Section 17 of the Plan),  to trusts solely for the benefit of such  immediate
family members or to partnerships in which such immediate  family members and/or
trusts are the only partners,  and for purposes of this Option,  such transferee
shall be  deemed  to be the  Optionee.  This  Option  may be  exercised  only in
accordance  with the terms of the Plan and only by execution and delivery to the
Company of the documents  prescribed by the Compensation  Committee of the Board
of Directors of the Company.

     5. The  following  post-termination  vesting and exercise  term  provisions
shall  apply  to this  Option:  (a) upon  death or  disability  (as  defined  in
Subsection  C.3.(b) of  Section 7 of the Plan)  prior to age 55 and ten years of
service  with the  Company,  the  portion of this  Option  which is  exercisable
immediately  prior to the date of death or to the Disability  Determination  (as
defined in  subsection  C.3.(b) of Section 7 of the Plan) may be  exercised  for
three years or the remainder of the option term,  whichever is shorter; (b) upon
death or  disability  subsequent  to age 55 and ten  years of  service  with the
Company,  this  Option  shall  become  immediately  exercisable  for  the  total
remaining  shares of this  Option and may be  exercised  for three  years or the
remainder of the option term,  whichever is shorter;  (c) upon  retirement at or
after age 55 and 10 years of service with the Company,  this Option shall become
immediately exercisable for the total remaining shares of this Option and may be
exercised  for five years or the  remainder  of the option  term,  whichever  is
shorter; (d) upon involuntary termination or demotion as set forth in Subsection
C.3.(a)  of  Section  7 of the  Plan,  the  portion  of  this  Option  which  is
exercisable  immediately  prior to the date of the  involuntary  termination  or
demotion may be exercised  for three months or the remainder of the option term,
whichever is shorter; and (e) upon voluntary termination or for any reason other
than as set forth in  subparagraphs  (a), (b), (c) or (d) above,  the portion of
this  Option  which  is then  exercisable  shall  terminate  on the date of such
termination of employment.
<PAGE>

     6. The Optionee agrees to pay to the Company,  on demand, the amount of any
taxes that may become applicable upon exercise of this Option. The Company shall
not be required to issue any shares unless and until the Optionee's  obligations
under this Paragraph 6 have been satisfied.  The tax withholding obligations may
be satisfied by the Optionee instructing the Company to withhold shares of stock
otherwise  issuable upon exercise of this Option in order to satisfy the minimum
tax withholding  amount  permissible  under the method that results in the least
amount withheld.

     7. If at any time the Board of Directors of the Company shall determine, in
its discretion,  that the listing,  registration or  qualification of the shares
covered by this  Agreement  upon any  securities  exchange or under any state or
Federal  law,  or  the  consent  or  approval  of  any  governmental  regulatory
authority, or evidence of the investment intent of the Optionee or Successor, is
necessary or desirable as a condition of the exercise of this Option, the Option
may not be  exercised,  in full or in  part,  unless  and  until  such  listing,
registration,  qualification,  consent or approval  or evidence  shall have been
effected or  obtained  free of any  conditions  not  legally  acceptable  to the
Company.

     8. This  Agreement  shall not be construed as giving the Optionee any right
to be retained in the employ of the Company or of a subsidiary,  or to affect or
limit in any way the right of the  Company  or of a  subsidiary  to  demote  the
Optionee or to terminate the employment of the Optionee.

     9. By execution of this Agreement,  the Optionee  acknowledges receipt of a
copy of the Albertson's,  Inc.  Amended and Restated 1995 Stock-Based  Incentive
Plan and Certain  Information  Regarding  the Plan and the Optionee has reviewed
such  documents.  The  Optionee  agrees  to  comply  with all of the  terms  and
conditions of this Agreement and the Plan.

     IN WITNESS  WHEREOF,  this Agreement has been executed as of the 9th day of
December, 2002.

     Albertson's, Inc.,                         Optionee
     a Delaware corporation


     By:_______________________                 ____________________________
        Chairman of the Board



     By:________________________
        Secretary
<PAGE>

This document  constitutes  part of a prospectus  covering  securities that have
been registered under the Securities Act of 1933.

The 2001  Albertson's,  Inc.  Annual Report to  Stockholders is available on the
Internet  at  albertsons.com  or  upon  request  to  the  Corporate  Secretary's
Department at 208-395-6999 or via email at stockoption@albertsons.com.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>abs10q32002exhibit10-462.txt
<DESCRIPTION>AWARD OF DEFERRED RESTRICTED STOCK UNITS
<TEXT>
                                                                Exhibit 10.46.2

                                                                December 9, 2002


                    Award of Deferred Restricted Stock Units


Pursuant  to Section 10 of the  Albertson's,  Inc.  Amended  and  Restated  1995
Stock-Based  Incentive Plan (the "Plan"),  ___name________  (the "Participant"),
________title__________,  of Albertson's, Inc. (the "Company") is hereby awarded
deferred restricted stock units (the "Units")  representing ______ shares of the
common  stock,  $1.00  par  value,  of  Albertson's,  Inc.  upon the  terms  and
conditions set forth below on December 9, 2002.

1.   Each Unit  represents a hypothetical  share of the Company's  common stock,
     $1.00 par value (the "Stock"), and will at all times be equal in value to a
     share of Stock. The Units will be credited to the Participant in an account
     established for the  Participant,  and an amount equal to the amount of the
     quarterly dividend on the equivalent amount of Stock will be paid quarterly
     to the Participant.

2.   The Units will vest as follows:  _____ Units on each of the first,  second,
     third,  fourth and fifth  anniversaries  of the award date (each a "Vesting
     Date"), provided that the Participant has been continuously employed by the
     Company from December 9, 2002 through the applicable Vesting Date.

3.   The vested Units will not be distributed in Stock to the Participant  until
     he or she retires or otherwise leaves the employment of the Company.

4.   In  consideration  of the grant of this award of Deferred Stock Units,  the
     Participant  agrees  during the term of this  agreement and for a period of
     one year from the last  Vesting  Date not to  become  employed  by  another
     company in the food and/or drug business that competes against the Company.

5.   Except as otherwise  permitted by the Plan's  Committee,  the Units are not
     assignable or transferable by the Participant  (voluntarily or by operation
     of law).

6.   The terms of the Plan with  regard to change of control  (Section 13 of the
     Plan) will apply to this award.

7.   The Participant  will not have any rights as a stockholder  with respect to
     any shares of Stock issuable  pursuant to the Units until the date on which
     a stock certificate (or certificates) representing such Stock is issued.

8.   The number of shares of Stock issuable pursuant to the Units are subject to
     equitable adjustment as provided in Section 14 of the Plan.

<PAGE>



9.   Notices  hereunder  will be  mailed  or  delivered  to the  Company  at the
     Corporate Secretary's  Department,  Albertson's,  Inc., P.O. Box 20, Boise,
     Idaho  83726 and will be  mailed or  delivered  to the  Participant  at the
     Participant's  address set forth in the payroll records of the Company,  or
     in either case at such other address as one party may subsequently  furnish
     to the other party in writing.

10.  This award will not confer upon the  Participant  any right with respect to
     continuance of employment by the Company,  nor will it interfere in any way
     with any right of the Company to terminate the Participant's  employment at
     any time.

11.  The laws of the State of  Delaware  will  govern this award and all matters
     related hereto.

12.  This  award is  subject to the terms of the Plan,  and the  Participant  is
     being delivered a copy of the Plan with this award agreement.

13.  The Participant will pay to the Company,  on demand,  any taxes the Company
     reasonably  determines it is required to withhold under applicable tax laws
     with respect to the Units or the issuance of Stock  pursuant to this award.
     The  tax  withholding  obligation  may  be  satisfied  by  the  Participant
     instructing  the Company to  withhold  shares of stock  otherwise  issuable
     pursuant  to this award in order to satisfy  the  minimum  tax  withholding
     amount  permissible  under the  method  that  results  in the least  amount
     withheld.

14.  This agreement may be executed in two or more  counterparts,  each of which
     will be an original but all of which  together  will  represent one and the
     same agreement.

15.  This agreement  cannot be changed or terminated  orally.  The agreement and
     the Plan contain the entire  agreement  between the parties relating to the
     subject matter hereof.


     PARTICIPANT                            ALBERTSON'S, INC.

     _____________________________          By: ________________________________
     Participant Name                       Chairman and Chief Executive Officer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>10
<FILENAME>abs10q32002exhibit99-1.txt
<DESCRIPTION>CERTIFICATION OF CEO AND CFO
<TEXT>
                                                                    Exhibit 99.1


                    Certification of CEO and CFO Pursuant to
                             18 U.S.C. Section 1350,
                             as Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly  Report on Form 10-Q of Albertson's,  Inc. (the
"Company")  for the  quarterly  period ended October 31, 2002, as filed with the
Securities and Exchange  Commission on the date hereof (the "Report"),  Lawrence
R. Johnston, as Chief Executive Officer of the Company, and Felicia D. Thornton,
as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18
U.S.C.  ss. 1350, as adopted  pursuant to ss. 906 of the  Sarbanes-Oxley  Act of
2002, that, to the best of his/her knowledge:

       (1)    The Report fully complies with the  requirements  of Section 13(a)
              or 15(d) of the Securities Exchange Act of 1934; and

       (2)    The information  contained in the Report fairly  presents,  in all
              material  respects,   the  financial   condition  and  results  of
              operations  of the  Company  as of the dates  and for the  periods
              expressed in the report.



Date: December 11, 2002                 /S/ Lawrence R. Johnston
                                        --------------------------------
                                        Lawrence R. Johnston
                                        Chairman of the Board and
                                         Chief Executive Officer





Date: December 11, 2002                 /S/ Felicia D. Thornton
                                        ---------------------------------
                                        Felicia D. Thornton
                                        Executive Vice President
                                         and Chief Financial Officer




This   certification   accompanies  the  Report  pursuant  to  ss.  906  of  the
Sarbanes-Oxley  Act of 2002 and shall not,  except to the extent required by the
Sarbanes-Oxley  Act of 2002,  be deemed filed by the Company for purposes of ss.
18 of the Securities Exchange Act of 1934, as amended.

</TEXT>
</DOCUMENT>
</SUBMISSION>
