<SUBMISSION>
<ACCESSION-NUMBER>0000891020-06-000138
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>27
<PERIOD>20060504
<FILING-DATE>20060531
<DATE-OF-FILING-DATE-CHANGE>20060531
<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>06877808
</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>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>New Albertsons INC
<CIK>0001355833
<IRS-NUMBER>204067706
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0202
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>333-132397-01
<FILM-NUMBER>06877809
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>250 EAST PARKCENTER BOULEVARD
<CITY>BOISE
<STATE>ID
<ZIP>83706
<PHONE>208-395-6200
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>250 EAST PARKCENTER BOULEVARD
<CITY>BOISE
<STATE>ID
<ZIP>83706
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>New Aloha CORP
<DATE-CHANGED>20060310
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>v21009e10vq.htm
<DESCRIPTION>FORM 10-Q
<TEXT>
<HTML>
<HEAD>
<TITLE>e10vq</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">





<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>




<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM 10-Q</B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></B>
</DIV>

<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>Quarterly Report Pursuant to Section&nbsp;13 or 15(d)<BR>
of the Securities Exchange Act of 1934</B></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>For the 13 Weeks Ended: May&nbsp;4, 2006</B></DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="31%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="19%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Registrant, State of Incorporation,</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="center"><B>Commission File No.</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Address and Telephone Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>I.R.S. Employer Identification No.</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR style="font-size: 1px">
    <TD colspan="5" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">1-6187
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" valign="top"><Font style="font-size:24pt"><B>Albertson&#146;s, Inc.</B>
</Font></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">82-0184434</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Delaware</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">250 Parkcenter Blvd.</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">PO Box 20</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Boise, Idaho 83726</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(208) 395-6200</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">333-132397-01
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" valign="top"><Font style="font-size:24pt"><B>New Albertson&#146;s, Inc.</B>
</Font></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">20-4057706</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Delaware</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">250 Parkcenter Blvd.</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">PO Box 20</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Boise, Idaho 83726</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(208) 395-6200</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indicate by check mark whether the Registrant (1)&nbsp;has filed all reports required to be filed
by Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12&nbsp;months (or
for such shorter period that the Registrant was required to file such reports), and (2)&nbsp;has been
subject to such filing requirements for the past 90&nbsp;days.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="60%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Albertson&#146;s, Inc.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Yes <FONT face="Wingdings">&#254;</FONT> No <FONT face="Wingdings">&#111;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;New Albertson&#146;s, Inc.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Yes <FONT face="Wingdings">&#254;</FONT> No <FONT face="Wingdings">&#111;</FONT></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indicate by check mark whether the Registrant is a large accelerated file, an accelerated
filer, or a non-accelerated filer. See definition of &#147;accelerated filer and large accelerated
filer&#148; in Rule&nbsp;12b-2 of the Exchange Act. (Check one):
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="64%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 0px solid #000000">Large</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 0px solid #000000">Accelerated</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 0px solid #000000">Non-Accelerated</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Accelerated Filer</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Filer</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Filer</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Albertson&#146;s, Inc</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><FONT face="Wingdings">&#254;</FONT></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><FONT face="Wingdings">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">New Albertson&#146;s, Inc</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><FONT face="Wingdings">&#254;</FONT></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indicate by check mark whether the Registrant is a shell company (as defined in Rule&nbsp;12b-2 of
the Exchange Act).
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="60%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Albertson&#146;s, Inc.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Yes <FONT face="Wingdings">&#111;</FONT> No <FONT face="Wingdings">&#254;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;New Albertson&#146;s, Inc.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Yes
<FONT face="Wingdings">&#111;</FONT> No <FONT face="Wingdings">&#254;</FONT></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
number of shares of Albertson&#146;s, Inc. common stock, $1.00 par
value, outstanding at May&nbsp;30, 2006 was 371,628,820. The number of shares of New Albertson&#146;s, Inc. common stock, $.01 par
value, outstanding at May&nbsp;30, 2006 was 100, all of which were owned as of such date by Albertson&#146;s,
Inc.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>New Albertson&#146;s, Inc. meets the conditions set forth in General Instruction (H)(1)(a) and (b)
of </B><B>Form 10-Q</B><B> and is therefore filing this Form with the reduced disclosure format permitted by such
instruction.</B>
</DIV>

<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>





<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">







<DIV align="left">
<!-- TOC -->
</DIV>
<DIV align="left">
<A name="tocpage"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ALBERTSON&#146;S INC.<BR>
INDEX</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="76%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="left" valign="top"><A href="#101"><B>PART I.</B></A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#101"><B>FINANCIAL INFORMATION</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><A href="#102"><B>Item 1.</B></A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#102"><B>Financial Statements &#150; Albertson&#146;s, Inc. (Unaudited)</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:30px; text-indent:-15px"><A href="#103">Condensed Consolidated Earnings Statements for the 13&nbsp;weeks ended May&nbsp;4, 2006
and May&nbsp;5, 2005</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">3</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:30px; text-indent:-15px"><A href="#104">Condensed Consolidated Balance Sheets as of May&nbsp;4, 2006 and February&nbsp;2, 2006</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:30px; text-indent:-15px"><A href="#105">Condensed Consolidated Cash Flow Statements for the 13&nbsp;weeks ended May&nbsp;4, 2006
and May&nbsp;5, 2005</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">5</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:30px; text-indent:-15px"><A href="#106">Notes to Condensed Consolidated Financial Statements</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">6</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:30px; text-indent:-15px"><A href="#107">Report of Independent Registered Public Accounting Firm</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">19</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px"><B>Financial Statements &#150; New Albertson&#146;s, Inc. (Unaudited)</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:30px; text-indent:-15px"><A href="#108">Consolidated Earnings Statement for the 13&nbsp;weeks ended May&nbsp;4, 2006</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">20</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:30px; text-indent:-15px"><A href="#109">Consolidated Balance Sheets as of May&nbsp;4, 2006 and February&nbsp;2, 2006</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">21</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:30px; text-indent:-15px"><A href="#110">Consolidated Cash Flow Statement for the 13&nbsp;weeks ended May&nbsp;4, 2006</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">22</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:30px; text-indent:-15px"><A href="#111">Notes to Consolidated Financial Statements</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">23</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:30px; text-indent:-15px"><A href="#112">Report of Independent Registered Public Accounting Firm</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">25</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><A href="#113"><B>Item 2.</B></A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#113"><B>Management&#146;s Discussion and Analysis of Financial Condition and Results of
Operations</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">26</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><A href="#114"><B>Item 3.</B></A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#114"><B>Quantitative and Qualitative Disclosures About Market Risk</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">31</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><A href="#115"><B>Item 4.</B></A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#115"><B>Controls and Procedures</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">31</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><A href="#116"><B>PART II</B></A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#116"><B>OTHER INFORMATION</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#117"><B>Cautionary Statement</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">32</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><A href="#118"><B>Item 1.</B></A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#118"><B>Legal Proceedings</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">32</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><A href="#119"><B>Item 1A.</B></A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#119"><B>Risk Factors</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">33</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><A href="#120"><B>Item 2.</B></A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#120"><B>Unregistered Sales of Equity Securities and Use of Proceeds</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">34</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><A href="#121"><B>Item 3.</B></A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#121"><B>Defaults Upon Senior Securities</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">34</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><A href="#122"><B>Item 4.</B></A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#122"><B>Submission of Matters to a Vote of Security Holders</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">34</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><A href="#123"><B>Item 5.</B></A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#123"><B>Other Information</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">34</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><A href="#124"><B>Item 6.</B></A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#124"><B>Exhibits</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">35</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v21009exv10w4w2.txt">EXHIBIT 10.4.2</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v21009exv10w6w5.txt">EXHIBIT 10.6.5</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v21009exv10w10w5.txt">EXHIBIT 10.10.5</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v21009exv10w13w8.txt">EXHIBIT 10.13.8</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v21009exv10w13w9.txt">EXHIBIT 10.13.9</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v21009exv10w14w3.txt">EXHIBIT 10.14.3</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v21009exv10w15w4.txt">EXHIBIT 10.15.4</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v21009exv10w20w7.txt">EXHIBIT 10.20.7</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v21009exv10w21w5.txt">EXHIBIT 10.21.5</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v21009exv10w30w2.txt">EXHIBIT 10.30.2</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v21009exv10w43w1.txt">EXHIBIT 10.43.1</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v21009exv10w44w1.txt">EXHIBIT 10.44.1</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v21009exv10w45w1.txt">EXHIBIT 10.45.1</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v21009exv10w47w1.txt">EXHIBIT 10.47.1</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v21009exv10w48w1.txt">EXHIBIT 10.48.1</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v21009exv10w49.txt">EXHIBIT 10.49</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v21009exv10w62w1.txt">EXHIBIT 10.62.1</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v21009exv10w64.txt">EXHIBIT 10.64</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v21009exv10w65.txt">EXHIBIT 10.65</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v21009exv15w01.txt">EXHIBIT 15.01</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v21009exv31w1.txt">EXHIBIT 31.1</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v21009exv31w2.txt">EXHIBIT 31.2</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v21009exv31w3.txt">EXHIBIT 31.3</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v21009exv31w4.txt">EXHIBIT 31.4</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v21009exv32w1.txt">EXHIBIT 32.1</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v21009exv32w2.txt">EXHIBIT 32.2</A></FONT></TD></TR>
</TABLE>
</DIV>

<DIV align="left">
<!-- /TOC -->
</DIV>

<P align="center" style="font-size: 10pt">2
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="101"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>PART I. FINANCIAL INFORMATION</B>
</DIV>

<DIV align="left">
<A name="102"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Item&nbsp;1. Financial Statements</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>ALBERTSON&#146;S, INC.</B>

</DIV>
<DIV align="left">
<A name="103"></A>
</DIV>

<DIV align="left" style="font-size: 10pt"><B>CONDENSED CONSOLIDATED EARNINGS STATEMENTS<br>
(Unaudited)</B></DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="76%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7" style="border-bottom: 1px solid #000000">13 Weeks Ended</TD>

</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">May 4,</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">May 5,</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In millions, except per share data)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">2006</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">2005</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">9,940</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">9,993</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Cost of sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,097</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,183</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Gross profit</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,843</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,810</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Selling, general and administrative expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,462</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,517</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Operating profit</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">381</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">293</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Other expenses (income):</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Interest, net</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">119</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">132</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Other, net</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(1</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(1</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Earnings from continuing operations before income taxes</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">263</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">162</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Income tax expense</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">97</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">55</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Earnings from continuing operations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">166</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">107</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Income (loss)&nbsp;from discontinued operations, net of tax
expense of $1 and tax benefit of $5</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(7</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Net earnings</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">167</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">100</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Earnings (loss)&nbsp;per share*:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Basic</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Continuing operations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">0.45</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">0.29</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Discontinued operations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(0.02</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Net earnings</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.45</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.27</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Diluted</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Continuing operations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">0.44</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">0.29</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Discontinued operations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(0.02</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Net earnings</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.45</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.27</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Weighted average common shares outstanding:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Basic</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">372</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">370</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Diluted</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">375</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">371</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>May not sum due to rounding</TD>
</TR>

</TABLE>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">See Notes to Condensed Consolidated Financial Statements
</DIV>


<P align="center" style="font-size: 10pt">3
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ALBERTSON&#146;S, INC.</B>
</DIV>

<DIV align="left">
<A name="104"></A>
</DIV>

<DIV align="left" style="font-size: 10pt"><B>CONDENSED CONSOLIDATED BALANCE SHEETS<br>
(Unaudited)</B></DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="76%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">May 4,</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">February 2,</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In millions, except par value data)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">2006</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">2006</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">ASSETS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Current Assets:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Cash and cash equivalents</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">580</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">406</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Accounts and notes receivable (net of allowance for doubtful
accounts of $15 and $18, respectively)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">718</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">723</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Inventories, net</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,069</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,036</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Assets held for sale</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">22</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Prepaid and other</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">185</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">168</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Total Current Assets</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,567</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,355</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Land, buildings and equipment (net of accumulated depreciation and
amortization of $8,207 and $8,110, respectively)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,724</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,903</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Goodwill</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,269</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,269</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Intangibles, net</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">834</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">844</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Other assets</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">501</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">500</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Total Assets</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">17,895</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">17,871</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">LIABILITIES AND STOCKHOLDERS&#146; EQUITY</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Current Liabilities:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Accounts payable and accrued liabilities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">2,314</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">2,203</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Salaries and related liabilities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">586</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">743</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Self-insurance liabilities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">273</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">276</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Current maturities of long-term debt and capital lease obligations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">50</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">51</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Other current liabilities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">658</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">607</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Total Current Liabilities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,881</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,880</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,401</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,422</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Capital lease obligations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">853</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">856</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Self-insurance liabilities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">721</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">691</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Other long-term liabilities and deferred credits</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,155</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,315</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Commitments and contingencies</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Stockholders&#146; Equity:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Preferred stock - $1.00 par value; authorized - 10 shares;
designated &#150; 3 shares of Series&nbsp;A Junior Participating; issued &#150;
none</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Common stock - $1.00 par value; authorized - 1,200 shares; issued
&#150; 371 shares and 370 shares, respectively</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">371</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">370</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Capital in excess of par</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">159</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">122</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Accumulated other comprehensive loss</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(40</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(83</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Retained earnings</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,394</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,298</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Total Stockholders&#146; Equity</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,884</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,707</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Total Liabilities and Stockholders&#146; Equity</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">17,895</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">17,871</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">See Notes to Condensed Consolidated Financial Statements
</DIV>

<P align="center" style="font-size: 10pt">4
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>ALBERTSON&#146;S, INC.</B>

</DIV>
<DIV align="left">
<A name="105"></A>
</DIV>

<DIV align="left" style="font-size: 10pt"><B>CONDENSED CONSOLIDATED CASH FLOW STATEMENTS<br>
(Unaudited)</B></DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="76%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7" style="border-bottom: 1px solid #000000">13 Weeks Ended</TD>

</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">May 4,</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">May 5,</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In millions)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">2006</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">2005</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">CASH FLOWS FROM OPERATING ACTIVITIES:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Net earnings</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">167</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">100</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Adjustments to reconcile net earnings to net cash
provided by operating activities:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Depreciation and amortization</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">288</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">291</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Net deferred income taxes</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(26</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(12</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Other noncash charges</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Stock-based compensation</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Gain on curtailment of pension plans</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(47</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Net gain on asset sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(24</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(15</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Discontinued operations noncash charges</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Changes in operating assets and liabilities:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Receivables and prepaid expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(15</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(29</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Inventories</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(32</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(46</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Accounts payable and accrued liabilities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">127</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">175</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Other current liabilities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(104</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(179</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Self-insurance liabilities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">26</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">22</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Unearned income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(24</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(36</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Other long-term liabilities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(17</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:75px; text-indent:-15px">Net cash provided by operating activities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">338</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">309</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">CASH FLOWS FROM INVESTING ACTIVITIES:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Capital expenditures</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(175</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(212</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Proceeds from disposal of land, buildings and equipment</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">51</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">82</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Proceeds from disposal of assets held for sale</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Other</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(1</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:75px; text-indent:-15px">Net cash used in investing activities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(116</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(123</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">CASH FLOWS FROM FINANCING ACTIVITIES:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Net commercial paper activity</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(135</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Payments on long-term borrowings</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(9</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(9</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Dividends paid</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(70</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(70</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Proceeds from stock options exercised</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:75px; text-indent:-15px">Net cash used in financing activities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(48</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(213</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Net increase (decrease)&nbsp;in cash and cash equivalents</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">174</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(27</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Cash and cash equivalents at beginning of period</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">406</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">273</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Cash and cash equivalents at end of period</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">580</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">246</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Supplemental Cash Flow Information:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Debt assumed by counterparty upon disposal of property</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">18</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">See Notes to Condensed Consolidated Financial Statements
</DIV>

<P align="center" style="font-size: 10pt">5
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ALBERTSON&#146;S, INC.</B>
</DIV>

<DIV align="left">
<A name="106"></A>
</DIV>

<DIV align="left" style="font-size: 10pt"><B>NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS</B></DIV>



<DIV align="left" style="font-size: 10pt"><B>(Unaudited)<br>
(Dollars in millions, except per share data)</B></DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>NOTE 1 &#150; THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><U><B>Business Description and Basis of Presentation</B></U>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Albertson&#146;s, Inc. (&#147;Albertsons&#148; or the &#147;Company&#148;) 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 largest retail food and drug chains in the world.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">As of May&nbsp;4, 2006, the Company, through its divisions and subsidiaries, operated 2,461 stores in 37
states and 238 fuel centers near existing stores. Retail operations are supported by 19 major
Company distribution operations, strategically located in the Company&#146;s operating markets.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">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. These condensed consolidated
financial 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. These
condensed consolidated financial statements should be read in conjunction with the consolidated
financial statements and accompanying notes included in the Company&#146;s 2005 Annual Report on Form
10-K for the fiscal year ended February&nbsp;2, 2006 filed with the Securities and Exchange Commission.
The results of operations for the 13&nbsp;weeks ended May&nbsp;4, 2006 are not necessarily indicative of
results for a full year.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Condensed Consolidated Balance Sheet as of February&nbsp;2, 2006 has been derived from the audited
consolidated balance sheet as of that date.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Definitive Agreement to Sell the Company</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">On January&nbsp;22, 2006, Albertsons entered into a series of agreements (the &#147;Agreements&#148;) providing
for the sale of Albertsons to SUPERVALU INC. (&#147;Supervalu&#148;), CVS Corporation (&#147;CVS&#148;) and a
consortium of investors including Cerberus Capital Management, L.P., Kimco Realty Corporation,
Lubert-Adler Management, Inc., Klaff Realty, L.P. and Schottenstein Stores Corporation (the
&#147;Cerberus Group&#148;). As a result of a series of transactions provided for under the Agreements (the
&#147;Transactions&#148;), Albertsons&#146; stockholders will ultimately be entitled to receive $20.35 in cash and
0.182 shares of Supervalu common stock for each share of Albertsons&#146; common stock that they held
before the Transactions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Transactions are subject to approval by Albertsons&#146; stockholders and Supervalu&#146;s stockholders
(see Note 11 &#150; Subsequent Event) and the satisfaction or waiver of other customary closing
conditions. On March&nbsp;13, 2006, the pre-merger waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 for the Transactions expired, without the Federal Trade Commission or the
Antitrust Division of the U.S. Department of Justice imposing any conditions or restrictions on the
consummation of the Transactions. The Transactions are currently anticipated to be completed in
early June&nbsp;2006, but the completion of the Transactions could be delayed if, among other things,
all necessary approvals are not obtained by that time. The Company may be required to pay to
Supervalu a termination fee of $276 if the merger agreement is terminated under specified
circumstances.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Use of Estimates</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The preparation of the Company&#146;s consolidated financial statements, in conformity with accounting
principles generally accepted in the United States, requires management to make estimates and
assumptions. Some of these estimates require difficult, subjective or complex judgments about
matters that are inherently uncertain. As a result, actual results could differ from these
estimates. These estimates and assumptions affect the reported amounts of assets and liabilities
and the disclosure of contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
</DIV>

<P align="center" style="font-size: 10pt">6
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Cash and Cash Equivalents</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Company considers all highly liquid investments with a maturity of three months or less at the
time of purchase to be cash equivalents. The Company&#146;s banking arrangements allow the Company to
fund outstanding checks when presented to the financial institution for payment. This cash
management practice frequently results in a net cash book overdraft position, which occurs when
total issued checks exceed available cash balances at a single financial institution. The Company
records its cash disbursement accounts with a net cash book overdraft
position in Accounts payable and accrued liabilities in the Condensed Consolidated Balance Sheets, and the net change in cash book overdrafts in the
Accounts payable and accrued liabilities line item within the Cash flows from operating activities
section of the Condensed Consolidated Cash Flow Statements. At May&nbsp;4, 2006 and February&nbsp;2, 2006,
the Company had net book overdrafts of $281 and $234, respectively, classified in Accounts payable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The majority of payments due from banks for third-party credit card, debit card and electronic
benefit transactions (&#147;EBT&#148;) process within 24 to 48 hours, except for transactions occurring on a
Friday, which are generally processed the following Monday. All credit card, debit card and EBT
transactions that process in less than seven days are classified as Cash and cash equivalents.
Amounts due from banks for these transactions classified as Cash and cash equivalents in the
Condensed Consolidated Balance Sheets totaled $55 and $54 at May&nbsp;4, 2006 and February&nbsp;2, 2006,
respectively.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Inventories</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The amount of vendor funds reducing inventory (&#147;inventory offset&#148;) as of May&nbsp;4, 2006 was $186, a
decrease of $1 from February&nbsp;2, 2006. The inventory offset was determined by estimating the average
inventory turnover rates by product category for the grocery, general merchandise and lobby
departments (these departments received over three-quarters of the Company&#146;s vendor funds in 2005)
and by estimating the average inventory turnover rates by department for the remaining inventory.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Net earnings reflect the application of the LIFO method of valuing certain inventories. Quarterly
inventory determinations under LIFO are based on assumptions as to projected inventory levels at
the end of the year and the rate of inflation for the year. This determination resulted in pretax
LIFO expense of $4 for the 13&nbsp;weeks ended May&nbsp;4, 2006. For the 13&nbsp;weeks ended May&nbsp;5, 2005 the
Company recognized a pretax LIFO expense of $6, which was offset by a pretax LIFO credit of $10
related to a prior-year LIFO reserve adjustment, for a net pretax LIFO credit of $4.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Comprehensive
Income</B></U></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Comprehensive
income refers to net income plus certain other items that are
recorded directly to Stockholders&#146; Equity. For the 13 weeks
ended May 4, 2006, comprehensive income was $209, consisting of net
earnings and  a change in the minimum pension liability of $69 ($42
net of tax). For the 13 weeks ended May 5, 2005, comprehensive income
was $100, consisting of net earnings.</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Reclassifications</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Prior to the second quarter of 2005, liabilities incurred to acquire or construct assets were
included in Net cash provided by operating activities in the Company&#146;s Condensed Consolidated Cash
Flow Statements. Effective in the second quarter of 2005, these liabilities were excluded from Net
cash provided by operating activities and the related payments of those liabilities are reflected
as Capital expenditures within Net cash used in investing activities in the period in which they
are paid. The reclassification related to the 13&nbsp;weeks ended May&nbsp;5, 2005 resulted in a $20 increase
in Net cash provided by operating activities and a $20 increase in Net cash used in investing
activities for capital expenditures.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Certain other reclassifications have been made in the prior period&#146;s financial statements to
conform to classifications used in the current period.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>NOTE 2 &#150; NEW AND RECENTLY ADOPTED ACCOUNTING STANDARDS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In December&nbsp;2004 the Financial Accounting Standards Board (&#147;FASB&#148;) issued Statement of Financial
Accounting Standards (&#147;SFAS&#148;) No.&nbsp;123 (Revised 2004), &#147;Share-Based Payment&#148; (&#147;SFAS No.&nbsp;123(R)&#148;).
SFAS No.&nbsp;123(R) addresses the accounting for share-based payments to employees, including grants of
employee stock options. Under the new standard, companies will no longer be able to account for
share-based compensation transactions using the intrinsic value method in accordance with APB
Opinion No.&nbsp;25, &#147;Accounting for Stock Issued to Employees&#148; (&#147;APB Opinion No.&nbsp;25&#148;). Instead,
companies are required to account for such transactions using a fair-value method and recognize the
expense in their consolidated earnings statements. SFAS No.&nbsp;123(R) and related FASB Staff Positions
became effective for the Company on February&nbsp;3, 2006. The adoption of SFAS No.&nbsp;123(R) and its
effects are described in Note 10 &#150; Stock Options and Stock Unit Awards.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In November&nbsp;2004 the FASB issued SFAS No.&nbsp;151, &#147;Inventory Costs, an Amendment of ARB No.&nbsp;43,
Chapter&nbsp;4&#148; (&#147;SFAS No.&nbsp;151&#148;). SFAS No.&nbsp;151 clarifies that inventory costs that are &#147;abnormal&#148; are
required to be charged to expense as incurred as opposed to being capitalized into inventory as
product costs. SFAS No.&nbsp;151 provides examples of &#147;abnormal&#148; costs idle facilities, excess freight
and handling costs, and wasted materials (spoilage). SFAS No.&nbsp;151 became effective for the Company
on February&nbsp;3, 2006 and did not have a material effect on the Company&#146;s condensed consolidated
financial statements.
</DIV>

<P align="center" style="font-size: 10pt">7
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In May&nbsp;2005 the FASB issued SFAS No.&nbsp;154, &#147;Accounting Changes and Error Corrections &#150; a Replacement
of APB Opinion No.&nbsp;20 and FASB Statement No.&nbsp;3&#148; (&#147;SFAS No.&nbsp;154&#148;). SFAS No.&nbsp;154 requires
retrospective application as the required method for reporting a change in accounting principle,
unless impracticable or unless a pronouncement includes alternative transition provisions. SFAS No.
154 also requires that a change in depreciation, amortization or depletion method for long-lived,
non-financial assets be accounted for as a change in accounting estimate effected by a change in
accounting principle. This statement carries forward the guidance in APB Opinion No.&nbsp;20,
&#147;Accounting Changes,&#148; for the reporting of a correction of an error and a change in accounting
estimate. SFAS No.&nbsp;154 became effective for the Company on February&nbsp;3, 2006 and did not have a
material effect on the Company&#146;s condensed consolidated financial statements.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>NOTE 3 </B>&#150; <B>DISCONTINUED OPERATIONS, RESTRUCTURING ACTIVITIES AND CLOSED STORES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Company has a process to review its asset portfolio in an attempt to maximize returns on its
invested capital. As a result of these reviews, in recent years the Company has closed and disposed
of a number of properties through market exits, restructuring activities and on-going store
closures. The Company recognizes lease liability reserves and impairment charges associated with
these transactions. Summarized below are the significant transactions the Company has undertaken
and the related lease accrual activity.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Discontinued Operations</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In April&nbsp;2005 the Company entered into a definitive agreement to sell its operations in the
Jacksonville, Florida market to a single buyer. The sale was completed on August&nbsp;24, 2005. The
operations consisted of seven operating stores, of which four were owned and three leased. The
three lease agreements were assumed by the buyer. Results of operations for the seven stores have
been reclassified and presented as discontinued operations for the 13-week period ended May&nbsp;5,
2005.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In June&nbsp;2004 the Company announced its plan to sell, close or otherwise dispose of its operations
in the Omaha, Nebraska market, which consisted of 21 operating stores. Results of operations for
those stores have been reclassified and presented as discontinued operations for the 13-week
periods ended May&nbsp;4, 2006 and May&nbsp;5, 2005. As of May&nbsp;4, 2006 the Company had disposed of 19
properties. The two remaining properties are subject to operating leases and have no book value.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In April&nbsp;2004 the Company announced its plan to sell, close or otherwise dispose of its operations
in the New Orleans, Louisiana market, which consisted of seven operating stores and three
non-operating properties. Results of operations for those stores and properties have been
reclassified and presented as discontinued operations for the 13-week periods ended May&nbsp;4, 2006 and
May&nbsp;5, 2005. As of May&nbsp;4, 2006, the Company had disposed of seven properties. The three remaining
properties have a book value of $8 and are classified as Assets held for sale in the May&nbsp;4, 2006
Condensed Consolidated Balance Sheet.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In 2002 the Company announced its plan to sell, close or otherwise dispose of its operations in
four underperforming markets: Memphis, Tennessee; Nashville, Tennessee; Houston, Texas; and San
Antonio, Texas. This involved the sale or closure of 95 operating stores and two distribution
centers. As of May&nbsp;4, 2006, the Company had disposed of 90 properties. The seven remaining
properties have a book value of $2 and are classified as Assets held for sale in the May&nbsp;4, 2006
Condensed Consolidated Balance Sheet.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The results of discontinued operations were as follows:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="76%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7" style="border-bottom: 1px solid #000000">13 Weeks Ended</TD>

</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">May 4,</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">May 5,</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">2006</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">2005</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">20</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Loss from operations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">$</TD>
    <TD align="right">(1</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">$</TD>
    <TD align="right">(1</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Gain (loss)&nbsp;on disposal</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(11</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Income tax (expense)&nbsp;benefit</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(1</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Income (loss)&nbsp;from discontinued operations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">$</TD>
    <TD align="right">(7</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">8
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Restructuring Activities</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In 2001 the Company committed to a plan to restructure its operations by 1) closing 165
underperforming stores, 2) closing four division offices, 3) centralizing processing functions to
its store support centers, and 4) reducing overall store support center headcount. As of May&nbsp;4,
2006, the Company had disposed of or subleased 158 properties. The 11 remaining properties have no
book value.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The following table summarizes the accrual activity for future lease obligations related to
discontinued operations, restructuring activities and closed stores:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">Balance</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">Balance</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">February 2,</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">May 4,</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">2006</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">Additions</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">Payments</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">Adjustments</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">2006</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR style="font-size: 1px">
    <TD colspan="21" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">2004 Discontinued Operations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">2</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">2002 Discontinued Operations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(3</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">2001 Restructuring Activities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Closed Stores</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(2</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="21" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">35</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">$</TD>
    <TD align="right">(5</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">32</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="21" align="left" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The reserve balances as of May&nbsp;4, 2006 and February&nbsp;2, 2006 are included in Other current
liabilities and Other long-term liabilities and deferred credits in the Condensed Consolidated
Balance Sheets.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>NOTE 4 &#150; INTANGIBLES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The carrying amounts of intangibles were as follows:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="76%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">May 4,</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">February 2,</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">2006</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>

<TD nowrap align="right" colspan="2">2006</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Amortizing:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Favorable acquired operating leases</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">454</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">464</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Customer lists and other contracts</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">34</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">35</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Loyalty card and other</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">37</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">37</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">525</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">536</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Accumulated amortization</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(151</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(152</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">374</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">384</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Non-Amortizing:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Trade names</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">422</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">422</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Liquor licenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">38</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">38</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">460</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">460</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Intangibles, net</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">834</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">844</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">As of May&nbsp;4, 2006, amortizing intangible assets had remaining useful lives from less than one year
to 37&nbsp;years. Projected annual amortization expense for intangible assets is $36, $35, $33, $31 and
$29 for 2006, 2007, 2008, 2009 and 2010, respectively.
</DIV>

<P align="center" style="font-size: 10pt">9
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>NOTE 5 &#150; EMPLOYEE BENEFIT PLANS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Net periodic benefit expense for defined benefit pension plans consisted of the following:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="76%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7" style="border-bottom: 1px solid #000000">13 Weeks Ended</TD>

</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">May 4,</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">May 5,</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">2006</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">2005</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Service cost &#150; benefits earned during the period</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">10</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">9</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Interest cost on projected benefit obligations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Expected return on assets</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(20</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(16</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Amortization of prior service credit</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(2</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(2</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Recognized net actuarial loss</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Curtailment gain</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(47</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Net periodic benefit (gain)&nbsp;expense</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">$</TD>
    <TD align="right">(38</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">11</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Net periodic benefit expense for other postretirement benefits was less than $1 for the 13-week
periods ended May&nbsp;4, 2006 and May&nbsp;5, 2005. During the 13&nbsp;weeks ended May&nbsp;4, 2006, the Company
contributed $1 to its defined benefit pension plans.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">On May&nbsp;3, 2006, the Management Development/Compensation Committee of the Board of Directors of the
Company authorized amendments to the Albertsons Employees Corporate Pension Plan, Albertsons
Executive Pension Makeup Plan and the Shaw&#146;s Retirement Account Plan (the &#147;Plans&#148;). As a result of
these amendments, effective as of May&nbsp;28, 2006, no person will become eligible to participate in
the Plans on or following the effective date and all future benefit accruals under the Plans shall
cease. Also, as a result of these amendments, each participant&#146;s unvested account balance under the
Plans will become fully vested as of May&nbsp;28, 2006. The amendments to the Plans have been accounted
for as plan curtailments, resulting in the recognition of a $47 pretax curtailment gain ($0.08 per
diluted share, net of tax) for the 13&nbsp;weeks ended May&nbsp;4, 2006 that is included in Selling, general
and administrative expense in the Condensed Consolidated Earnings Statement. In connection with the
curtailment of the Plans, the projected benefit obligation for the Plans were remeasured using the
weighted average assumptions set forth below.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The projected benefit obligation, fair value of plan assets and funded status for all the
Company-sponsored defined benefit pension plans were as follows:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="88%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">May 4,</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">2006</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR style="font-size: 1px">
    <TD colspan="5" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Change in projected benefit obligation:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Projected benefit obligation at February&nbsp;2, 2006</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">1,267</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Service cost</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Interest cost</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Actuarial gain</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(104</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Curtailment effect</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(36</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Benefits paid</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(9</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="5" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Projected benefit obligation at May&nbsp;4, 2006</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,146</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="5" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Change in plan assets:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Fair value of plan assets at February&nbsp;2, 2006</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">999</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Actual return on plan assets</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">41</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Employer contributions</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Benefits paid</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(9</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="5" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Fair value of plan assets at May&nbsp;4, 2006</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,032</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="5" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Funded status</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(114</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Unrecognized net actuarial loss</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">55</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="5" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Net amount recognized</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">$</TD>
    <TD align="right">(59</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="5" align="left" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">10
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Amounts recognized in the Company&#146;s Condensed Consolidated Balance Sheet consisted of the
following:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="88%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">May 4,</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">2006</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR style="font-size: 1px">
    <TD colspan="5" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Accrued benefit liability</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">$</TD>
    <TD align="right">(128</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Accumulated other comprehensive loss, net of taxes</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">42</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Deferred income taxes</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="5" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Net amount recognized</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">$</TD>
    <TD align="right">(59</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="5" align="left" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The accumulated benefit obligation for all defined benefit pension plans was $1,145 at May&nbsp;4, 2006.
For the 13&nbsp;weeks ended May&nbsp;4, 2006, the Company recognized a decrease in the additional minimum
pension liability of $69 ($42 net of tax). This adjustment is included in Accumulated other
comprehensive loss.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Weighted average assumptions used for the defined benefit pension plans that were remeasured as of
May&nbsp;4, 2006 (due to curtailments) and all others that were last remeasured as of February&nbsp;2, 2006
consisted of the following:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="76%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">May 4,</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">February 2,</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">2006</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">2006</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Weighted average assumptions used to determine benefit obligation:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Discount rate</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">6.35</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">5.75</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Rate of compensation increase</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">2.98-3.75</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">2.98-3.75</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Weighted average assumptions used to determine net periodic benefit cost:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Discount rate</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5.75</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">5.40-5.45</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Rate of compensation increase</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">2.98-3.75</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">2.98-3.75</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Expected long-term return on plan assets <SUP style="font-size: 85%; vertical-align: text-top">(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.00</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.00</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Expected long-term return on plan assets is estimated by asset class and is generally based
on historical returns, volatilities and risk premiums. Based upon an individual plan&#146;s asset
allocation, composite return percentiles are developed upon which the plan&#146;s expected
long-term return is based.</TD>
</TR>

</TABLE>



<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>NOTE 6 &#150; INDEBTEDNESS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><U><B>Revolving Credit Facilities</B></U>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">As of May&nbsp;4, 2006, the Company had three revolving credit facilities totaling $1,400. The first
agreement, a five-year facility with total availability of $900, will expire in June&nbsp;2009. The
second agreement, a five-year facility with total availability of $100, will expire in July&nbsp;2009.
The third agreement, a revolving credit facility with total availability of $400, will expire in
June&nbsp;2010. The Company&#146;s commercial paper program is backed by all three of these credit
facilities. All of the agreements contain two financial covenants: 1) a minimum fixed charge
coverage ratio and 2) a maximum consolidated leverage ratio, each as defined in the credit
facilities. Under these facilities, the fixed charge coverage ratio shall not be less than 2.6 to 1
through April&nbsp;30, 2006 and 2.7 to 1 thereafter. The consolidated leverage ratio shall not exceed
4.5 to 1 through April&nbsp;30, 2006, 4.25 to 1 through April&nbsp;30, 2007, and 4.0 to 1 thereafter. As of
May&nbsp;4, 2006, the Company was in compliance with these requirements. No borrowings were outstanding
under the credit facilities as of May&nbsp;4, 2006 and February&nbsp;2, 2006. If the Transactions are
consummated (see Note 1 &#150; The Company and Significant Accounting Policies), each of these
facilities will be terminated by the Company. The Company had no outstanding commercial paper
borrowings at May&nbsp;4, 2006 and February&nbsp;2, 2006.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Mandatory Convertible Security Offering</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In May&nbsp;2004 the Company completed a public offering registered with the Securities and Exchange
Commission of 40,000,000 of 7.25% mandatory convertible securities (&#147;Corporate Units&#148;), yielding
net proceeds of $971. In June&nbsp;2004 the underwriters purchased an additional 6,000,000 Corporate
Units pursuant to an over-allotment option, yielding net proceeds of $146. Each Corporate Unit
consists of a purchase contract and, initially, a 2.5% ownership interest in one of the Company&#146;s
senior notes with a principal amount of one thousand dollars, which corresponds to a twenty-five
dollar principal amount of senior notes. The ownership interest in the senior notes is initially
pledged to secure the Corporate Unit holder&#146;s obligation to purchase Company common stock under the
related purchase contract. The holders of the Corporate Units may elect to substitute the senior
notes with zero-coupon U.S. treasury securities that mature on May&nbsp;15, 2007 having a principal
amount at maturity equal to the aggregate principal amount of the senior notes to secure the
purchase contracts. The senior notes bear an annual interest rate of 3.75%. In the first half of
2007 the aggregate principal amount of the senior notes will be
remarketed, which may result in a change in the interest rate and
maturity date of the senior notes. Proceeds from a
successful remarketing would be used to satisfy in full each Corporate Unit holder&#146;s obligation to
purchase common stock under the related purchase contract.
</DIV>

<P align="center" style="font-size: 10pt">11
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">If the senior notes are not successfully
remarketed, the holders will have the right to put their senior notes to the Company to satisfy
their obligations under the purchase contract in a noncash transaction. The purchase contracts
yield 3.5% per year on the stated amount of twenty-five dollars. Subsequent to a successful
remarketing, the senior notes will remain outstanding and the Company will settle its obligations
on the maturity date of the senior notes in February&nbsp;2009
or at
a later date if the maturity date is extended in connection with the
remarketing of the senior notes under the terms of the Corporate Units.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Each purchase contract obligates the holder to purchase, and the Company to sell, at a purchase
price of twenty-five dollars in cash, shares of the Company&#146;s common stock on or before May&nbsp;16,
2007 (the &#147;Purchase Contract Settlement Date&#148;). Generally, the number of shares each holder of the
Corporate Units is obligated to purchase depends on the average closing price per share of the
Company&#146;s common stock over a 20-day trading period ending on the third trading day immediately
preceding the Purchase Contract Settlement Date (the &#147;Trading Period&#148;), subject to anti-dilution
adjustments. If the average closing price of the Company&#146;s common stock for the Trading Period is
equal to or greater than $28.82 per share, the settlement rate will be 0.8675 shares of common
stock. If the average closing price for the Trading Period is less than $28.82 per share but
greater than $23.06 per share, the settlement rate is equal to twenty-five dollars divided by the
average closing price of the Company&#146;s common stock for the Trading Period. If the average closing
price for the Trading Period is less than or equal to $23.06 per share, the settlement rate will be
1.0841 shares of common stock. Under the terms of the purchase contracts, the Company would be
required to issue a minimum of 39,905,000 shares and a maximum of 49,868,600 shares of its common
stock. If the purchase contracts had been settled as May&nbsp;4, 2006, the Company would have issued
approximately 45,396,000 shares of its common stock. The holders of Corporate Units have the option
to settle their obligations under the purchase contracts at any time on or prior to the fifth
business day immediately preceding the Purchase Contract Settlement Date.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">As consideration for assuming the downside market risk without participating in all of the
potential appreciation of the Company&#146;s common stock, the holders of the Corporate Units receive a
quarterly purchase contract adjustment payment equal to 3.5% per annum of the value of the
Corporate Units. Upon issuance, a liability for the present value of the aggregate amount of the
purchase contract adjustment payments of $114 was recorded as a reduction of Stockholders&#146; Equity,
with an offsetting increase to Other long-term liabilities and Other current liabilities. The
initial reduction of Stockholders&#146; Equity represents the fair value of the contract adjustment
payments. Subsequent contract adjustment payments will reduce the liabilities, with a portion of
the payments recognized as interest expense for the amortization of the difference between the
aggregate amount of the contract adjustment payments and the present value thereof. Upon settlement
of each purchase contract, the Company will receive the stated amount of twenty-five dollars on the
purchase contract and will issue the requisite number of shares of common stock. The stated amount
received will be recorded as an increase to Stockholders&#146; Equity.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Before the issuance of common stock upon settlement of the purchase contracts, the Corporate Units
will be reflected in diluted earnings per share calculations using the treasury stock method as
defined by SFAS No.&nbsp;128, &#147;Earnings Per Share.&#148; Under this method, the number of shares of common
stock used in calculating diluted earnings per share (based on the settlement formula applied at
the end of the reporting period) is deemed to be increased by the excess, if any, of the number of
shares that would be issued upon settlement of the purchase contracts less the number of shares
that could be purchased by the Company in the market at the average market price during the period
using the proceeds to be received upon settlement. Therefore, dilution will occur for periods when
the average market price of the Company&#146;s common stock for the reporting period is above $28.82,
and will potentially occur when the average price of the Company&#146;s common stock for the 20-day
trading period preceding the end of the reporting period is lower than the average price of the
Company&#146;s common stock for the full reporting period. At
May&nbsp;4, 2006, the Corporate Units were
dilutive by approximately 212,000 shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Both the FASB and the EITF continue to study the accounting for financial instruments and
derivative instruments, including instruments such as the Corporate Units. It is possible that the
Company&#146;s accounting for the Corporate Units could be affected by new accounting rules that might
be issued by these groups. Accordingly, there can be no assurance that the method in which the
Corporate Units are reflected in the Company&#146;s diluted earnings per share will not change in the
future if accounting rules or interpretations evolve.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In summary, the Company received $1,150 in cash in 2004 upon issuance of the Corporate Units. In
February&nbsp;2007 (three months prior to the purchase contract settlement date in May&nbsp;2007), the
remarketing agent will attempt to remarket the senior notes on behalf of the holders of the
Corporate Units. If this initial remarketing is unsuccessful, the remarketing agent will attempt to
remarket the senior notes again in May&nbsp;2007 prior to the purchase contract settlement date in a
final remarketing. If the initial remarketing is successful, the cash proceeds will be delivered to
the collateral agent and will be used to purchase U.S. treasury securities maturing on or about the
purchase contract settlement date that will serve as collateral for the obligations under the
purchase contracts until the purchase contract settlement date. If the final remarketing is
required and is successful, the cash proceeds will be delivered to the collateral agent and will
serve as collateral for the obligations under the purchase contracts. In the case of any successful
remarketing, the collateral agent will use the cash in the collateral account to settle the
purchase contracts on the purchase contract settlement date on behalf of the holders of the
Corporate Units. Upon settlement of the purchase contracts, the Company will receive an additional
$1,150 in cash and will issue the
requisite number of shares of the Company&#146;s common stock. Thereafter, the shares of common stock
issued will be included in the calculation of basic earnings per share and the Company also will
have an obligation to pay the principal amount of the senior notes of $1,150 at the maturity date
in February&nbsp;2009 or at
a later date if the maturity date is extended in connection with the
remarketing of the senior notes under the terms of the Corporate Units.

</DIV>

<P align="center" style="font-size: 10pt">12
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">If the senior notes are not successfully remarketed, the Company may not receive cash from the
holders of the Corporate Units. Rather, the holders may elect to put the senior notes to the
Company on the purchase contract settlement date to satisfy their obligations under the purchase
contracts, and the Company will issue the requisite number of shares of its common stock in a
noncash transaction. Thereafter, the shares of common stock issued will be included in the
calculation of basic earnings per share.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Upon consummation of the Transactions described in Note 1 &#150; The Company and Significant Accounting
Policies, the Corporate Units would become the obligations of New Albertson&#146;s, Inc., which is to
become the successor company to Albertsons and, at closing of the Transactions, a wholly owned
subsidiary of Supervalu pursuant to the Transactions. In connection with the Transactions, the
holders of the Corporate Units will have an option to early settle their purchase contract
obligations at the settlement rate then in effect (rather than the settlement rate that would
result in the minimum amount of property being received). The early settlement option would expire
on the deadline provided for in a notice that would be sent to the holders within five business
days after the closing of the Transactions and which early settlement date must be no earlier than
ten days and no later than twenty days after the notice.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">If the holders of the Corporate Units do not elect to early settle their purchase contracts in
connection with the Transactions, the holders may continue to hold their Corporate Units and settle
their purchase contract obligations at the purchase contract settlement date of May&nbsp;16, 2007 and
receive cash and Supervalu common stock in an amount determined by the settlement rate then in
effect. If the holders of the Corporate Units elect to early settle their purchase contract
obligations in connection with the Transactions, the holders will receive cash and Supervalu common
stock in an amount determined by the settlement rate in effect at the closing of the Transactions.
Under the early settlement option, the holders do not have the option to surrender the senior notes
comprising part of their Corporate Units in satisfaction of their purchase contract obligations and
must deliver cash payments payable in immediately available funds to early settle their purchase
contract obligations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Shelf Registration</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In 2001, the Company filed a shelf registration statement with the Securities and Exchange
Commission, under which $2,400 of debt securities remain available for issuance as of May&nbsp;4, 2006.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>NOTE 7 &#150; CONTINGENCIES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Company is subject to various lawsuits, claims and other legal matters that arise in the
ordinary course of conducting business.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In September&nbsp;2000 an agreement was 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 and which raised various issues including &#147;off-the-clock&#148; work allegations and
allegations regarding certain salaried grocery managers&#146; exempt status. Under the settlement
agreement, current and former employees who met eligibility criteria have been allowed to present
their off-the-clock work claims to a claims administrator. Additionally, current and former grocery
managers employed in the State of California have been allowed to present their exempt status
claims to a claims administrator. The Company mailed notices of the settlement and claims forms to
approximately 70,500 associates and former associates. Approximately 6,000 claim forms were
returned, of which approximately 5,000 were deemed by the claims administrator to be incapable of
valuation, presumed untimely, or both (the &#147;Unvalued Claims&#148;). The claims administrator was able to
assign a value to approximately 1,080 claims although the value of many of those claims is still
subject to challenge by either party. Two other claims processes occurred during 2004. First, there
was a supplemental mailing and in-store posting directed toward a narrow subset of current and
former associates. This process resulted in approximately 260 individuals submitting claims
documents. Second, in response to the Court&#146;s instruction to plaintiffs&#146; counsel to submit
supplemental and/or corrected information for the Unvalued Claims, plaintiffs&#146; counsel submitted
such information for approximately 4,700 of the Unvalued Claims in 2005.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The claims administrator has been assigning values to claims as a result of the 2004 claims
process. The value of these claims will likewise be subject to challenge by either party. The
Company raised certain challenges to the claims process, including the supplemental information
submitted by plaintiffs&#146; counsel in 2005, and valuation protocols; on January&nbsp;4, 2006, the court
granted in part the Company&#146;s motion and directed the claims administrator to value the claims
disregarding certain information. The Company is presently unable to determine the amounts that it
may ultimately be required to pay with respect to all claims properly submitted. Based on the
information presently available to the Company, management does not expect that the satisfaction of
valid claims submitted pursuant to the settlement will have a material adverse effect on the
Company&#146;s financial condition, results of operations or cash flows.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">On October&nbsp;13, 2000, a complaint was filed in Los Angeles County Superior Court (Joanne Kay Ward et
al. v. Albertsons, Inc. et al.) alleging that Albertsons, Lucky Stores and Sav-on Drug Stores paid
terminating employees their final paychecks in an untimely manner. The lawsuit seeks statutory
penalties. On January&nbsp;4, 2005, the case was certified as a class action. The Company believes that
it 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
</DIV>

<P align="center" style="font-size: 10pt">13
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">information
presently available to the Company, management does not expect that the ultimate resolution of this
lawsuit will have a material adverse effect on the Company&#146;s financial condition, results of
operations or cash flows.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">On February&nbsp;2, 2004, the Attorney General for the State of California filed an action in Los
Angeles federal court (California, ex rel Lockyer v. Safeway, Inc. dba Vons, a Safeway Company,
Albertsons, Inc. and Ralphs Grocery Company, a division of The Kroger Co., United States District
Court Central District of California, Case No.&nbsp;CV04-0687) claiming that certain provisions of the
agreements (the &#147;Labor Dispute Agreements&#148;) between the Company, The Kroger Co. and Safeway Inc.
(the &#147;Retailers&#148;), which provided for &#147;lock-outs&#148; in the event that any Retailer was struck at any
or all of its Southern California facilities during the 2003-2004 labor dispute in Southern
California when the other Retailers were not and contained a provision designed to prevent the
union from placing disproportionate pressure on one or more Retailer by picketing such Retailer(s)
but not the other Retailer(s) during the labor dispute violate Section&nbsp;1 of the Sherman Act. The
lawsuit seeks declarative, injunctive and other legal and equitable relief. The Retailers&#146; motion
for summary judgment was denied on May&nbsp;26, 2005 and the Retailers&#146; appeal of that decision was
dismissed on November&nbsp;29, 2005. The Company continues to believe it has strong defenses against
this lawsuit and is vigorously defending it. Although this lawsuit is subject to 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&#146;s financial condition, results of operations or cash flows.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In March&nbsp;2004 a lawsuit seeking class action status was filed against Albertsons in the Superior
Court of the State of California in and for the County of Alameda, California (Dunbar v.
Albertson&#146;s, Inc.) by a grocery manager seeking recovery including overtime pay based upon
plaintiff&#146;s allegation that he and other grocery managers were improperly classified as exempt
under California law. Class certification was denied in June&nbsp;2005 and plaintiffs have appealed. The
Company continues to believe it 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 lawsuit will have a material adverse effect on the Company&#146;s
financial condition, results of operations or cash flows.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">On January&nbsp;24, 2006, a putative class action complaint was filed in the Fourth Judicial District of
the State of Idaho in and for the County of Ada, naming Albertsons and its directors as defendants.
The action (Christopher Carmona v. Henry Bryant et al., No.&nbsp;CV-OC-0601251), which was removed to
the United States District Court for the District of Idaho and subsequently remanded to Idaho state
court, challenges the Agreements entered into in connection with the Transactions. Specifically,
the complaint alleges that Albertsons and its directors violated applicable law by directly
breaching and/or aiding the other defendants&#146; breaches of their fiduciary duties, including by
failing to value Albertsons properly and by ignoring conflicts of interest. Among other things, the
complaint seeks preliminary and permanent injunctive relief to enjoin the completion of the
Transactions. On May&nbsp;18, 2006, the defendants entered into a memorandum of understanding for a full
settlement with the plaintiff. In connection with executing the memorandum of understanding, which
remains subject to definitive documentation and the approval of the Court, Albertsons filed a Form
8-K with the Securities and Exchange Commission in which it made disclosure of additional details
of the circumstances and events leading up to the Company&#146;s entry into the sale and related
transactions that are the subject of the legal action. In addition, Albertsons agreed, subject to
Court approval, to pay certain fees and expenses of plaintiff&#146;s counsel. 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 lawsuit
will have a material adverse effect on the Company&#146;s financial condition, results of operations or
cash flows.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Company is also involved in routine legal proceedings incidental to its operations. Some of
these routine proceedings involve class allegations, many of which are ultimately dismissed.
Management does not expect that the ultimate resolution of these legal proceedings will have a
material adverse effect on the Company&#146;s financial condition, results of operations or cash flows.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The statements above reflect management&#146;s current expectations based on the information presently
available to the Company. However, predicting the outcomes of claims and litigation and estimating
related costs and exposures involve substantial uncertainties that could cause actual outcomes,
costs and exposures to vary materially from current expectations. In addition, the Company
regularly monitors its exposure to the loss contingencies associated with these matters and may
from time to time change its predictions with respect to outcomes and its estimates with respect to
related costs and exposures. It is possible that material differences in actual outcomes, costs and
exposures relative to current predictions and estimates, or material changes in such predictions or
estimates, could have a material adverse effect on the Company&#146;s financial condition, results of
operations or cash flows.
</DIV>

<P align="center" style="font-size: 10pt">14
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>NOTE 8 &#150; INCOME TAXES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Company&#146;s effective tax rate from continuing operations for the 13&nbsp;weeks ended May&nbsp;4, 2006 was
36.8% as compared to 33.8% for the 13&nbsp;weeks ended May&nbsp;5, 2005. The effective tax rate for the 13
weeks ended May&nbsp;4, 2006 reflects a $4 reduction of previously recorded reserves resulting from the
settlement of certain state income tax liabilities during the period.
The effective tax rate for the 13&nbsp;weeks
ended May&nbsp;5, 2005 reflects a net $8 reduction of previously recorded reserves resulting from a
revision of the required reserves.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>NOTE 9 &#150; COMPUTATION OF EARNINGS PER SHARE</B><BR>
(shares in millions)
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="52%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="14" style="border-bottom: 1px solid #000000">13 Weeks Ended</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6" style="border-bottom: 0px solid #000000">May 4, 2006</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6" style="border-bottom: 0px solid #000000">May 5, 2005</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000">Basic</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000">Diluted</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000">Basic</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000">Diluted</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Earnings (loss)&nbsp;from:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Continuing operations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">166</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">166</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">107</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">107</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Discontinued operations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(7</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(7</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Net earnings</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">167</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">167</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">100</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">100</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Weighted average common shares outstanding</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">372</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">372</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">370</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">370</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Potential common share equivalents</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Weighted average shares outstanding</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">375</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">371</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Earnings (loss)&nbsp;per common share and common
share equivalents *:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Continuing operations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">0.45</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">0.44</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">0.29</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">0.29</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Discontinued operations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(0.02</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(0.02</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Net earnings</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.45</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.45</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.27</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.27</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Calculation of potential common share equivalents:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Potential common shares assumed issued from
exercise of the Corporate Units</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">45</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Options to purchase potential common shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">24</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Potential common shares assumed purchased
with potential proceeds</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(66</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(8</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Potential common share equivalents</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Calculation of potential common shares
assumed purchased with potential proceeds:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Potential proceeds from assumed exercise of
the Corporate Units</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">1,150</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Potential proceeds from exercise of options
to purchase common shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">534</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">177</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Total assumed proceeds from exercise</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">1,684</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">177</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Common stock price used under treasury
stock method</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">25.45</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">20.97</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Potential common shares assumed
purchased with potential proceeds</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">66</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
        <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
        <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>May not sum due to rounding</TD>
</TR>

</TABLE>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Outstanding options excluded for the 13-week periods ended May&nbsp;4, 2006 and May&nbsp;5, 2005, amounted to
13.9 and 31.5 shares, respectively, because the option exercise price exceeded the average market
price during the period.
</DIV>

<P align="center" style="font-size: 10pt">15
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>NOTE 10 &#150; STOCK OPTIONS AND STOCK UNIT AWARDS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">As of May&nbsp;4, 2006, Albertsons maintained a stock-based incentive plan with an original grant
authorization of 16&nbsp;million shares of the Company&#146;s common stock (Albertson&#146;s, Inc. 2004 Equity and
Performance Incentive Plan (the &#147;2004 Plan&#148;)). Under the 2004 Plan, options to purchase the
Company&#146;s common stock, stock-based awards and other performance-based awards may be granted to
officers, key employees, special advisors (as defined in the 2004 Plan) and non-employee members of
the Board of Directors. As of May&nbsp;4, 2006 there were 12&nbsp;million shares available for grant under
this plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Prior to February&nbsp;3, 2006, the Company applied APB Opinion No.&nbsp;25 and related interpretations in
accounting for stock option and stock unit awards (&#147;share-based awards&#148;) made under the 2004 Plan
and previous plans. Stock options granted under these plans had an exercise price equal to or
greater than the market value of the common stock on the date of the grant, and accordingly, no
compensation expense was recognized. The fair value of stock units granted under these plans was
determined based on the closing market price of the Company&#146;s common stock on the grant date and
this amount was recognized as compensation expense over the respective vesting periods of the
awards.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Adoption of New Standard: </B>Effective February&nbsp;3, 2006, the Company adopted the provisions of SFAS
No.&nbsp;123(R) using the modified-prospective transition method. Under this transition method,
compensation expense recognized during the 13&nbsp;weeks ended May&nbsp;4, 2006 included: 1) compensation
expense for all share-based awards granted prior to, but not yet vested as of February&nbsp;3, 2006
based on the grant date fair value estimated in accordance with the original provisions of SFAS No.
123, &#147;Accounting for Stock-Based Compensation&#148; (&#147;SFAS No.&nbsp;123&#148;) and 2) compensation expense for all
share-based awards granted on or after February&nbsp;3, 2006, based on the grant date fair value
estimated in accordance with the provisions of SFAS No.&nbsp;123(R). For share-based awards granted
prior to February&nbsp;3, 2006, compensation expense was recognized using the accelerated amortization
method. Upon the adoption of SFAS No.&nbsp;123(R), the Company elected to begin recognizing compensation
expense using the straight-line amortization method for share-based awards granted on or after
February&nbsp;3, 2006. In accordance with the modified-prospective transition method, results for prior
periods have not been restated and all of the Company&#146;s stock-based incentive plans are considered
equity plans under SFAS No.&nbsp;123(R). The effect of adopting SFAS No.&nbsp;123(R) was an additional pretax
expense of $6 ($0.01 per basic and diluted share, net of tax) recognized in the Company&#146;s Condensed
Consolidated Earnings Statement for the 13&nbsp;weeks ended May&nbsp;4, 2006.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">For share-based awards granted prior to the adoption of SFAS No.&nbsp;123(R), compensation expense was
calculated over the stated vesting periods, regardless of whether certain employees will become
retirement-eligible during the respective vesting periods. Upon the adoption of SFAS No.&nbsp;123(R),
the Company will continue this method of recognizing compensation expense for those awards granted
prior to the adoption of SFAS No.&nbsp;123(R). However, for awards granted on or after February&nbsp;3, 2006,
the Company will recognize expense over the shorter of the vesting period or the period until
employees become retirement-eligible.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Stock Options: </B>Generally, options are granted with an exercise price at not less than 100% of the
closing market price on the date of the grant. The Company&#146;s stock options generally become
exercisable either in installments of 20% per year on each of the first through fifth anniversaries
of the grant date or vest 100% on the third anniversary of the grant date and have a maximum term
of seven to 10&nbsp;years. With the exception of stock options granted to non-employee directors (which
are fully vested on the date of grant), all outstanding stock options
fully vest on a &#147;Change in Control&#148;
(as defined in the associated award agreement and plan) of the Company. Accordingly, upon a
successful consummation of the Transactions (see Note 1 &#150; The Company and Significant Accounting
Policies), all nonvested stock options will fully vest.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Stock option activity for the 13&nbsp;weeks ended May&nbsp;4, 2006, was as follows:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="52%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Weighted</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Weighted</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Average</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Shares under</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Average</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Remaining</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Aggregate</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Option</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Exercise</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Contractual</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Intrinsic</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">(thousands)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Price</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Term</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Value</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR style="font-size: 1px">
    <TD colspan="17" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Outstanding at February&nbsp;2, 2006</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">34,395</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">28.30</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">65</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Granted</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">459</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">25.34</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Exercised</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,345</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21.75</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Forfeited / Expired</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,421</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">32.79</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="17" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Outstanding at May&nbsp;4, 2006</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">32,088</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">28.33</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">62</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="17" align="left" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Vested and expected to vest in the future at May&nbsp;4, 2006</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">30,805</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">28.33</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">59</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Exercisable at May&nbsp;4, 2006</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20,451</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">31.43</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">28</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The weighted average grant date fair value of stock options granted during the 13&nbsp;weeks ended May
4, 2006 and May&nbsp;5, 2005 was $7.62 and $6.66, respectively. The total intrinsic value of stock
options exercised during the 13
</DIV>

<P align="center" style="font-size: 10pt">16
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">weeks ended May&nbsp;4, 2006 and May&nbsp;5, 2005 was $5 and $0,
respectively. Intrinsic value is measured using the fair market value at the date of exercise (for
stock options exercised) or at May&nbsp;4, 2006 (for outstanding stock options) less the applicable
exercise price.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">To calculate the fair value of stock options, the Company uses the Black-Scholes option pricing
model. The significant weighted average assumptions relating to the valuation of the Company&#146;s
stock options for the 13-week periods ended May&nbsp;4, 2006 and May&nbsp;5, 2005 were as follows:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="76%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7" style="border-bottom: 1px solid #000000">13 Weeks Ended</TD>

</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">May 4, 2006</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">May 5, 2005</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Dividend yield</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">2.26</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">3.39</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Volatility rate</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">30.50</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">37.60</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Risk-free interest rate</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">4.92</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">4.00</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Expected option life (years)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">4 - 8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">4 - 8</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Stock Units: </B>Deferred and deferrable stock units with dividend equivalents paid in cash, if and
when dividends are paid to stockholders, have been awarded under the 2004 Plan and prior plans to
key employees of the Company. Deferred stock units with reinvested dividend equivalents have been
awarded to non-employee members of the Company&#146;s Board of Directors. With the exception of stock
units granted to non-employee directors (which are fully vested on the date of grant) and 942,200
stock units granted in January&nbsp;2006, all outstanding stock units fully vest on a &#147;Change in Control&#148; (as
defined in the associated award agreement and plan) of the Company. Accordingly, upon a successful
consummation of the Transactions (see Note 1 &#150; The Company and Significant Accounting Policies),
all nonvested stock units will fully vest except for the stock units granted in January&nbsp;2006 (which
become exercisable in installments of 25% per year on each of the first through fourth
anniversaries of the grant date).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Stock unit activity for the 13&nbsp;weeks ended May&nbsp;4, 2006, was as follows:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="76%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Weighted Average</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Stock Units</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Grant Date Fair</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">(thousands)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Value</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Outstanding and nonvested at February&nbsp;2, 2006</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,279</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align="right">23.09</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Granted</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">140</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">25.34</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Vested</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(75</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">23.26</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Forfeited</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(178</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21.50</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Outstanding and nonvested at May&nbsp;4, 2006</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,166</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align="right">23.12</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">There were approximately 732,000 stock units that vested in the 13&nbsp;weeks ended May&nbsp;5, 2005, with an
average vesting-date fair value of $15.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Compensation Expense: </B>The components of pretax stock-based compensation expense (included primarily
in Selling, general and administrative expenses in the Condensed Consolidated Earnings Statement)
and related tax benefits were as follows:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="76%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7" style="border-bottom: 1px solid #000000">13 Weeks Ended</TD>

</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">May 4,</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">May 5,</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">2006</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">2005</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Stock options</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Stock units</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Tax benefits</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(5</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(2</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Company realized excess tax benefits of $2 related to tax deductions in excess of compensation
expense recognized in the Condensed Consolidated Earnings Statements from the exercise of stock
options and the vesting of stock units during the 13&nbsp;weeks ended May&nbsp;4, 2006. This amount is
included in Proceeds from stock options exercised in Cash flows from financing activities in the
Condensed Consolidated Cash Flow Statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Unrecognized Compensation Expense: </B>As of May&nbsp;4, 2006, there was $107 of unrecognized compensation
expense related to nonvested share-based awards granted under the Company&#146;s share-based compensation
plans, of which $39 relates to stock options and $68 relates to stock unit awards. Absent a change
in control event that causes acceleration in vesting (see Note 1 &#150; The Company and Significant
Accounting Policies), these awards are expected to be charged to expense over a weighted-average remaining vesting period of approximately
3.4&nbsp;years. As of May&nbsp;4, 2006, the future expense associated with the share-based awards that do not fully
vest upon a change in control event is $19.
</DIV>

<P align="center" style="font-size: 10pt">17
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Pro Forma Compensation Expense: </B>Had compensation expense for the 13&nbsp;weeks ended May&nbsp;5, 2005 been
determined based on the fair value at the grant dates for share-based awards, consistent with SFAS
No.&nbsp;123(R), net income, basic earnings per share, and diluted earnings per share would have been as
follows:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="88%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">13 Weeks Ended</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">May 5, 2005</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR style="font-size: 1px">
    <TD colspan="5" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Net earnings as reported</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">100</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Add: Share-based compensation expense included in reported
Net earnings, net of related tax effects</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Deduct: Total share-based compensation expense determined
under fair value based method for all awards, net of
related tax effects</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(9</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="5" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Pro forma net earnings</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">94</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="5" align="left" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Basic earnings per share:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">As reported</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">0.27</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Pro forma</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.25</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Diluted earnings per share:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">As reported</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">0.27</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Pro forma</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.25</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="5" align="left" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>NOTE 11 &#150; SUBSEQUENT EVENT</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">On May&nbsp;30, 2006, a significant condition to the closing of the Transactions was satisfied as the
stockholders of the Company and the stockholders of Supervalu voted to approve the Transactions
(see Note 1 &#150; The Company and Significant Accounting Policies).
Following the stockholder votes, Moody's Investors Services, Inc.
lowered its long-term debt ratings on the Company from  &#147;Ba3&#148; to
&#147;B2&#148;
with a stable outlook.  The Transactions, which are subject
to customary closing conditions, are expected to close in early June&nbsp;2006.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The successful consummation of the Transactions will cause New Albertson&#146;s, Inc., as successor to
the Company, to incur certain expenses, including the immediate vesting of most stock-based
compensation awards and contingent fees payable to certain of the Company&#146;s financial advisors.
</DIV>


<P align="center" style="font-size: 10pt">18
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left">
<A name="107"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">To the Board of Directors and Stockholders of Albertson&#146;s, Inc.<BR>
Boise, Idaho
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We have reviewed the accompanying condensed consolidated balance sheet of Albertson&#146;s, Inc. and
subsidiaries (&#147;Albertsons&#148;) as of May&nbsp;4, 2006, and the related condensed consolidated earnings
statements and cash flow statements for the thirteen-week periods ended May&nbsp;4, 2006 and May&nbsp;5,
2005. These interim financial statements are the responsibility of Albertsons&#146; management.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We conducted our reviews in accordance with the standards of the Public Company Accounting
Oversight Board (United States) (&#147;PCAOB&#148;). A review of interim financial information consists
principally of applying analytical procedures and making inquiries of persons responsible for
financial and accounting matters. It is substantially less in scope than an audit conducted in
accordance with the standards of the PCAOB, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do not express such an
opinion.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Based on our reviews, we are not aware of any material modifications that should be made to such
condensed consolidated interim financial statements for them to be in conformity with accounting
principles generally accepted in the United States of America.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We have previously audited, in accordance with the standards of the PCAOB, the consolidated balance
sheet of Albertsons as of February&nbsp;2, 2006, and the related consolidated statements of earnings,
stockholders&#146; equity, and cash flow for the year then ended (not presented herein); and in our
report dated March&nbsp;28, 2006, we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying condensed consolidated
balance sheet as of February&nbsp;2, 2006, is fairly stated, in all material respects, in relation to
the consolidated balance sheet from which it has been derived.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="68%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ DELOITTE &#038; TOUCHE LLP
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Boise, Idaho<BR>
May&nbsp;31, 2006

</DIV>

<P align="center" style="font-size: 10pt">19
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>NEW ALBERTSON&#146;S, INC.<BR>
(a wholly owned subsidiary of Albertson&#146;s, Inc.)</B>

</DIV>
<DIV align="left">
<A name="108"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 0pt"><B>CONSOLIDATED EARNINGS STATEMENT<BR>
(Unaudited)</B>

</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="88%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">13 Weeks Ended</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In dollars)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">May 4, 2006</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR style="font-size: 1px">
    <TD colspan="5" align="left" style="border-top: 1px solid #000000">&nbsp; &nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Cost of sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="5" align="left" style="border-top: 1px solid #000000">&nbsp; &nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Gross profit</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Selling, general and administrative expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,281,747</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="5" align="left" style="border-top: 1px solid #000000">&nbsp; &nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Operating loss</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(1,281,747</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Interest, net</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="5" align="left" style="border-top: 1px solid #000000">&nbsp; &nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Loss from operations before income taxes</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(1,281,747</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Income tax expense</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="5" align="left" style="border-top: 1px solid #000000">&nbsp; &nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Net loss</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">$</TD>
    <TD align="right">(1,281,747</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="5" align="left" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">See Notes to Consolidated Financial Statements
</DIV>

<P align="center" style="font-size: 10pt">20
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>NEW ALBERTSON&#146;S, INC.<BR>
(a wholly owned subsidiary of Albertson&#146;s, Inc.)</B>

</DIV>
<DIV align="left">
<A name="109"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 0pt"><B>CONSOLIDATED BALANCE SHEETS<BR>
(Unaudited)</B>

</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="76%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">May 4,</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">February 2,</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In dollars)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">2006</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">2006</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><B>ASSETS</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Total Assets</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 3px double #000000">&nbsp; &nbsp; &nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><B>LIABILITIES AND STOCKHOLDER&#146;S EQUITY</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Total Liabilities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 0px solid #000000">&nbsp; &nbsp; &nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Stockholder&#146;s Equity:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Common stock
&#150; $.01 par value; authorized &#150; 1,000 shares; issued &#150; 100 shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Subscription receivable</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(1</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(1</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Capital in excess of par</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,281,747</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Retained deficit</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(1,281,747</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp; &nbsp; &nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Total Stockholder&#146;s Equity</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 1px solid #000000">&nbsp; &nbsp; &nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Total Liabilities and Stockholder&#146;s Equity</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="9" align="left" style="border-top: 3px double #000000">&nbsp; &nbsp; &nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">See Notes to Consolidated Financial Statements
</DIV>

<P align="center" style="font-size: 10pt">21
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>NEW ALBERTSON&#146;S, INC.<BR>
(a wholly owned subsidiary of Albertson&#146;s, Inc.)</B>

</DIV>
<DIV align="left">
<A name="110"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 0pt"><B>CONSOLIDATED CASH FLOW STATEMENT<BR>
(Unaudited)</B>

</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="88%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">13 Weeks Ended</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In dollars)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2">May 4, 2006</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR style="font-size: 1px">
    <TD colspan="5" align="left" style="border-top: 1px solid #000000">&nbsp; &nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">CASH FLOWS FROM OPERATING ACTIVITIES:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Net loss</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">$</TD>
    <TD align="right">(1,281,747</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom">
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD colspan="5" align="left" style="border-top: 1px solid #000000">&nbsp; &nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Net cash used in operating activities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(1,281,747</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="5" align="left" style="border-top: 1px solid #000000">&nbsp; &nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">CASH FLOWS FROM FINANCING ACTIVITIES:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Capital contribution from parent</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,281,747</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="5" align="left" style="border-top: 1px solid #000000">&nbsp; &nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Net cash provided by financing activities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,281,747</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="5" align="left" style="border-top: 1px solid #000000">&nbsp; &nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Net change in cash and cash equivalents</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Cash and cash equivalents at beginning of period</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="5" align="left" style="border-top: 1px solid #000000">&nbsp; &nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Cash and cash equivalents at end of period</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="5" align="left" style="border-top: 3px double #000000">&nbsp; &nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">See Notes to Consolidated Financial Statements
</DIV>

<P align="center" style="font-size: 10pt">22
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>NEW ALBERTSON&#146;S, INC.<BR>
(a wholly owned subsidiary of Albertson&#146;s, Inc.)</B>

</DIV>
<DIV align="left">
<A name="111"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 0pt"><B>NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<BR>
(Unaudited)<BR>
(In dollars)</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>NOTE 1
&#150; THE COMPANY AND BASIS OF PRESENTATION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><U><B>Business Description and Basis of Presentation</B></U>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">New Albertson&#146;s, Inc. (&#147;New Albertsons&#148; and formerly, New Aloha Corporation) was incorporated on
December&nbsp;20, 2005 under the laws of the State of Delaware and is a wholly owned subsidiary of
Albertson&#146;s, Inc. (&#147;Albertsons&#148;). New Albertsons was formed to facilitate the series of
transactions as described below under Note 2 &#150; Definitive Agreement to Sell Albertsons, whereby
Albertsons will become a wholly owned subsidiary of New Albertsons and upon completion of these
transactions, New Albertsons will become a wholly owned subsidiary of SUPERVALU INC. (&#147;Supervalu&#148;).
Effective April&nbsp;10, 2006, New Aloha Corporation changed its name to New Albertson&#146;s, Inc.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The accompanying unaudited consolidated financial statements include the results of operations and
financial position of New Albertsons and also include the consolidation of its wholly owned and
newly formed sole subsidiary, New Diamond Sub, Inc. (&#147;New Diamond Sub&#148;). In the 13&nbsp;weeks ended May
4, 2006, Albertsons paid $1,281,747 of expenses on behalf of New Albertsons. These amounts have been
reflected in the Consolidated Earnings Statement and were recognized
as a capital contribution from Albertsons in
the Consolidated Balance Sheets. All material intercompany balances have been eliminated.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><U><B>Fiscal Year End</B></U>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">New Albertsons&#146; fiscal year ends on the Thursday nearest to January&nbsp;31. As a result, New
Albertsons&#146; fiscal year will include a 53rd week every five to six years.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>NOTE 2 &#150; DEFINITIVE AGREEMENT TO SELL ALBERTSONS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">On January&nbsp;22, 2006, Albertsons entered into a series of agreements (the &#147;Agreements&#148;) providing
for the sale of Albertsons to Supervalu, CVS Corporation (&#147;CVS&#148;) and a consortium of investors
including Cerberus Capital Management, L.P., Kimco Realty Corporation, Lubert-Adler Management,
Inc., Klaff Realty, L.P. and Schottenstein Stores Corporation (the &#147;Cerberus Group&#148;). As a result
of a series of transactions provided for under the Agreements (the &#147;Transactions&#148;), Albertson&#146;s
stockholders will ultimately be entitled to receive $20.35 in cash and 0.182 shares of Supervalu
common stock for each share of Albertsons&#146; common stock that they held before the Transactions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Transactions are subject to approval by Albertsons&#146; stockholders and Supervalu&#146;s stockholders
(see Note 3 &#150; Subsequent Event) and the satisfaction or waiver of other customary closing
conditions. On March&nbsp;13, 2006, the pre-merger waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 for the Transactions expired, without the Federal Trade Commission or the
Antitrust Division of the U.S. Department of Justice imposing any conditions or restrictions on the
consummation of the Transactions. The Transactions are currently anticipated to be completed in
early June&nbsp;2006, but the completion of the Transactions could be delayed if, among other things,
the necessary approvals are not obtained by that time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">If the conditions to the closing of the Transactions are satisfied or waived, the following
sequence of steps, which the parties intend to carry out substantially simultaneously, will take
place:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>First, Albertsons will become a subsidiary of New Albertsons. This will be effected by
a merger of New Diamond Sub into Albertsons. In this transaction (the &#147;Reorganization
Merger&#148;), stockholders of Albertsons will receive one share of New Albertsons common stock
in exchange for each share of Albertsons common stock that they hold.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>After the Reorganization Merger, Albertsons will be converted to a limited liability
company (&#147;Albertsons LLC&#148;), and a series of reorganization transactions will occur. The
result of these transactions (the &#147;Albertsons Reorganization&#148;) will be that Albertsons LLC
and its subsidiaries will hold substantially all of the assets of Albertsons&#146; historical
stand-alone drug store and non-core supermarket businesses, and certain liabilities of
Albertsons&#146; historical business, while New Albertsons and its other subsidiaries will hold
substantially all of the assets and liabilities of Albertsons&#146; core supermarket business
(the &#147;Core Business&#148;).</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>After the Albertsons Reorganization, CVS will purchase substantially all of the assets
and assume specified liabilities of the stand-alone drug store business from New
Albertsons, Albertsons LLC and certain of their subsidiaries (the &#147;Stand-alone Drug
Sale&#148;).</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt">23
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Concurrently with the Stand-alone Drug Sale, the Cerberus Group, via AB Acquisition
LLC, a newly formed entity owned by the Cerberus Group, will purchase substantially all of
Albertsons&#146; non-core supermarket business (the &#147;Non-Core Business&#148;), including the equity
interests in Albertsons LLC, and will assume certain liabilities related to the Non-Core
Business.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Finally, Emerald Acquisition Sub, Inc., a wholly owned subsidiary of Supervalu, will
merge into New Albertsons. In this merger, New Albertsons will become a wholly owned
subsidiary of Supervalu, and each outstanding share of New Albertsons common stock will be
converted into the right to receive $20.35 in cash and 0.182 shares of Supervalu common
stock.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">After the completion of the Transactions, New Albertsons, which will then hold only the Core
Business, will be a wholly owned subsidiary of Supervalu.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>NOTE 3
&#150; SUBSEQUENT EVENT</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">On May&nbsp;30, 2006, a significant condition to the closing of the Transactions was satisfied as the
stockholders of the Company and the stockholders of Supervalu voted to approve the Transactions
(see Note 1 &#150; The Company and Significant Accounting Policies). The Transactions, which are subject
to customary closing conditions, are expected to close in early June&nbsp;2006.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The successful consummation of the Transactions will cause New Albertsons, as successor to the
Company, to incur certain expenses, including the immediate vesting of most stock-based
compensation awards and contingent fees payable to certain of Albertson&#146;s financial advisors.
</DIV>

<P align="center" style="font-size: 10pt">24
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="112"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">To the Board of Directors and Stockholders of New Albertson&#146;s, Inc.<BR>
Boise, Idaho
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We have reviewed the accompanying consolidated balance sheet of New Albertson&#146;s, Inc. and
subsidiary (&#147;New Albertsons&#148; and formerly New Aloha Corporation) as of May&nbsp;4, 2006, and the related
consolidated earnings statement and cash flow statement for the thirteen-week period ended May&nbsp;4,
2006. These interim financial statements are the responsibility of New Albertsons&#146; management.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We conducted our review in accordance with the standards of the Public Company Accounting Oversight
Board (United States) (&#147;PCAOB&#148;). A review of interim financial information consists principally of
applying analytical procedures and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in accordance with
the standards of the PCAOB, the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an opinion.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Based on our review, we are not aware of any material modifications that should be made to such
consolidated interim financial statements for them to be in conformity with accounting principles
generally accepted in the United States of America.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U>/s/ DELOITTE &#038; TOUCHE LLP&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Boise, Idaho<BR>
May&nbsp;31, 2006
</DIV>

<P align="center" style="font-size: 10pt">25
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>MANAGEMENT&#146;S DISCUSSION AND ANALYSIS OF<BR>
FINANCIAL CONDITION AND RESULTS OF OPERATIONS<BR>
(Dollars in millions, except per share data)</B>

</DIV>
<DIV align="left">
<A name="113"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;2. Management&#146;s Discussion and Analysis of Financial Condition and Results of Operations</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Overview</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><U><B>Definitive Agreement to Sell the Company</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">On January&nbsp;22, 2006, Albertson&#146;s, Inc. (&#147;Albertsons&#148; or the &#147;Company&#148;) entered into a series of
agreements (the &#147;Agreements&#148;) providing for the sale of Albertsons to SUPERVALU INC. (&#147;Supervalu&#148;),
CVS Corporation (&#147;CVS&#148;) and a consortium of investors including Cerberus Capital Management, L.P.,
Kimco Realty Corporation, Lubert-Adler Management, Inc., Klaff Realty, L.P. and Schottenstein
Stores Corporation (the &#147;Cerberus Group&#148;). As a result of a series of transactions provided for
under the Agreements (the &#147;Transactions&#148;), Albertsons&#146; stockholders will ultimately be entitled to
receive $20.35 in cash and 0.182 shares of Supervalu common stock for each share of Albertsons&#146;
common stock that they held before the Transactions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Transactions are subject to approval by Albertsons&#146; stockholders and Supervalu&#146;s stockholders
(see &#147;Subsequent Event&#148; below) and the satisfaction or waiver of other customary closing
conditions. On March&nbsp;13, 2006, the pre-merger waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 for the Transactions expired, without the Federal Trade Commission or the
Antitrust Division of the U.S. Department of Justice imposing any conditions or restrictions on the
consummation of the Transactions. The Transactions are currently anticipated to be completed in
early June&nbsp;2006, but the completion of the Transactions could be delayed if, among other things,
all necessary approvals are not obtained by that time. The Company may be required to pay to
Supervalu a termination fee of $276 if the merger agreement is terminated under specified
circumstances.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">If the conditions to the closing of the Transactions are satisfied or waived, the following
sequence of steps, which the parties intend to carry out substantially simultaneously, will take
place:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>First, Albertsons will become a subsidiary of New Albertson&#146;s, Inc. (&#147;New Albertsons&#148;
and formerly, New Aloha Corporation). This will be effected by the merger of a wholly
owned subsidiary of New Albertsons (&#147;New Diamond Sub&#148;) into Albertsons. In this
transaction (the &#147;Reorganization Merger&#148;), stockholders of Albertsons will receive one
share of New Albertsons common stock in exchange for each share of Albertsons common stock
that they hold. New Albertsons was incorporated on December&nbsp;20, 2005 under the laws of the
State of Delaware and is a wholly owned subsidiary of Albertsons. New Albertsons was
formed to facilitate the series of transactions described herein, whereby Albertsons will
become a wholly owned subsidiary of New Albertsons and upon completion of the
transactions, New Albertsons will become a wholly owned subsidiary of Supervalu.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>After the Reorganization Merger, Albertsons will be converted to a limited liability
company (&#147;Albertsons LLC&#148;), and a series of reorganization transactions will occur. The
result of these transactions (the &#147;Albertsons Reorganization&#148;) will be that Albertsons LLC
and its subsidiaries will hold substantially all of the assets of Albertsons&#146; historical
stand-alone drug store and non-core supermarket businesses, and certain liabilities of
Albertsons&#146; historical business, while New Albertsons and its other subsidiaries will hold
substantially all of the assets and liabilities of Albertsons&#146; core supermarket business
(the &#147;Core Business&#148;).</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>After the Albertsons Reorganization, CVS will purchase substantially all of the assets
and assume specified liabilities of the stand-alone drug store business from New
Albertsons, Albertsons LLC and certain of their subsidiaries (the &#147;Stand-alone Drug
Sale&#148;).</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Concurrently with the Stand-alone Drug Sale, the Cerberus Group, via AB Acquisition
LLC, a newly formed entity owned by the Cerberus Group, will purchase substantially all of
Albertsons&#146; non-core supermarket business (the &#147;Non-Core Business&#148;), including the equity
interests in Albertsons LLC, and will assume certain liabilities related to the Non-Core
Business.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Finally, Emerald Acquisition Sub, Inc., a wholly owned subsidiary of Supervalu, will
merge into New Albertsons. In this merger, New Albertsons will become a wholly owned
subsidiary of Supervalu, and each outstanding share of New Albertsons common stock will be
converted into the right to receive $20.35 in cash and 0.182 shares of Supervalu common
stock.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">After the completion of the Transactions, New Albertsons, which will then hold only the Core
Business, will be a wholly owned subsidiary of Supervalu.
</DIV>

<P align="center" style="font-size: 10pt">26
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">A variety of factors have impacted the comparability of the Company&#146;s results of operations for the
13-week periods ended May&nbsp;4, 2006 and May&nbsp;5, 2005, as more fully described below.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Pension Plan Curtailment</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">On May&nbsp;3, 2006, the Management Development/Compensation Committee of the Board of Directors of the
Company authorized amendments to the Albertsons Employees Corporate Pension Plan, Albertsons
Executive Pension Makeup Plan and the Shaw&#146;s Retirement Account Plan (the &#147;Plans&#148;). As a result of
these amendments, effective as of May&nbsp;28, 2006, no person will become eligible to participate in
the Plans on or following the effective date and all future benefit accruals under the Plans shall
cease. Also, as a result of these amendments, each Plan participant&#146;s unvested account balance
under the Plans will become fully vested as of May&nbsp;28, 2006. This resulted in the recognition of a
$47 pretax curtailment gain ($0.08 per diluted share, net of tax) in the 13&nbsp;weeks ended May&nbsp;4, 2006
that is included in Selling, general and administrative expense in the Condensed Consolidated
Earnings Statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Subsequent Event</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">On May&nbsp;30, 2006, a significant condition to the closing of the Transactions was satisfied as the
stockholders of the Company and the stockholders of Supervalu voted to approve the Transactions
(see Note 1 &#150; The Company and Significant Accounting Policies).  Following the stockholder votes, Moody's Investors Services, Inc.
lowered its long-term debt ratings on the Company from  &#147;Ba3&#148; to
&#147;B2&#148;
with a stable outlook. The Transactions, which are subject
to customary closing conditions, are expected to close in early June&nbsp;2006.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The successful consummation of the Transactions will cause New Albertsons, as successor to the
Company, to incur certain expenses, including the immediate vesting of most stock-based
compensation awards and contingent fees payable to certain of the Company&#146;s financial advisors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Results of Operations of Albertson&#146;s, Inc.</B></U>
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><U>13-Week Period Ended May&nbsp;4, 2006</U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Sales were $9,940 for the 13-week period ended May&nbsp;4, 2006, essentially flat with sales of $9,993
for the 13-week period ended May&nbsp;5, 2005. Management estimates that overall inflation in the cost
of the products the Company sells was approximately 1.0% in the 12&nbsp;months ended May&nbsp;4, 2006.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Identical store sales decreased 0.2% for the 13&nbsp;weeks ended May&nbsp;4, 2006 compared to the 13&nbsp;weeks
ended May&nbsp;5, 2005. Identical stores are defined as stores that have been in operation for both full
periods. Comparable store sales, which use the same store base as the identical store sales
computation but includes sales at replacement stores, decreased by 0.1% for the 13&nbsp;weeks ended May
4, 2006 compared to the 13&nbsp;weeks ended May&nbsp;5, 2005. The decrease in identical store sales and
comparable store sales was primarily due to competitive pressures the Company experienced during
the period, partially offset by higher fuel sales.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">During the 13&nbsp;weeks ended May&nbsp;4, 2006, the Company, through its divisions and subsidiaries, opened
five combination food and drug stores, two stand-alone drugstores, and one Bristol Farms store,
while closing nine combination food and drug stores, six conventional stores and three stand-alone
drugstores.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Gross profit, as a percent to sales, for the 13&nbsp;weeks ended May&nbsp;4, 2006 increased 49 basis points
as compared to the 13&nbsp;weeks ended May&nbsp;5, 2005 as a result of successes in the use of new pricing
optimization software, retail shrink reduction and supply chain expense reduction initiatives.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Selling, general and administrative expenses, as a percent to sales, decreased to 24.8% for the 13
weeks ended May&nbsp;4, 2006, as compared to 25.2% for the 13&nbsp;weeks ended May&nbsp;5, 2005. This decrease was
primarily due to a pretax gain of $47 on pension plan curtailments ($0.08 per diluted share, net of
tax) as described above, net gains on the sales of fixed assets and lower workers&#146; compensation
expenses, partially offset by costs associated with the definitive
agreements to sell the Company
and stock option expense associated with the Company&#146;s adoption of SFAS No.&nbsp;123(R).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Net interest expense decreased to $119 for the 13&nbsp;weeks ended May&nbsp;4, 2006 as compared to $132 for
the 13&nbsp;weeks ended May&nbsp;5, 2005. This decrease was primarily attributable to an increase in interest
income resulting from higher invested cash balances during the 13&nbsp;weeks ended May&nbsp;4, 2006, lower
debt balances in the 13&nbsp;weeks ended May&nbsp;4, 2006 and higher interest expense recognized during the
13&nbsp;weeks ended May&nbsp;5, 2005 related to a tax contingency.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Company&#146;s effective tax rate from continuing operations for the 13&nbsp;weeks ended May&nbsp;4, 2006 was
36.8% as compared to 33.8% for the 13&nbsp;weeks ended May&nbsp;5, 2005. The effective tax rate for the 13
weeks ended May&nbsp;4, 2006 reflects a $4 reduction of previously recorded reserves resulting from the
settlement of certain state income
tax liabilities during the period. The effective tax rate for the 13&nbsp;weeks ended May&nbsp;5, 2005 reflects a net $8
reduction of previously recorded reserves resulting from a revision of the required reserves.
</DIV>

<P align="center" style="font-size: 10pt">27
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Net earnings from continuing operations were $166, or $0.44 per diluted share, for the 13&nbsp;weeks
ended May&nbsp;4, 2006 compared to $107, or $0.29 per diluted share, for the 13&nbsp;weeks ended May&nbsp;5, 2005.
This increase was primarily due to gains from pension plan curtailments, net gains on the sales of
fixed assets, successes in the use of new pricing optimization software, retail shrink reduction
and supply chain expense reduction initiatives.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Effective February&nbsp;3, 2006, the Company adopted the provisions of Statement of Financial Accounting
Standard No.&nbsp;123 (Revised 2004), &#147;Share-Based Payment&#148; (&#147;SFAS No.&nbsp;123(R)&#148;) using the
modified-prospective transition method. SFAS No.&nbsp;123(R) addresses the accounting for share-based
payments to employees, including grants of employee stock options. Prior to the adoption of SFAS
No.&nbsp;123(R), the Company accounted for share-based payments using the intrinsic value method in
accordance with APB Opinion No.&nbsp;25, &#147;Accounting for Stock Issued to Employees.&#148; The Company&#146;s
adoption of SFAS 123(R) resulted in additional compensation expense of $6 ($0.01 per basic and
diluted share, net of tax) in the 13&nbsp;weeks ended May&nbsp;4, 2006 and, if the Transactions are not
consummated, the Company expects a similar amount of incremental expense in future periods. Total
compensation cost related to unvested share-based awards not yet recognized is $107. As of May&nbsp;4,
2006, the future expense associated with the share-based awards that do not fully vest upon a change in
control event is $19. Absent a change in control event (see &#147;Definitive Agreement to Sell the
Company&#148; above), these awards are expected to be charged to expense over a weighted-average
remaining vesting period of approximately 3.4&nbsp;years.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Results of Operations of New Albertson&#146;s, Inc.</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">New Albertsons is a wholly owned subsidiary of the Company, formed to facilitate the Transactions.
New Albertsons conducted no business operations during the 13-week period ended May&nbsp;4, 2006.
Selling, general and administrative expenses of New Albertsons recognized in the 13&nbsp;weeks ended May
4, 2006 consisted of costs to register with the Securities and Exchange Commission the New
Albertsons common stock issuable in the Reorganization Merger, and fees paid to its independent
registered public accountants.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Critical Accounting Policies</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The preparation of financial statements requires management to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of
contingent assets and liabilities. The accompanying condensed consolidated financial statements are
prepared using the same critical accounting policies discussed in the Company&#146;s 2005 Annual Report
on Form 10-K for the fiscal year ended February&nbsp;2, 2006.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Liquidity and Capital Resources</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Net cash provided by operating activities during the 13&nbsp;weeks ended May&nbsp;4, 2006 was $338 compared
to $309 for the same period in the prior year. This increase was primarily due to higher earnings
and an increase in taxes payable during the 13&nbsp;weeks ended May&nbsp;4, 2006, as compared to the same
period in the prior year. These sources of cash were partially offset by a decrease in accounts
payable and pension liabilities.
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Net cash used in investing activities during the 13&nbsp;weeks ended May&nbsp;4, 2006 decreased to $116
compared to $123 for the same period in the prior year. This decrease was primarily the result of
lower proceeds from disposals of land, building and equipment, in addition to lower capital
expenditures in the 13&nbsp;weeks ended May&nbsp;4, 2006.
The amount of the Company&#146;s capital expenditures for 2006 will
be dependent on the completion of the Transactions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Net cash used in financing activities during the 13-week period ended May&nbsp;4, 2006 was $48 as
compared to $213 during the 13-week period ended May&nbsp;5, 2005. The decrease was due primarily to the
repayment of commercial paper borrowings during the 13-week period ended May&nbsp;5, 2005 compared to no
commercial paper activity in the 13-week period ended May&nbsp;4, 2006.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Company utilizes its commercial paper and bank line programs primarily to supplement cash
requirements for seasonal fluctuations in working capital and to fund its capital expenditure
program. Accordingly, commercial paper and bank line borrowings will fluctuate between reporting
periods.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">As of  May&nbsp;4, 2006, the Company had three revolving credit facilities totaling $1,400. The first
agreement, a five-year facility with total availability of $900, will expire in June&nbsp;2009. The
second agreement, a five-year facility with total availability of $100, will expire in July&nbsp;2009.
The third agreement, a revolving credit facility with total availability of $400, will expire in
June&nbsp;2010. The Company&#146;s commercial paper program is backed by all three of these credit
facilities. All of the agreements contain two financial covenants: 1) a minimum fixed charge
coverage ratio and 2) a maximum consolidated leverage ratio, each as defined in the credit
facilities. Under these facilities, the fixed charge coverage ratio shall not be less than 2.6 to 1
through April&nbsp;30, 2006 and 2.7 to 1 thereafter. The
consolidated leverage ratio shall not exceed 4.5 to 1 through April&nbsp;30, 2006, 4.25 to 1 through
April&nbsp;30, 2007, and 4.0 to 1 thereafter. As of May&nbsp;4, 2006, the Company was in compliance with
these requirements. If the Transactions are consummated, each of these facilities will be
terminated by the Company. The Company had no outstanding commercial paper borrowings at May&nbsp;4,
2006 and February&nbsp;2, 2006.
</DIV>

<P align="center" style="font-size: 10pt">28
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In May&nbsp;2004 the Company completed a public offering registered with the Securities and Exchange
Commission of 40,000,000 of 7.25% mandatory convertible securities (&#147;Corporate Units&#148;), yielding
net proceeds of $971. In June&nbsp;2004 the underwriters purchased an additional 6,000,000 Corporate
Units pursuant to an over-allotment option, yielding net proceeds of $146. Each Corporate Unit
consists of a purchase contract and, initially, a 2.5% ownership interest in one of the Company&#146;s
senior notes with a principal amount of one thousand dollars, which corresponds to a twenty-five
dollar principal amount of senior notes. The ownership interest in the senior notes is initially
pledged to secure the Corporate Unit holder&#146;s obligation to purchase Company common stock under the
related purchase contract. The holders of the Corporate Units may elect to substitute the senior
notes with zero-coupon U.S. treasury securities that mature on May&nbsp;15, 2007 having a principal
amount at maturity equal to the aggregate principal amount of the senior notes to secure the
purchase contracts. The senior notes bear an annual interest rate of 3.75%. In the first half of
2007 the aggregate principal amount of the senior notes will be remarketed, which may result in a change in the interest rate and
maturity date of the senior notes. Proceeds from a successful remarketing
would be used to satisfy in full each Corporate Unit holder&#146;s obligation to purchase common stock
under the related purchase contract. If the senior notes are not successfully remarketed, the
holders will have the right to put their senior notes to the Company to satisfy their obligations
under the purchase contract in a noncash transaction. The purchase contracts yield 3.5% per year on
the stated amount of twenty-five dollars. Subsequent to a successful remarketing, the senior notes
will remain outstanding and the Company will settle its obligations on the maturity date of the
senior notes in February&nbsp;2009 or February&nbsp;2010.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Upon consummation of the Transactions described above, the Corporate Units would become the
obligations of New Albertsons which is to become the successor company to Albertsons and,
at closing of the Transactions, a wholly owned subsidiary of Supervalu pursuant to the
Transactions. In connection with the Transactions, the holders of the Corporate Units will have an
option to early settle their purchase contract obligations at the settlement rate then in effect
(rather than the settlement rate that would result in the minimum amount of property being
received). The early settlement option would expire on the deadline provided for in a notice that
would be sent to the holders within five business days after the closing of the Transactions and
which early settlement date must be no earlier than ten days and no later than twenty days after
the notice.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">If the holders of the Corporate Units do not elect to early settle their purchase contracts in
connection with the Transactions, the holders may continue to hold their Corporate Units and settle
their purchase contract obligations at the purchase contract settlement date of May&nbsp;16, 2007 and
receive cash and Supervalu common stock in an amount determined by the settlement rate then in
effect. If the holders of the Corporate Units elect to early settle their purchase contract
obligations in connection with the Transactions, the holders will receive cash and Supervalu common
stock in an amount determined by the settlement rate in effect at the closing of the Transactions.
Under the early settlement option, the holders do not have the option to surrender the senior notes
comprising part of their Corporate Units in satisfaction of their purchase contract obligations and
must deliver cash payments payable in immediately available funds to early settle their purchase
contract obligations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In 2001, the Company filed a shelf registration statement with the Securities and Exchange
Commission, under which $2,400 of debt securities remain available for issuance as of May&nbsp;4, 2006.
However, there can be no assurance that the Company will be able to issue debt securities under
this registration statement at terms acceptable to the Company.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Following the Company&#146;s announcement in September&nbsp;2005 of its pursuit of strategic alternatives,
Moody&#146;s Investors Services, Inc. (&#147;Moody&#146;s&#148;), Fitch, Inc. (&#147;Fitch&#148;), and Standard &#038; Poor&#146;s Rating
Services (&#147;Standard &#038; Poor&#146;s&#148;) put the Company&#146;s debt ratings on &#147;credit watch&#148; with negative
implications. In the 13&nbsp;weeks ended May&nbsp;4, 2006, Moody&#146;s lowered its long-term debt ratings on the
Company to &#147;Ba3&#148; from &#147;Baa3&#148; and its short-term debt ratings on the Company to &#147;Not Prime&#148; from
&#147;P-3.&#148; Additionally, Fitch lowered its long-term debt ratings on the Company to &#147;BB-&#148; from &#147;BBB&#148;
and its short-term debt ratings on the Company to &#147;NR&#148; from &#147;F-2.&#148; As of the date hereof, Standard
&#038; Poor&#146;s continues to rate the Company&#146;s long-term debt at &#147;BBB-&#148; and the Company&#146;s short-term debt
at &#147;A-3.&#148;  On May 30, 2006 following the approval of the
Transactions by the stockholders of the Company and the stockholders
of Supervalu, Moody&#146;s further lowered its long-term debt ratings on
the Company from  &#147;Ba3&#148; to &#147;B2&#148;
with a stable outlook. The Company is not subject to any credit rating downgrade triggers that would accelerate
repayment in the Company&#146;s fixed-term debt portfolio. As of the
date hereof, the downgrades in the Company&#146;s credit
ratings have not affected the Company&#146;s ability to borrow amounts under the revolving credit
facilities, although if borrowings were necessary, the related costs would increase. The downgrades of the Company&#146;s debt ratings
have limited the Company&#146;s access to the commercial paper markets. If borrowings were
necessary, they would likely be in smaller amounts, shorter durations and at an increased cost. If
needed, the Company could seek alternative sources of funding, including the issuance of notes up
to $2,400 under the 2001 registration statement. In addition, at May&nbsp;4, 2006, up to $1,400 could be
drawn upon from the Company&#146;s revolving credit facilities. As of May&nbsp;5, 2006, the Company has no
commercial paper outstanding and no borrowings outstanding under its revolving credit facilities.
The revolving credit facilities will be terminated upon consummation of the Transactions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The successful consummation of the Transactions (see &#147;Definitive Agreement to Sell the Company&#148;
above) will cause the Company to incur certain additional expenses (see &#147;Subsequent Event&#148; above).
Additionally, the operating results of New Albertsons will no longer include the operations of the
stand-alone drug store and non-core supermarket businesses of the Company.
</DIV>



<P align="center" style="font-size: 10pt">29
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Insurance Contingencies</B></U>
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Company has outstanding workers&#146; compensation and general liability claims with a former
insurance carrier that is experiencing financial difficulties. If the insurer fails to pay any
covered claims that exceed deductible limits, creating &#147;excess claims,&#148; the Company may have the
ability to present these excess claims to guarantee funds in certain states in which the claims
originated. In the state where the Company faces the largest potential exposure, legislation was
enacted that the Company believes increases the likelihood of state guarantee fund protection. The
Company currently cannot estimate the amount of the covered claims in excess of deductible limits
which will not be paid by the insurance carrier or otherwise. As of May&nbsp;4, 2006, the insurance
carrier continues to pay the Company&#146;s claims. Based on information presently available to the
Company, management does not expect that the ultimate resolution of this matter will have a
material adverse effect on the Company&#146;s financial condition, results of operations or cash flows.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Pension Plan / Health and Welfare Plan Contingencies</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Company contributes to various multi-employer pension plans under collective bargaining
agreements, primarily for defined benefit pension plans. These plans generally provide retirement
benefits to participants based on their service to contributing employers. The Company contributed
$33 to these plans in the 13&nbsp;weeks ended May&nbsp;4, 2006 and contributed $130 and $115 to these plans
in the fiscal years 2005 and 2004, respectively. Based on available information, the Company
believes that some of the multi-employer plans to which it contributes are under-funded. Company
contributions to these plans are likely to continue to increase in the near term. However, the
amount of any increase or decrease in contributions will depend on a variety of factors, including
the results of the Company&#146;s collective bargaining efforts, return on the assets held in the plans,
actions taken by trustees who manage the plans and the potential payment of a withdrawal liability
if the Company chooses to exit a market or another employer withdraws from a plan without provision
for their share of pension liability. Many recently completed labor negotiations have positively
affected the Company&#146;s future contributions to these plans.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Company also makes payments to multi-employer health and welfare plans in amounts representing
mandatory contributions which are based on reserve requirements set forth in the related collective
bargaining agreements. Some of the collective bargaining agreements up for renewal in the next
several years contain reserve requirements that may trigger unanticipated contributions resulting
in increased health care expenses. If these health care provisions cannot be renegotiated in a
manner that reduces the prospective health care cost as the Company intends, the Company&#146;s selling,
general and administrative expenses could increase, possibly significantly, in the future.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Contractual Obligations and Guarantees</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">For information on contractual obligations and guarantees, see the Company&#146;s 2005 Annual Report on
Form 10-K for the fiscal year ended February&nbsp;2, 2006. As of May&nbsp;4, 2006, there have been no
material changes regarding the Company&#146;s contractual obligations outside the ordinary course of
business or material changes to guarantees from the information disclosed in the Company&#146;s 2005
Annual Report on Form 10-K for the fiscal year ended February&nbsp;2, 2006.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Commercial Commitments</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Company had outstanding letters of credit of $116 as of May&nbsp;4, 2006, which were issued under
separate agreements with multiple financial institutions. These agreements are not associated with
the Company&#146;s credit facilities. Of the outstanding letters of credit as of May&nbsp;4, 2006, $113
represented standby letters of credit covering workers&#146; compensation and performance obligations.
The remaining $3 was commercial letters of credit supporting the Company&#146;s merchandise import
program. As of May&nbsp;4, 2006, the Company paid issuance fees averaging 0.52% of the outstanding
letter of credit balance.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Off-Balance Sheet Arrangements</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">At May&nbsp;4, 2006, the Company had no significant investments that were accounted for under the equity
method in accordance with accounting principles generally accepted in the United States.
Investments that were accounted for under the equity method at May&nbsp;4, 2006 had no liabilities
associated with them that were guaranteed by or that would be considered material to the Company.
Accordingly, the Company does not have any off-balance sheet arrangements with unconsolidated
entities.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><U><B>Related Party Transactions </B></U>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">There were no material related party transactions during the 13&nbsp;weeks ended May&nbsp;4, 2006.
</DIV>

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</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left">
<A name="114"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;3. Quantitative and Qualitative Disclosures About Market Risk</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">There have been no material changes regarding the Company&#146;s market risk position from the
information provided under the caption &#147;Quantitative and Qualitative Disclosures About Market Risk&#148;
in the Company&#146;s 2005 Annual Report on Form 10-K for the fiscal year ended February&nbsp;2, 2006.
</DIV>
<DIV align="left">
<A name="115"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;4. Controls and Procedures</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><U><B>Albertson&#146;s, Inc.</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Management of the Company, including the Chief Executive Officer and the Chief Financial Officer of
the Company, have evaluated the effectiveness of the Company&#146;s disclosure controls and procedures
(as defined in Rule&nbsp;13a-15(e) of the Securities Exchange Act of 1934) as of May&nbsp;4, 2006. Based on
this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the
Company&#146;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 Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time
periods specified by the Securities and Exchange Commission&#146;s rules and forms.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In the first quarter of 2006, the Company continued its implementation of the PeopleSoft Human
Capital Management system. The Company plans to continue the roll-out through fiscal 2006. Based on
management&#146;s evaluation, the necessary steps have been taken to monitor and maintain appropriate
internal controls during this period of change.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Other than as described above, there were no changes in the Company&#146;s internal control over
financial reporting that occurred during the Company&#146;s most recently completed fiscal quarter that
have materially affected, or are reasonably likely to materially affect, the Company&#146;s internal
control over financial reporting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>New Albertson&#146;s, Inc.</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Since its formation, New Albertsons has not conducted any activities other than those incident to
its formation, the preparation of the Agreements and related proxy statement/prospectus and the
filing of the registration statement in connection with the Transactions. Disclosure controls and
procedures have been designed consistent with its current non-operational status.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Management of New Albertsons, including the Chief Executive Officer and the Chief Financial Officer
of New Albertsons, have evaluated the effectiveness of New Albertsons&#146; disclosure controls and
procedures (as defined in Rule&nbsp;13a-15(e) of the Securities Exchange Act of 1934) as of May&nbsp;4, 2006.
Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that
New Albertsons&#146; disclosure controls and procedures are effective to provide reasonable assurance
that information required to be disclosed by New Albertsons in the reports that it files or submits
under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within
the time periods specified by the Securities and Exchange Commission&#146;s rules and forms.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">There were no changes in New Albertsons&#146; internal control over financial reporting that occurred
during New Albertsons&#146; most recently completed fiscal quarter that have materially affected, or are
reasonably likely to materially affect, New Albertsons&#146; internal control over financial reporting.
</DIV>

<P align="center" style="font-size: 10pt">31
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="116"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>PART II. OTHER INFORMATION</B>
</DIV>

<DIV align="left">
<A name="117"></A>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><U><B>Cautionary Statement for Purposes of &#147;Safe Harbor Provisions&#148; of the Private Securities
Litigation Reform Act of 1995</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">All statements other than statements of historical fact contained in this and other documents
disseminated by the Company, including statements regarding the Company&#146;s expected financial
performance, are forward-looking information as defined in the Private Securities Litigation Reform
Act of 1995. In reviewing such information about the future performance of the Company, it should
be kept in mind that actual results may differ materially from those projected or suggested in such
forward-looking information since predictions regarding future results of operations and other
future events are subject to inherent uncertainties. These statements may relate to, among other
things: completion of the pending sale of the Company; statements of expectation regarding the
Company&#146;s future results of operations; investing to increase sales; changes in cash flow;
increases in general liability costs, workers&#146; compensation costs and employee benefit costs;
attainment of cost reduction goals; achieving sales increases and increases in comparable and
identical sales; competing effectively; opening and remodeling stores; and the Company&#146;s five
strategic imperatives. These statements are indicated by words or phrases such as &#147;expects,&#148;
&#147;plans,&#148; &#147;believes,&#148; &#147;estimate&#148; and &#147;goal.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Important assumptions and other important factors that could cause actual results to differ
materially from those set forth in the forward-looking information include the Company&#146;s ability to
complete the pending sale of the Company; changes in consumer spending; actions taken by new or
existing competitors (including nontraditional competitors), particularly those intended to improve
their market share (such as pricing and promotional activities); labor negotiations; adverse
determinations with respect to, or the need to increase reserves for, litigation, taxes or other
claims (including environmental matters); financial difficulties experienced by third-party
insurance providers; employee benefit costs; the Company&#146;s ability to recruit, retain and develop
employees; the Company&#146;s ability to develop new stores or complete remodels as rapidly as planned;
the Company&#146;s ability to implement new technology successfully; stability of product costs; the
Company&#146;s ability to integrate the operations of and realize synergies from acquired or merged
companies; the Company&#146;s ability to execute its restructuring plans; the Company&#146;s ability to
achieve its five strategic imperatives; the factors listed in &#147;Item&nbsp;1A &#150; Risk Factors&#148; in the
Company&#146;s Annual Report on Form 10-K for the fiscal year ended February&nbsp;2, 2006; and other factors
affecting the Company&#146;s business in or beyond the Company&#146;s control. These other factors include
changes in the rate of inflation; changes in state or federal legislation or regulation; the cost
and stability of energy sources; the continued safety of the products the Company sells; changes in
the general economy; changes in interest rates; and the occurrence of natural disasters.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Other factors and assumptions not identified above could also cause the actual results to differ
materially from those projected or suggested 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 predictions, assumptions, estimates or changes in other factors affecting such
forward-looking information.
</DIV>
<DIV align="left">
<A name="118"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;1. Legal Proceedings</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Company is subject to various lawsuits, claims and other legal matters that arise in the
ordinary course of conducting business.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In September&nbsp;2000 an agreement was 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 and which raised various issues including &#147;off-the-clock&#148; work allegations and
allegations regarding certain salaried grocery managers&#146; exempt status. Under the settlement
agreement, current and former employees who met eligibility criteria have been allowed to present
their off-the-clock work claims to a claims administrator. Additionally, current and former grocery
managers employed in the State of California have been allowed to present their exempt status
claims to a claims administrator. The Company mailed notices of the settlement and claims forms to
approximately 70,500 associates and former associates. Approximately 6,000 claim forms were
returned, of which approximately 5,000 were deemed by the claims administrator to be incapable of
valuation, presumed untimely, or both (the &#147;Unvalued Claims&#148;). The claims administrator was able to
assign a value to approximately 1,080 claims although the value of many of those claims is still
subject to challenge by either party. Two other claims processes occurred during 2004. First, there
was a supplemental mailing and in-store posting directed toward a narrow subset of current and
former associates. This process resulted in approximately 260 individuals submitting claims
documents. Second, in response to the Court&#146;s instruction to plaintiffs&#146; counsel to submit
supplemental and/or corrected information for the Unvalued Claims, plaintiffs&#146; counsel submitted
such information for approximately 4,700 of the Unvalued Claims in 2005.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The claims administrator has been assigning values to claims as a result of the 2004 claims
process. The value of these claims will likewise be subject to challenge by either party. The
Company raised certain challenges to the claims process, including the supplemental information
submitted by plaintiffs&#146; counsel in 2005, and valuation protocols; on January&nbsp;4, 2006, the court
granted in part the Company&#146;s motion and directed the claims administrator to value the claims
disregarding certain information. The Company is presently unable to determine
the amounts that it may ultimately be required to pay with respect to all claims properly
submitted. Based on the information presently available to the Company, management does not expect
that the satisfaction of valid claims submitted pursuant to the
</DIV>

<P align="center" style="font-size: 10pt">32
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">settlement will have a material
adverse effect on the Company&#146;s financial condition, results of operations or cash flows.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">On January&nbsp;24, 2006, a putative class action complaint was filed in the Fourth Judicial District of
the State of Idaho in and for the County of Ada, naming Albertsons and its directors as defendants.
The action (Christopher Carmona v. Henry Bryant et al., No.&nbsp;CV-OC-0601251), which was removed to
the United States District Court for the District of Idaho and subsequently remanded to Idaho state
court, challenges the Agreements entered into in connection with the Transactions. Specifically, the
complaint alleges that Albertsons and its directors violated applicable law by directly breaching
and/or aiding the other defendants&#146; breaches of their fiduciary duties, including by failing to
value Albertsons properly and by ignoring conflicts of interest. Among other things, the complaint
seeks preliminary and permanent injunctive relief to enjoin the completion of the Transactions. On
May&nbsp;18, 2006, the defendants entered into a memorandum of understanding for a full settlement with
the plaintiff. In connection with executing the memorandum of understanding, which remains subject
to definitive documentation and the approval of the Court, Albertsons filed a Form 8-K with the
Securities and Exchange Commission in which it made disclosure of additional details of the
circumstances and events leading up to the Company&#146;s entry into the sale and related transactions
that are the subject of the legal action. In addition, Albertsons agreed, subject to Court
approval, to pay certain fees and expenses of plaintiff&#146;s counsel. 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 lawsuit
will have a material adverse effect on the Company&#146;s financial condition, results of operations or
cash flows.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Company is also involved in routine legal proceedings incidental to its operations. Some of
these routine proceedings involve class allegations, many of which are ultimately dismissed.
Management does not expect that the ultimate resolution of these legal proceedings will have a
material adverse effect on the Company&#146;s financial condition, results of operations or cash flows.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The statements above reflect management&#146;s current expectations based on the information presently
available to the Company. However, predicting the outcomes of claims and litigation and estimating
related costs and exposures involve substantial uncertainties that could cause actual outcomes,
costs and exposures to vary materially from current expectations. In addition, the Company
regularly monitors its exposure to the loss contingencies associated with these matters and may
from time to time change its predictions with respect to outcomes and its estimates with respect to
related costs and exposures. It is possible that material differences in actual outcomes, costs and
exposures relative to current predictions and estimates, or material changes in such predictions or
estimates, could have a material adverse effect on the Company&#146;s financial condition, results of
operations or cash flows.
</DIV>
<DIV align="left">
<A name="119"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;1A. Risk Factors</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In addition to the other information set forth in this report, investors should carefully consider
the factors discussed in Part&nbsp;I, Item&nbsp;1A &#147;Risk Factors&#148; in the Company&#146;s 2005 Annual Report on Form
10-K for the fiscal year ended February&nbsp;2, 2006. There have been no material changes to such risk
factors.
</DIV>

<P align="center" style="font-size: 10pt">33
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="120"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;2. Unregistered Sales of Equity Securities and Use of Proceeds</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Information concerning the Company&#146;s stock repurchases during the 13&nbsp;weeks ended May&nbsp;4, 2006
(dollars in millions except per share data):
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Issuer Purchases of Equity Securities</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="20%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Total Number Of</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Maximum Number</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Shares (Or</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">(Or Approximate</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Units) Purchased</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Dollar Value) Of</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">As Part Of</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Shares (Or Units)</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Total Number</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Publicly</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">That May Yet Be</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">of Shares (Or</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Average Price</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Announced</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Purchased Under</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Units)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Paid Per Share</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Plans Or</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">The Plans Or</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Period</TD>
    <TD><DIV style="margin-right: 20pt; border-bottom: 1px solid #000000">&nbsp;</DIV></TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Purchased</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">(Or Unit)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Programs</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Programs</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD nowrap><DIV style="margin-left:15px; text-indent:-15px">February 3 &#150; February&nbsp;28, 2006</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">2,740</TD>
    <TD nowrap><SUP style="font-size: 85%; vertical-align: text-top">(1)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">25.74</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">March 1 &#150; March&nbsp;31, 2006</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">14,419</TD>
    <TD nowrap><SUP style="font-size: 85%; vertical-align: text-top">(1)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">25.37</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">April 1 &#150; May&nbsp;4, 2006</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">18,587</TD>
    <TD nowrap><SUP style="font-size: 85%; vertical-align: text-top">(1)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">25.33</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left"><SUP style="font-size: 85%; vertical-align: text-top">(1)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD>Represents shares surrendered or deemed surrendered to the Company to satisfy tax
withholding obligations in connection with the vesting of stock units under employee stock
based compensation plans.</TD>
</TR>

</TABLE>


<DIV align="left">
<A name="121"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;3. Defaults Upon Senior Securities</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">None.
</DIV>
<DIV align="left">
<A name="122"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;4. Submission of Matters to a Vote of Security Holders</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">None.
</DIV>
<DIV align="left">
<A name="123"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;5. Other Information</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Company previously reported its intention, upon or prior to the occurrence of a change in
control event, to combine the assets of certain revocable and irrevocable grantor trusts into a
single master trust. The grantor trusts exist to support various non-qualified benefit plans
maintained by the Company. The Company has decided not to implement the master trust, but rather to
continue maintaining each trust independently, in accordance with its terms.
</DIV>

<P align="center" style="font-size: 10pt">34
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="124"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;6. Exhibits</B>
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left">3.01</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Certificate of Incorporation of New Albertson&#146;s, Inc. (f/k/a New Aloha Corporation) is
incorporated herein by reference to Exhibit&nbsp;3.01 of Form S-4 (Registration No.
333-132397) filed with the SEC on April&nbsp;18, 2006.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left">3.02</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>By-Laws of New Albertson&#146;s, Inc. (f/k/a New Aloha Corporation) is incorporated herein by
reference to Exhibit&nbsp;3.02 of Form S-4 (Registration No.&nbsp;333-132397) filed with the SEC
on April&nbsp;18, 2006.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left">10.4.2</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Amendment No.&nbsp;2 to Employment Agreement between the Company and Lawrence R. Johnston*</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left">10.6.5</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Amendment to Executive Deferred Compensation Plan*</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left">10.10.5</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Amendment to 2000 Deferred Compensation Plan*</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left">10.13.8</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Second Amendment to Executive Pension Makeup Plan*</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left">10.13.9</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Third Amendment to Executive Pension Makeup Plan*</TD>
</TR>



<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left">10.14.3</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Amendment to Executive ASRE Makeup Plan*</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left">10.15.4</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Amendment to Senior Executive Deferred Compensation Plan*</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left">10.20.7</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Amendment to 1990 Deferred Compensation Plan*</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left">10.21.5</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Amendment to Non-Employee Director&#146;s Deferred Compensation Plan*</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left">10.30.2</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Amendment to American Stores Company Supplemental Executive Retirement Plan*</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left">10.43.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Form of Amendment to Change of Control Severance Agreement for Executive Vice Presidents*</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left">10.44.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Form of Amendment to Change of Control Severance Agreement for Senior Vice Presidents
and Group Vice Presidents*</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left">10.45.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Form of Amendment to Change of Control Severance Agreement for Vice Presidents*</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left">10.47.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Amendment No.&nbsp;1 to Long-Term Incentive Plan*</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left">10.48.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Form of Director and Officer Indemnification Agreement*</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left">10.49</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Form of Officer Indemnification Agreement*</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left">10.62.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Amendment No.&nbsp;1 to Change in Control Severance Benefit Trust*</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left">10.64</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>RSU Trust*</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left">10.65</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Amendment to Albertson&#146;s, Inc. 2005 Deferred Compensation Plan*</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left">15.01</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Letter re: Unaudited Interim Financial Statements of Albertson&#146;s, Inc.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left">31.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Certification of CEO Regarding Albertson&#146;s, Inc. Pursuant to Section&nbsp;302 of the
Sarbanes-Oxley Act of 2002.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left">31.2</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Certification of CFO Regarding Albertson&#146;s, Inc. Pursuant to Section&nbsp;302 of the
Sarbanes-Oxley Act of 2002.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left">31.3</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Certification of CEO Regarding New Albertson&#146;s, Inc. Pursuant to Section&nbsp;302 of the
Sarbanes-Oxley Act of 2002.</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt">35
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left">31.4</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Certification of CFO Regarding New Albertson&#146;s, Inc. Pursuant to Section&nbsp;302 of the
Sarbanes-Oxley Act of 2002.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left">32.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Certification Pursuant to 18 U.S.C. Section&nbsp;1350, as Adopted Pursuant to Section&nbsp;906 of
the Sarbanes-Oxley Act of 2002 Regarding Albertson&#146;s, Inc.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left">32.2</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Certification Pursuant to 18 U.S.C. Section&nbsp;1350, as Adopted Pursuant to Section&nbsp;906 of
the Sarbanes-Oxley Act of 2002 Regarding New Albertson&#146;s, Inc.</TD>
</TR>

</TABLE>
</DIV>


<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>Identifies management contracts or compensatory plans or arrangements required to be filed as an
exhibit hereto.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">36
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">





<DIV align="left">
<A name="125"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">SIGNATURE
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">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.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">ALBERTSON&#146;S, INC.</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
(Registrant)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Date: May&nbsp;31, 2006
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Felicia D. Thornton
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Felicia D. Thornton
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Vice President</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">and Chief Financial Officer</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">37
</DIV>


</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4.2
<SEQUENCE>2
<FILENAME>v21009exv10w4w2.txt
<DESCRIPTION>EXHIBIT 10.4.2
<TEXT>
<PAGE>

                                                                  Exhibit 10.4.2

                                ALBERTSON'S, INC.

                               AMENDMENT NO. 2 TO

                              EMPLOYMENT AGREEMENT

          THIS AMENDMENT NO. 2 to the Employment Agreement by and between
Lawrence R. Johnston (the "Executive") and Albertson's, Inc. (the "Company") is
entered into as of May 18, 2006.

          WHEREAS, the Company and the Executive entered into that certain
Employment Agreement dated April 23, 2001 and that certain Amendment to
Employment Agreement dated July 19, 2001 ("Amendment No. 1" and, collectively,
the "Agreement"); and

          WHEREAS, the Company and the Executive wish to make certain amendments
to the Agreement as set forth below.

          NOW THEREFORE, in consideration of the agreements set forth herein,
the parties agree as follows:

1.   Capitalized terms used herein and not otherwise specifically defined herein
     shall have the same meaning given to such terms in the Agreement.

2.   The phrase "received under the Annual Bonus Plan" is hereby inserted into
     the second sentence of Sub-section 5(f)(i), immediately following the words
     "actual bonus".

3.   The following Sub-section (v) is hereby added to the end of Sub-section
     5(f) of the Agreement:

     "(v) Notwithstanding any other provision of the Agreement, in lieu of any
payment of the Retirement Benefit pursuant to Section 5(f)(i) through (iv) or
Section 7(a)(viii), the Executive shall have the ability to elect prior to April
30, 2006 to receive in a lump sum in cash:

     (A)  upon the later of the effective time of a Change of Control or January
          1, 2007, an amount (the "First Retirement Benefit Payment") equal to
          the present value of the Retirement Benefit accrued through the date
          of payment, assuming that the Retirement Benefit would commence to be
          paid on such payment date, with such present value to be determined on
          the basis of the applicable mortality table prescribed in Section
          417(e)(3)(A)(ii)(I) of the Code and the then prevailing PBGC rate for
          immediate annuities; and

     (B)  upon the Executive's termination of employment or as soon thereafter
          as may be permitted in compliance with Section 409A of the Code, an
          amount equal to the excess of (1) the present value of the Retirement
          Benefit, determined on the basis set forth in (A) above as of the
          effective date of the Executive's termination of employment as set
          forth in the next sentence of this Section 5(f)(v)(B), over (2) the
          amount of the First Retirement Benefit Payment, increased by interest
          at the rate of 2.75% (the PBGC rate for immediate annuities in March,
          2006) from the date immediately following the date of the First
          Retirement Benefit Payment until the effective date of the Executive's
          termination of

<PAGE>

          employment. The calculation of the amount described in clause (B)(1)
          of this Section 5(f)(v) shall be determined on the basis of or by
          reference to the Retirement Benefit that would be determined under and
          payable to the Executive as a life annuity under Sections 5(f)(i)
          through (iv) but for this subparagraph (v)."

4.   Section 7(a)(iv) to the Agreement is hereby deleted in its entirety and
     replaced with the following:

     "(iv) (A) For any welfare benefits, fringe benefits and employee
perquisites to which the Executive is entitled prior to the Date of Termination
that are considered to be "reimbursement arrangements" within the meaning of
Proposed Treasury Regulation Section 1.409A-1(b)(9)(iv)(A) or any successor
provision: for the three year period commencing on the Date of Termination,
continued participation in such welfare benefit plans, fringe benefits, and
employee perquisites; provided, however, that if the Company determines that the
provision of any benefit under this Section 7(a)(iv)(A)(1) is likely to result
in negative tax consequences to the Executive, the Company will use its
reasonable best efforts to make other arrangements to provide a substantially
similar benefit to the Executive that does not have such negative tax
consequences, which may include, making a lump sum payment or payments, at the
earliest time or times permitted under Section 409A of the Code, in an amount
equal to the present value of any such benefits that, if provided, would result
in negative tax consequences to the Executive and/or with respect to health plan
coverage, providing such benefit through insurance coverage on the Executive's
behalf.

     (B) For any welfare benefits, fringe benefits and employee perquisites to
which the Executive is entitled prior to the Date of Termination that are not
considered to be "reimbursement arrangements" covered under Proposed Treasury
Regulation Section 1.409A-1(b)(9)(iv)(A) or any successor provision, a lump sum
payment or payments in an amount equal to the present value of the continuation
of such benefits for three years following the Date of Termination. Such payment
or payments shall be made at the earliest time or times permitted under Section
409A of the Code."

5.   The following new Section 7(a)(ix) is hereby added to the end of Section
     7(a) of the Agreement:

     "(ix) Notwithstanding anything to the contrary contained herein, if any
lump sum payment under this Section 7(a) constitutes a "deferral of
compensation" under Section 409A of the Code, the Executive will receive payment
of the lump sum amounts described in this Section 7(a) upon the earlier of (1)
six months following the Executive's "separation from service" with the Company
(as such phrase is defined in Section 409A of the Code) or (2) the Executive's
death."


                                       2

<PAGE>

6.   The phrase "or benefits consulting," is hereby inserted immediately
     following the words "accounting" wherever such words appear in Section
     7(c).

7.   The following provision is hereby added to the end of Section 8(d)(iii) of
     the Agreement:

     "Notwithstanding anything in the foregoing to the contrary, the Executive
may make recommendations and referrals on behalf of employees who (i) have been
identified as not receiving an offer of employment by the expected surviving
entity (or an affiliate thereof) in a Change in Control transaction or (ii) have
declined to accept such an offer; provided that the Executive may not make such
a recommendation or referral to a Competitor of the Company."

8.   The following new Section 24 is hereby added to the Agreement:

     "Section 24. SECTION 409A OF THE CODE. To the extent applicable, it is
intended that this Agreement comply with the provisions of Section 409A of the
Code. This Agreement shall be administered in a manner consistent with this
intent, and any provision that would cause the Agreement to fail to satisfy
Section 409A of the Code shall have no force and effect unless and until such
provision is amended to comply with Section 409A of the Code (which amendment
may be retroactive to the extent permitted by Section 409A of the Code and may
be made by the Company without the consent of the Executive). Any amendment to
the timing and receipt of any payment or benefit provided hereunder shall be
effected in a manner that is intended to be in compliance with Section 409A of
the Code. Any reference in this Agreement to Section 409A of the Code will also
include any proposed, temporary or final regulation, or any other guidance,
promulgated with respect to such section by the U.S. Department of the Treasury
or the Internal Revenue Service. To the extent that any payment required to be
made under this Agreement is delayed in order to avoid negative tax consequences
under Section 409A of the Code, the Company will pay interest on the amount of
such payment during the time that such payment is delayed at an annualized rate
of interest equal to 6.2%."

9.   Except as amended herein, the Agreement shall remain unchanged and in full
     force and effect.


                                       3

<PAGE>

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

                                        ALBERTSON'S, INC.


                                        By: /s/ John R. Sims
                                            ------------------------------------
                                        Name: John R. Sims
                                        Title: Executive Vice President &
                                               General Counsel


                                        /s/ Lawrence R. Johnston
                                        ----------------------------------------
                                        Lawrence R. Johnston


                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6.5
<SEQUENCE>3
<FILENAME>v21009exv10w6w5.txt
<DESCRIPTION>EXHIBIT 10.6.5
<TEXT>
<PAGE>

                                                                  Exhibit 10.6.5

                                AMENDMENT TO THE
             ALBERTSON'S, INC. EXECUTIVE DEFERRED COMPENSATION PLAN

     WHEREAS, the Albertson's, Inc. Executive Deferred Compensation Plan (the
"Plan") was established December 5, 1983 and was further amended;

     WHEREAS, the Board of Directors of Albertson's, Inc. has delegated the
authority to amend the Plan to its Management Development/Compensation
Committee;

     NOW, THEREFORE, the following amendments to the Plan are hereby adopted
effective as of the adoption date of this Amendment (unless another effective
date is expressly specified):

1. The definition of "Change in Control" contained in Article I of the Plan is
hereby amended to read as follows:

               "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 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 Albertson's, Inc.
          (the "Company"); provided, however, that:

                    (1) for purposes of this Section 1(i), the following
          acquisitions shall not constitute a Change in Control: (A) any
          acquisition of securities entitled to vote generally in the election
          of directors of the Company ("Voting Stock") 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(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
          Section

<PAGE>

          1(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


                                       2

<PAGE>

          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(iii).

               An "Incumbent Director" shall mean 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.

     2. Effective as of the date of adoption of this Amendment, a new Section
6.09 is hereby added to the Plan, immediately following Section 6.08, to read as
follows:


                                       3

<PAGE>

               6.10 Special Election. Notwithstanding any other provision of the
          Plan, each Participant shall have the right to elect, prior to May 22,
          2006, in accordance with procedures established under the Plan, to
          receive a lump sum in cash (payable from an applicable trust or from
          general corporate assets) such Participant's vested account balance
          under such Plan as of the date of the distribution, payable as soon as
          practicable on or after (but no later than 30 days after) January 1,
          2007, or, if later, the effective date of a Change in Control
          ("Special Election Lump Sum"), provided that such election shall not
          prevent the payment or commencement of a Participant's account balance
          under the Plan on a scheduled distribution date that occurs prior to
          the payment of any such Special Election Lump Sum.

     3. A new Section 8.04 is hereby added to the Plan, immediately following
Section 8.03, to read as follows:

               8.04 Code Section 409A. It is intended that the Plan shall be
          operated in good faith compliance with Section 409A of the Internal
          Revenue Code ("Code") and may be amended by the Employer at any time
          to the extent determined necessary or desirable, at the Employer's
          discretion, in light of Code Section 409A, without regard to any
          restrictions on the Employer's ability to amend the Plan under any
          other provision of the Plan.

     4. Except as provided herein, the Plan shall remain in full force and
effect.

     EXECUTED this 28th day of April, 2006.

                                        ALBERTSON'S, INC.


                                        By: /s/ John R. Sims
                                            ------------------------------------
                                        Its: Executive Vice President & General
                                             Counsel


                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.10.5
<SEQUENCE>4
<FILENAME>v21009exv10w10w5.txt
<DESCRIPTION>EXHIBIT 10.10.5
<TEXT>
<PAGE>

                                                                 Exhibit 10.10.5

                             SIXTH AMENDMENT TO THE
                ALBERTSON'S, INC. 2000 DEFERRED COMPENSATION PLAN

     WHEREAS, the Albertson's, Inc. 2000 Deferred Compensation Plan (the "Plan")
was established effective January 1, 2000, and has previously been amended;

     WHEREAS, the Board of Directors of Albertson's, Inc. has delegated the
authority to amend the Plan to its Management Development/Compensation
Committee;

     NOW, THEREFORE, the following amendments to the Plan are hereby adopted
effective as of the adoption date of this Amendment (unless another effective
date is expressly specified):

     1. A new Section 6.10 is hereby added to the Plan, immediately following
Section 6.9, to read as follows:

               6.10 Notwithstanding any other provision of the Plan, each
          Participant shall have the right to elect, prior to May 22, 2006, in
          accordance with procedures established under the Plan, to receive a
          lump sum in cash (payable from an applicable trust or from general
          corporate assets) such Participant's vested account balance under such
          Plan as of the date of the distribution, payable as soon as
          practicable on or after (but no later than 30 days after) January 1,
          2007, or, if later, the effective date of a Change in Control
          ("Special Election Lump Sum"), provided that such election shall not
          prevent the payment or commencement of a Participant's account balance
          under the Plan on a scheduled distribution date that occurs prior to
          the payment of any such Special Election Lump Sum.

     2. A new Section 9.3 shall be added, immediately following Section 9.2, to
read as follows:

               9.3 It is intended that the Plan shall be operated in good faith
          compliance with Section 409A of the Internal Revenue Code ("Code") and
          may be amended by the Board, the Committee or their duly authorized
          delegates at any time to the extent determined necessary or desirable,
          at their discretion, in light of Code Section 409A, without regard to
          any restrictions on the ability to amend the Plan under any other
          provision of the Plan.

<PAGE>

     3. Except as provided herein, the Plan shall remain in full force and
effect.

     EXECUTED this 28th day of April, 2006.

                                        ALBERTSON'S, INC.


                                        By: /s/ John R. Sims
                                            ------------------------------------
                                        Its: Executive Vice President & General
                                             Counsel


                                       2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.13.8
<SEQUENCE>5
<FILENAME>v21009exv10w13w8.txt
<DESCRIPTION>EXHIBIT 10.13.8
<TEXT>
<PAGE>

                                                                 Exhibit 10.13.8

                             SECOND AMENDMENT TO THE
                 ALBERTSON'S, INC. EXECUTIVE PENSION MAKEUP PLAN

     WHEREAS, Albertson's, Inc. maintains the Albertson's, Inc. Executive
Pension MakeUp Plan (the "Plan") which was amended and restated effective
December 1, 2002, and was further amended;

     WHEREAS, the Albertson's Salaried Employees' Pension Plan was merged with
and into the Albertson's Employees' Corporate Pension Plan, effective December
31, 2004;

     WHEREAS, the Board of Directors of Albertson's, Inc. has delegated the
authority to amend the Plan to its Management Development/Compensation
Committee;

     NOW, THEREFORE, the following amendments to the Plan are hereby adopted
effective as of the adoption date of this Amendment (unless another effective
date is expressly specified)

     1. Article I of the Plan is hereby amended by adding a definition of
"Change in Control" thereto, immediately following "Beneficiary", to read as
follows:

               "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 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 Albertson's, Inc.
          (the "Company"), provided, however, that:

                    (1) for purposes of this Section 1(i), the following
          acquisitions shall not constitute a Change in Control: (A) any
          acquisition of securities entitled to vote generally in the election
          of directors of the Company ("Voting Stock") 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(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(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

<PAGE>

          (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(iii).

     2. Article I of the Plan is hereby amended by adding a definition of
"Incumbent Director" thereto, immediately following "Employer", to read as
follows:

               An "Incumbent Director" shall mean 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.

     3. Effective as of the adoption of this Amendment, a new Section 4.04 is
hereby added to the Plan, immediately following Section 4.03, to read as
follows:

               4.04 Special Election. Notwithstanding any other provision of the
          Plan, each Participant shall have the right to elect, prior to May 22,
          2006, in accordance with procedures established under the Plan, to
          receive a lump sum payment in cash (payable

<PAGE>

          from an applicable trust or from general corporate assets) in an
          amount equal to the present value of such Participant's vested accrued
          benefit under the Plan, determined as of the date of the distribution
          and payable as soon as practicable on or after (but no later than 30
          days after) January 1, 2007, or, if later, the effective date of a
          Change in Control ("Special Election Lump Sum"), provided that such
          election shall not prevent the payment or commencement of a
          Participant's accrued benefit under the Plan on a scheduled
          distribution date that occurs prior to the payment of any such Special
          Election Lump Sum. The amount of any such Special Election Lump Sum
          shall be determined as of the date of the distribution using, in lieu
          of any actuarial factors set forth in the Plan for calculating a lump
          sum or any other purpose, the following actuarial factors: an interest
          rate equal to the average yield to maturity for 30-year U. S.
          Government Bonds as of the date of the distribution, and unloaded 94
          GAR mortality rates, blended 50% male and 50% female, projected to
          2002.

     4. A new Section 5.04 is hereby added to the Plan, immediately following
Section 5.03, to read as follows:

               5.04 Code Section 409A. It is intended that the Plan shall be
          operated in good faith compliance with Section 409A of the Internal
          Revenue Code ("Code") and may be amended at any time by the Employer
          to the extent necessary or desirable by the Employer, at the
          Employer's discretion, in light of Code Section 409A, without regard
          to any restrictions on the Employer's ability to amend the Plan under
          any other provision of the Plan.

     5. Except as provided herein, the Plan shall remain in full force and
effect.

     EXECUTED this 28th day of April, 2006.

                                        ALBERTSON'S, INC.


                                        By: /s/ John R. Sims
                                            ------------------------------------
                                        Its: Executive Vice President & General
                                             Counsel
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.13.9
<SEQUENCE>6
<FILENAME>v21009exv10w13w9.txt
<DESCRIPTION>EXHIBIT 10.13.9
<TEXT>
<PAGE>
                                                                 Exhibit 10.13.9

                             THIRD AMENDMENT TO THE
                 ALBERTSON'S, INC. EXECUTIVE PENSION MAKEUP PLAN

     WHEREAS, Albertson's, Inc. maintains the Albertson's, Inc. Executive
Pension MakeUp Plan (the "Plan") which was amended and restated effective
December 1, 2002, and was further amended;

     WHEREAS, the Albertson's Salaried Employees' Pension Plan was merged with
and into the Albertson's Employees' Corporate Pension Plan, effective December
31, 2004;

     WHEREAS, the Board of Directors of Albertson's, Inc. has delegated the
authority to amend the Plan to its Management Development/Compensation
Committee;

     NOW, THEREFORE, the following amendments to the Plan are hereby adopted
effective as of the adoption date of this Amendment (unless another effective
date is expressly specified)

     1. A new Section 3.06 is hereby added to the Plan, immediately following
Section 3.05, to read as follows:

          3.06 Cessation of Benefit Accruals. Effective as of May 28, 2006
     ("Cessation Date"), notwithstanding any other provision of the Plan, (i) no
     person shall become eligible to participate in the Plan on or after the
     Cessation Date, and (ii) all benefit accruals under the Plan shall cease.
     In furtherance of the foregoing, no compensation earned after the Cessation
     Date shall be taken into account for purposes of calculating a benefit
     under the Plan, and no service on or after the Cessation Date shall be
     counted as credited service under the Plan. Each Participant's Accrued
     Benefit under the Plan shall become fully vested as of the Cessation Date.

     2. Except as provided herein, the Plan shall remain in full force and
effect.

     EXECUTED this 11th day of May, 2006.

                                        ALBERTSON'S, INC.


                                        By: John R. Sims
                                            ------------------------------------
                                        Its: Executive Vice President &
                                             General Counsel

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.14.3
<SEQUENCE>7
<FILENAME>v21009exv10w14w3.txt
<DESCRIPTION>EXHIBIT 10.14.3
<TEXT>
<PAGE>

                                                                 Exhibit 10.14.3

                             FOURTH AMENDMENT TO THE
                  ALBERTSON'S, INC. EXECUTIVE ASRE MAKEUP PLAN

     WHEREAS, the Albertson's, Inc. Executive ASRE MakeUp Plan (the "Plan") was
effective September 26, 1999, and has previously been amended;

     WHEREAS, the Board of Directors of Albertson's, Inc. has delegated the
authority to amend the Plan to its Management Development/Compensation
Committee;

     NOW, THEREFORE, the following amendments to the Plan are hereby adopted
effective as of the adoption date of this Amendment (unless another effective
date is expressly specified):

     1. A new Section 5.2 is hereby added to the Plan, immediately following
Section 6.8, to read as follows:

               5.2 Notwithstanding any provision of the Plan, the Company shall
          make a contribution pursuant to Section 5.1 for the Plan Year in which
          occurs the Effective Time as defined in the Agreement and Plan of
          Merger by and among Albertson's, Inc., New Aloha Corporation, New
          Diamond Sub., Inc., SUPERVALU INC., and Emerald Acquisition Sub, Inc.,
          dated January 22, 2006 ("Effective Time"), on behalf of each
          Participant who is an Employee as of the Effective Time in an amount
          equal to the product of (i) the amount allocated to such Participant's
          Account for the 2005 Plan Year under Section 5.1, multiplied by (ii) a
          fraction, the numerator of which is the number of days in the Plan
          Year containing the Effective Time which precede such Effective Time,
          and the denominator of which is 365, provided that the aggregate
          amount of such contribution shall not exceed $2.5 million and provided
          that such contribution shall be made immediately prior to the
          Effective Time.

     2. A new Section 6.9 is hereby added to the Plan, immediately following
Section 6.8, to read as follows:

               6.9 Notwithstanding any other provision of the Plan, each
          Participant shall have the right to elect, prior to May 22, 2006, in
          accordance with procedures established under the Plan, to receive a
          lump sum in cash (payable from an applicable trust or from general
          corporate assets) such Participant's vested account balance under such
          Plan as of the date of the distribution, payable as soon as

<PAGE>

          practicable on or after (but no later than 30 days after) January 1,
          2007, or, if later, the effective date of a Change in Control
          ("Special Election Lump Sum"), provided that such election shall not
          prevent the payment or commencement of a Participant's account balance
          under the Plan on a scheduled distribution date that occurs prior to
          the payment of any such Special Election Lump Sum. The unvested
          Account balance of each Participant in the Plan as of the effective
          date of the Merger shall be fully vested.

     3. A new Section 9.3 is hereby added to the Plan, immediately following
Section 9.2, to read as follows:

               9.3 It is intended that the Plan shall be operated in good faith
          compliance with Section 409A of the Internal Revenue Code ("Code") and
          may be amended by the Board, the Committee or their duly authorized
          delegates at any time to the extent determined necessary or desirable,
          at their discretion, in light of Code Section 409A, without regard to
          any restrictions on their ability to amend the Plan under any other
          provision of the Plan.

     4. Except as provided herein, the Plan shall remain in full force and
effect.

     EXECUTED this 28th day of April, 2006.

                                        ALBERTSON'S, INC.


                                        By: /s/ John R. Sims
                                            ------------------------------------
                                        Its: Executive Vice President & General
                                             Counsel


                                       2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.15.4
<SEQUENCE>8
<FILENAME>v21009exv10w15w4.txt
<DESCRIPTION>EXHIBIT 10.15.4
<TEXT>
<PAGE>

                                                                 Exhibit 10.15.4

                                AMENDMENT TO THE
          ALBERTSON'S, INC. SENIOR EXECUTIVE DEFERRED COMPENSATION PLAN

     WHEREAS, the Albertson's, Inc. Senior Executive Deferred Compensation Plan
(the "Plan") was established effective December 5, 1983, and has previously been
amended;

     WHEREAS, the Board of Directors of Albertson's, Inc. has delegated the
authority to amend the Plan to its Management Development/Compensation
Committee;

     NOW, THEREFORE, the following amendments to the Plan are hereby adopted
effective as of the adoption date of this Amendment (unless another effective
date is expressly specified):

     1. The definition of "Change in Control" contained in Article I of the Plan
is hereby amended to read as follows:

               "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 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 Albertson's, Inc.
          (the "Company"); provided, however, that:

                    (1) for purposes of this Section 1(i), the following
          acquisitions shall not constitute a Change in Control: (A) any
          acquisition of securities entitled to vote generally in the election
          of directors of the Company ("Voting Stock") 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(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(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


                                        2

<PAGE>

          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(iii).

               An "Incumbent Director" shall mean 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.


                                        3

<PAGE>

     2. A new Section 6.08 is hereby added to the Plan, immediately following
Section 6.07, to read as follows:

               6.08 Special Election. Notwithstanding any other provision of the
          Plan, each Participant shall have the right to elect, prior to May 22,
          2006, in accordance with procedures established under the Plan, to
          receive a lump sum in cash (payable from an applicable trust or from
          general corporate assets) such Participant's vested account balance
          under such Plan as of the date of the distribution, payable as soon as
          practicable on or after (but no later than 30 days after) January 1,
          2007, or, if later, the effective date of a Change in Control
          ("Special Election Lump Sum"), provided that such election shall not
          prevent the payment or commencement of a Participant's account balance
          under the Plan on a scheduled distribution date that occurs prior to
          the payment of any such Special Election Lump Sum.

     3. A new Section 8.04 is hereby added to the Plan, immediately following
Section 8.03, to read as follows:

               8.04 Code Section 409A. It is intended that the Plan shall be
          operated in good faith compliance with Section 409A of the Internal
          Revenue Code ("Code") and may be amended by the Employer at any time
          to the extent determined necessary or desirable, at the Employer's
          discretion, in light of Code Section 409A, without regard to any
          restrictions on the Employer's ability to amend the Plan under any
          other provision of the Plan.

     4. Except as provided herein, the Plan shall remain in full force and
effect.

     EXECUTED this 28th day of April, 2006.

                                        ALBERTSON'S, INC.


                                        By: /s/ John R. Sims
                                            ------------------------------------
                                        Its: Executive Vice President & General
                                             Counsel


                                        4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.20.7
<SEQUENCE>9
<FILENAME>v21009exv10w20w7.txt
<DESCRIPTION>EXHIBIT 10.20.7
<TEXT>
<PAGE>

                                                                 Exhibit 10.20.7

                                AMENDMENT TO THE
                ALBERTSON'S, INC. 1990 DEFERRED COMPENSATION PLAN

     WHEREAS, the Albertson's, Inc. 1990 Deferred Compensation Plan (the "Plan")
was established effective January 1, 1990, and has previously been amended;

     WHEREAS, the Board of Directors of Albertson's, Inc. has delegated the
authority to amend the Plan to its Management Development/Compensation
Committee;

     NOW, THEREFORE, the following amendments to the Plan are hereby adopted
effective as of the adoption date of this Amendment (unless another effective
date is expressly specified):

     1. A new Section 6.10 is hereby added to the Plan, immediately following
Section 6.9, to read as follows:

               6.10 Notwithstanding any other provision of the Plan, each
          Participant shall have the right to elect, prior to May 22, 2006, in
          accordance with procedures established under the Plan, to receive a
          lump sum in cash (payable from an applicable trust or from general
          corporate assets) such Participant's vested account balance under such
          Plan as of the date of the distribution, payable as soon as
          practicable on or after (but no later than 30 days after) January 1,
          2007, or, if later, the effective date of a Change in Control
          ("Special Election Lump Sum"), provided that such election shall not
          prevent the payment or commencement of a Participant's account balance
          under the Plan on a scheduled distribution date that occurs prior to
          the payment of any such Special Election Lump Sum.

     2. A new Section 10.3 is hereby added to the Plan, immediately following
Section 10.2, to read as follows:

               10.2 It is intended that the Plan shall be operated in good faith
          compliance with Section 409A of the Internal Revenue Code ("Code") and
          may be amended by the Board, the Committee or their duly authorized
          delegates at any time to the extent determined necessary or desirable,
          at their discretion, in light of Code Section 409A, without regard to
          any restrictions on their ability to amend the Plan under any other
          provision of the Plan.

<PAGE>

     3. Except as provided herein, the Plan shall remain in full force and
effect.

     EXECUTED this 28th day of April, 2006.

                                        ALBERTSON'S, INC.


                                        By: /s/ John R. Sims
                                            ------------------------------------
                                        Its: Executive Vice President &
                                             General Counsel


                                       2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.21.5
<SEQUENCE>10
<FILENAME>v21009exv10w21w5.txt
<DESCRIPTION>EXHIBIT 10.21.5
<TEXT>
<PAGE>

                                                                 Exhibit 10.21.5

                             FIFTH AMENDMENT TO THE
               ALBERTSON'S, INC. NON-EMPLOYEES DIRECTORS' DEFERRED
                               COMPENSATION PLAN

     WHEREAS, the Albertson's, Inc. Non-Employees Directors' Deferred
Compensation Plan (the "Plan") was established effective January 1, 1990, and
has previously been amended;

     WHEREAS, the Board of Directors of Albertson's, Inc. has delegated the
authority to amend the Plan to its Management Development/Compensation
Committee;

     NOW, THEREFORE, the following amendments to the Plan are hereby adopted
effective as of the adoption date of this Amendment (unless another effective
date is expressly specified):

     1. A new Section 6.10 is hereby added to the Plan, immediately following
Section 6.9, to read as follows:

               6.10 Notwithstanding any other provision of the Plan, each
          Participant shall have the right to elect, prior to May 22, 2006, in
          accordance with procedures established under the Plan, to receive a
          lump sum in cash (payable from an applicable trust or from general
          corporate assets) such Participant's vested account balance under such
          Plan as of the date of the distribution, payable as soon as
          practicable on or after (but no later than 30 days after) January 1,
          2007, or, if later, the effective date of a Change in Control
          ("Special Election Lump Sum"), provided that such election shall not
          prevent the payment or commencement of a Participant's account balance
          under the Plan on a scheduled distribution date that occurs prior to
          the payment of any such Special Election Lump Sum.

     2. A new Section 10.03 is hereby added to the Plan, immediately following
Section 10.02, to read as follows:

               10.03 It is intended that the Plan shall be operated in good
          faith compliance with Section 409A of the Internal Revenue Code
          ("Code") and may be amended by the Board, the Committee or their duly
          authorized delegates at any time to the extent determined necessary or
          desirable, at their discretion, in light of Code Section 409A, without

<PAGE>

          regard to any restrictions on their ability to amend the Plan under
          any other provision of the Plan.

     3. Except as provided herein, the Plan shall remain in full force and
effect.

     EXECUTED this 28th day of April, 2006.

                                        ALBERTSON'S, INC.


                                        By: /s/ John R. Sims
                                            ------------------------------------
                                        Its: Executive Vice President & General
                                             Counsel


                                       2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.30.2
<SEQUENCE>11
<FILENAME>v21009exv10w30w2.txt
<DESCRIPTION>EXHIBIT 10.30.2
<TEXT>
<PAGE>

                                                                 Exhibit 10.30.2

                             SIXTH AMENDMENT TO THE
                 AMERICAN STORES COMPANY SUPPLEMENTAL EXECUTIVE
                             RETIREMENT PLAN (SERP)

     WHEREAS, the American Stores Company Supplemental Executive Retirement Plan
(SERP) was amended and restated effective January 1, 1994, and has previously
been amended;

     WHEREAS, the Board of Directors of Albertson's, Inc. has delegated the
authority to amend the Plan to its Management Development/Compensation
Committee;

     NOW, THEREFORE, the following amendments to the Plan are hereby adopted
effective as of the adoption date of this Amendment (unless another effective
date is expressly specified):

     1. A new Section 6.06 is hereby added to the Plan, immediately following
Section 6.06, to read as follows:

               For purposes of this Section 6.06, "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 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 Albertson's, Inc.
          (the "Parent"); provided, however, that:

                    (1) for purposes of this Section 1(i), the following
          acquisitions shall not constitute a Change in Control: (A) any
          acquisition of securities entitled to vote generally in the election
          of directors of the Parent ("Voting Stock") directly from the Parent
          that is approved by a majority of the Incumbent Directors, (B) any
          acquisition of Voting Stock of the Parent by the Parent or any
          subsidiary, (C) any acquisition of Voting Stock of the Parent by any
          employee benefit plan (or related trust) sponsored or maintained by
          the Parent or any subsidiary, and (D) any acquisition of Voting Stock
          of the Parent by any Person pursuant to a Business Combination that
          complies with clauses (A), (B) and (C) of Section 1(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 Parent as a result of a transaction described in clause (1)(A) of
          Section 1(i) and such Person thereafter becomes the beneficial owner
          of any additional shares of Voting Stock of the Parent representing 1%
          or more of the then-outstanding Voting Stock of the Parent, other than
          in an acquisition directly from the Parent 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
          Parent 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 Parent as a result of a reduction in the number of shares
          of Voting Stock of the Parent outstanding unless and until such Person
          thereafter becomes the beneficial owner of any additional shares of
          Voting Stock of the Parent representing 1% or more of the
          then-outstanding Voting Stock of the Parent, other than as a result of
          a stock dividend, stock split or similar transaction effected by the
          Parent 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 Parent
          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 Parent, 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 Parent 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


                                       2

<PAGE>

          and entities who were the beneficial owners of Voting Stock of the
          Parent 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
          Parent or all or substantially all of the Parent's assets either
          directly or through one or more subsidiaries), (B) no Person (other
          than the Parent, such entity resulting from such Business Combination,
          or any employee benefit plan (or related trust) sponsored or
          maintained by the Parent, 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 Parent of a complete
          liquidation or dissolution of the Parent, except pursuant to a
          Business Combination that complies with clauses (A), (B) and (C) of
          Section 1(iii).

               An "Incumbent Director" shall mean the individuals who, as of the
          date hereof, are Directors of the Parent and any individual becoming a
          Director subsequent to the date hereof whose election, nomination for
          election by the Parent'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 Parent
          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.


                                       3

<PAGE>

          Special Election. Notwithstanding any other provision of the Plan,
          each Participant shall have the right to elect, prior to May 22, 2006,
          in accordance with procedures established under the Plan, to receive a
          lump sum in cash (payable from an applicable trust or from general
          corporate assets) such Participant's vested account balance under such
          Plan as of the date of the distribution, payable as soon as
          practicable on or after (but no later than 30 days after) January 1,
          2007, or, if later, the effective date of a Change in Control
          ("Special Election Lump Sum"), provided that such election shall not
          prevent the payment or commencement of a Participant's account balance
          under the Plan on a scheduled distribution date that occurs prior to
          the payment of any such Special Election Lump Sum.

     2 A new Section 12.10 is hereby added to the Plan, immediately following
Section 12.09, to read as follows:

               12.10 It is intended that the Plan shall be operated in good
          faith compliance with Section 409A of the Internal Revenue Code
          ("Code") and may be amended by Albertson's, Inc. at any time to the
          extent determined necessary or desirable, at the discretion of
          Albertson's, Inc., in light of Code Section 409A, without regard to
          any restrictions on the ability of Albertson's, Inc. to amend the Plan
          under any other provision of the Plan.

     3. Except as provided herein, the Plan shall remain in full force and
effect.

     EXECUTED this 28th day of April, 2006.

                                        ALBERTSON'S, INC.


                                        By: /s/ John R. Sims
                                            ------------------------------------
                                        Its: Executive Vice President & General
                                             Counsel


                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.43.1
<SEQUENCE>12
<FILENAME>v21009exv10w43w1.txt
<DESCRIPTION>EXHIBIT 10.43.1
<TEXT>
<PAGE>

                                                                 Exhibit 10.43.1

                                ALBERTSON'S, INC.

                               AMENDMENT NO. 1 TO

                      CHANGE OF CONTROL SEVERANCE AGREEMENT

                         (FOR EXECUTIVE VICE PRESIDENTS)

          THIS AMENDMENT to the Change of Control Severance Agreement by and
between Albertson's, Inc. (the "Company") and _____________________ (the
"Executive") is entered into as of ____________________.

          WHEREAS, the Company and the Executive have previously entered into a
Change of Control Severance Agreement (the "Agreement"); and

          WHEREAS, the Company and the Executive wish to make certain amendments
to the Agreement as set forth below.

          NOW THEREFORE, in consideration of the agreements set forth herein,
the parties agree as follows:

1.   Capitalized terms used herein and not otherwise specifically defined herein
     shall have the same meaning given to such terms in the Agreement.

2.   A new defined term "Annual Incentive Plan" is hereby inserted at the
     beginning of Section 1 of the Agreement as a new Sub-section (aa) as
     follows:

     "(aa) "Annual Incentive Plan" means a plan providing for an annual bonus or
incentive, in addition to Base Pay, made or to be made in regard to services
rendered to the Company or a Subsidiary, or any successor thereto. "Annual
Incentive Plan" does not include any Long-Term Incentive Plan or 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."

3.   A new defined term "Long-Term Incentive Plan" is hereby inserted after the
     definition of "Incumbent Directors" in Section 1 of the Agreement as a new
     Sub-section (jj) as follows:

     "(jj) "Long-Term Incentive Plan" means the Albertson's, Inc. 2004 Long-Term
Incentive Plan and any other multi-year or multi-performance period cash bonus
or cash incentive plan that provides incentive compensation payable in cash in
regard to services rendered to the Company or a Subsidiary or any successor
thereto. "Long-Term Incentive Plan" does not include any Annual Incentive Plan
or 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>

4.   The phrase "or any Subsidiary" is hereby added to the end of the definition
     of "Welfare Benefits" in Section 1(q) of the Agreement.

5.   Sub-section (a) of Section 4 of the Agreement is hereby deleted in its
     entirety and replaced with the following:

     "(a) If, following the occurrence of a Change in Control, the Company or a
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 employment pursuant to Section 3(b), provided that the
Executive executes a release substantially in the form typically executed by
senior executives of the Company in connection with employment terminations
prior to the Change in Control, the Company will pay to the Executive the lump
sum 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; provided, however, that if any lump
sum payment constitutes a "deferral of compensation" under Section 409A of the
Code, the Executive will receive payment of the lump sum amounts described in
Annex A upon the earlier of (A) six months following the Executive's "separation
from service" with the Company (as such phrase is defined in Section 409A of the
Code) or (B) the Executive's death."

6.   Sub-section (c) of Section 4 of the Agreement is hereby deleted in its
     entirety and replaced with the following:

     "(c) Unless otherwise expressly provided by the applicable Annual Incentive
Plan, 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 (i) the target bonus percentage
as approved by the Management Development/Compensation Committee of the Board
under the applicable Annual Incentive Plan in effect immediately prior to the
Change in Control (and not any maximum incentive compensation award that may be
provided under any annual incentive plan applicable to "covered employees" of
the Company (within the meaning of Section 162(m) of the Code or any successor
provision)) or, if no such percentage is specified, the target bonus 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 (ii) 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. Any such payment will be made within five
business days after the Change in Control; provided, however, that if this lump
sum payment constitutes a "deferral of compensation" under Section 409A of the
Code, the Executive will receive payment of the lump sum amount described in
this Sub-section (c) upon the earlier of (A) six months following the
Executive's "separation from service" with the Company (as such phrase is
defined in Section 409A of the Code) or (B) the Executive's death."

7.   Paragraph 1 of Annex A of the Agreement is hereby deleted in its entirety
     and replaced with the following:


                                       2

<PAGE>

     "(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) the "target annual bonus amount" (which, for
this purpose, means the product of the Executive's target bonus percentage as
approved by the Management Development/ Compensation Committee of the Board
under the applicable Annual Incentive Plan in effect immediately prior to the
Change in Control (and not any maximum incentive compensation award that may be
provided under any annual incentive plan applicable to "covered employees" of
the Company (within the meaning of Section 162(m) of the Code or any successor
provision)) or, if the applicable Annual Incentive Plan does not specify such
percentage, the target bonus 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)."

8.   Paragraphs 2 through 4 of Annex A to the Agreement are hereby deleted in
     their entirety and replaced with the following:

     "(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)). In the case of group health plan coverage, the first 18
months of the Continuation Period shall be considered to be the period during
which the Executive shall be eligible for continuation coverage under Section
4980B of the Code, and the Company shall reimburse the Executive for the amount
of the premiums for such continuation coverage that exceeds the amount that the
Executive paid for participation in such group health plans prior to the
Termination Date. In addition, the Executive (and the Executive's dependents)
will be permitted to continue coverage under the Company's group health plans
following the end of the Continuation Period (as if the end of the Continuation
Period was the termination of the Executive's employment with the Company) on
the same basis (including with respect to cost and length of continued coverage)
that other employees of the Company who are not parties to agreements similar to
this Agreement (and their dependents) are permitted to continue coverage under
the Company's group health plans under Section 4980B of the Code following a
"qualifying event" with respect to any such employee or dependent. 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, the Executive's dependents and beneficiaries, of
such Welfare 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 the Executive's 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, (A) if the Company determines that the provision of Welfare
Benefits under this Paragraph 2 is likely to result in negative tax consequences
to the Executive, the Company will use its reasonable best efforts to make other
arrangements to provide a substantially similar benefit to the Executive that
does not have such negative tax consequences, which may include, making a lump
sum payment at the earliest time permitted under Section 409A of the Code, in an
amount equal to the Company's reasonable determination of the present value of
any such benefits that, if provided, would result in negative tax consequences
to the


                                       3

<PAGE>

Executive and/or with respect to health plan coverage, providing such benefit
through insurance coverage on the Executive's behalf; and (B) if the benefits to
be provided under this Paragraph 2 are subject to Section 409A of the Code and
are not considered to be "reimbursement arrangements" within the meaning of
Proposed Treasury Regulation 1.409A-1(b)(9)(iv)(A) or any successor provision,
the Company shall pay to the Executive at the earliest time or times permitted
under Section 409A of the Code, in a lump sum, an amount or amounts equal to the
Company's reasonable determination of the present value of the continuation of
such benefits for 36 months following the Termination Date. For purposes of the
calculation of service or age to determine the Executive's eligibility for
benefits under any life insurance plan or policy, the Executive shall be
considered to have remained actively employed on a full-time basis through the
end of the 36th month following the Termination Date. If (i) upon the
Termination Date, the Executive is not eligible for retiree medical benefits
under the Company's retiree medical plan and (ii) the Executive would be
eligible for retiree medical benefits under the Company's retiree medical plan
if the Executive was considered to have remained employed on a full-time basis
through the end of the 36th month following the Termination Date, then the
Company will make arrangements to provide the Executive and the Executive's
eligible dependents with benefits substantially similar to the retiree medical
benefits provided under the Company's retiree medical benefit plan, which may
include providing such benefits through insurance coverage on the Executive's
behalf. Without otherwise limiting the purposes or effect of Section 6 or this
Paragraph 2, if the Executive is receiving Welfare Benefits pursuant to this
Paragraph 2, such Welfare Benefits 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; provided, however, that all
such outplacement services must be completed, and all payments by the Company
must be made, by December 31 of the second calendar year following the calendar
year in which the Termination Date occurs.

     (4) If the Executive was relocated at the request of the Company (including
but not limited to as a result of initial hire) within five years of the
Executive's Termination Date, a lump sum payment, equal in value to the
reimbursement of relocation expenses, which the parties agree is $100,000,
payable at the earliest time permitted under Section 409A of the Code."

9.   The following new Section 18 is hereby added to the Agreement:

     "18. Section 409A of the Code.

     (a) To the extent applicable, it is intended that this Agreement comply
with the provisions of Section 409A of the Code. This Agreement shall be
administered in a manner consistent with this intent, and any provision that
would cause the Agreement to fail to satisfy Section 409A of the Code shall have
no force and effect unless and until such provision is amended to comply with
Section 409A of the Code (which amendment may be retroactive to the extent
permitted by Section 409A of the Code and may be made by the Company without the
consent of the Executive); (ii) any amendment to the timing and receipt of any
payment or benefit provided hereunder shall be effected in a manner that is
intended to be in compliance


                                       4

<PAGE>

with Section 409A of the Code. Any reference in this Agreement to Section 409A
of the Code will also include any proposed, temporary or final regulation, or
any other guidance, promulgated with respect to such section by the U.S.
Department of the Treasury or the Internal Revenue Service.

     (b) To the extent that any payment required to be made under this Agreement
is delayed in order to avoid negative tax consequences under Section 409A of the
Code, the Company will pay interest on the amount of such payment during the
time that such payment is delayed at an annualized rate of interest equal to
6.2%."

10.  Except as amended herein, the Agreement shall remain unchanged and in full
     force and effect.


                                       5

<PAGE>

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

                                        ALBERTSON'S, INC.


                                        By:
                                            ------------------------------------
                                        [Name and Title]

                                        ----------------------------------------
                                        [Executive]


                                       6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.44.1
<SEQUENCE>13
<FILENAME>v21009exv10w44w1.txt
<DESCRIPTION>EXHIBIT 10.44.1
<TEXT>
<PAGE>

                                                                Exhibit 10.44.01

                                ALBERTSON'S, INC.

                               AMENDMENT NO. 1 TO

                      CHANGE OF CONTROL SEVERANCE AGREEMENT

             (FOR SENIOR VICE PRESIDENTS AND GROUP VICE PRESIDENTS)

          THIS AMENDMENT to the Change of Control Severance Agreement by and
between Albertson's, Inc. (the "Company") and _____________________ (the
"Executive") is entered into as of ____________________.

          WHEREAS, the Company and the Executive have previously entered into a
Change of Control Severance Agreement (the "Agreement"); and

          WHEREAS, the Company and the Executive wish to make certain amendments
to the Agreement as set forth below.

          NOW THEREFORE, in consideration of the agreements set forth herein,
the parties agree as follows:

1.   Capitalized terms used herein and not otherwise specifically defined herein
     shall have the same meaning given to such terms in the Agreement.

2.   A new defined term "Annual Incentive Plan" is hereby inserted at the
     beginning of Section 1 of the Agreement as a new Sub-section (aa) as
     follows:

     "(aa) "Annual Incentive Plan" means a plan providing for an annual bonus or
incentive, in addition to Base Pay, made or to be made in regard to services
rendered to the Company or a Subsidiary, or any successor thereto. "Annual
Incentive Plan" does not include any Long-Term Incentive Plan or 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."

3.   A new defined term "Long-Term Incentive Plan" is hereby inserted after the
     definition of "Incumbent Directors" in Section 1 of the Agreement as a new
     Sub-section (ii) as follows:

     "(ii) "Long-Term Incentive Plan" means the Albertson's, Inc. 2004 Long-Term
Incentive Plan and any other multi-year or multi-performance period cash bonus
or cash incentive plan that provides incentive compensation payable in cash in
regard to services rendered to the Company or a Subsidiary or any successor
thereto. "Long-Term Incentive Plan" does not include any Annual Incentive Plan
or 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>

4.   The phrase "or any Subsidiary" is hereby added to the end of the definition
     of "Welfare Benefits" in Section 1(p) of the Agreement.

5.   Sub-section (a) of Section 4 of the Agreement is hereby deleted in its
     entirety and replaced with the following:

     "(a) If, following the occurrence of a Change in Control, the Company or a
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 employment pursuant to Section 3(b), provided that the
Executive executes a release substantially in the form typically executed by
senior executives of the Company in connection with employment terminations
prior to the Change in Control, the Company will pay to the Executive the lump
sum 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; provided, however, that if any lump
sum payment constitutes a "deferral of compensation" under Section 409A of the
Code, the Executive will receive payment of the lump sum amounts described in
Annex A upon the earlier of (A) six months following the Executive's "separation
from service" with the Company (as such phrase is defined in Section 409A of the
Code) or (B) the Executive's death."

6.   Sub-section (c) of Section 4 of the Agreement is hereby deleted in its
     entirety and replaced with the following:

     "(c) Unless otherwise expressly provided by the applicable Annual Incentive
Plan, 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 (i) the target bonus percentage
under the applicable Annual Incentive Plan in effect immediately prior to the
Change in Control times (ii) 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. Any such payment will be
reduced by any interim annual bonus payments made under the applicable Annual
Incentive Plan during the applicable performance period and will be made within
five business days after the Change in Control; provided, however, that if this
lump sum payment constitutes a "deferral of compensation" under Section 409A of
the Code, the Executive will receive payment of the lump sum amounts described
in this Sub-section (c) upon the earlier of (A) six months following the
Executive's "separation from service" with the Company (as such phrase is
defined in Section 409A of the Code) or (B) the Executive's death."

7.   Paragraph 1 of Annex A of the Agreement is hereby deleted in its entirety
     and replaced with the following:

     "(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) the "target annual bonus amount" (which, for
this purpose, means the product of the


                                       2

<PAGE>

Executive's target bonus percentage under the applicable Annual Incentive Plan
in effect immediately prior to the Change in Control times Base Pay)."

8.   Paragraphs 2 through 4 of Annex A to the Agreement are hereby deleted in
     their entirety and replaced with the following:

     "(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)). In the case of group health plan coverage, the first 18
months of the Continuation Period shall be considered to be the period during
which the Executive shall be eligible for continuation coverage under Section
4980B of the Code, and the Company shall reimburse the Executive for the amount
of the premiums for such continuation coverage that exceeds the amount that the
Executive paid for participation in such group health plans prior to the
Termination Date. In addition, the Executive (and the Executive's dependents)
will be permitted to continue coverage under the Company's group health plans
following the end of the Continuation Period (as if the end of the Continuation
Period was the termination of the Executive's employment with the Company) on
the same basis (including with respect to cost and length of continued coverage)
that other employees of the Company who are not parties to agreements similar to
this Agreement (and their dependents) are permitted to continue coverage under
the Company's group health plans under Section 4980B of the Code following a
"qualifying event" with respect to any such employee or dependent. 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, the Executive's dependents and beneficiaries, of
such Welfare 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 the Executive's 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, (A) if the Company determines that the provision of Welfare
Benefits under this Paragraph 2 is likely to result in negative tax consequences
to the Executive, the Company will use its reasonable best efforts to make other
arrangements to provide a substantially similar benefit to the Executive that
does not have such negative tax consequences, which may include, making a lump
sum payment at the earliest time permitted under Section 409A of the Code, in an
amount equal to the Company's reasonable determination of the present value of
any such benefits that, if provided, would result in negative tax consequences
to the Executive and/or with respect to health plan coverage, providing such
benefit through insurance coverage on the Executive's behalf; and (B) if the
benefits to be provided under this Paragraph 2 are subject to Section 409A of
the Code and are not considered to be "reimbursement arrangements" within the
meaning of Proposed Treasury Regulation 1.409A-1(b)(9)(iv)(A) or any successor
provision, the Company shall pay to the Executive, at the earliest time or times
permitted under Section 409A of the Code, in a lump sum, an amount or amounts
equal to the Company's reasonable determination of the present value of the
continuation of such benefits for 24 months following the Termination Date. For
purposes of the calculation of service or age to determine the Executive's
eligibility for benefits under any life insurance plan or policy, the


                                       3

<PAGE>

Executive shall be considered to have remained actively employed on a full-time
basis through the end of the 24th month following the Termination Date. If (i)
upon the Termination Date, the Executive is not eligible for retiree medical
benefits under the Company's retiree medical plan and (ii) the Executive would
be eligible for retiree medical benefits under the Company's retiree medical
plan if the Executive was considered to have remained employed on a full-time
basis through the end of the 24th month following the Termination Date, then the
Company will make arrangements to provide the Executive and the Executive's
eligible dependents with benefits substantially similar to the retiree medical
benefits provided under the Company's retiree medical benefit plan, which may
include providing such benefits through insurance coverage on the Executive's
behalf. Without otherwise limiting the purposes or effect of Section 6 or this
Paragraph 2, if the Executive is receiving Welfare Benefits pursuant to this
Paragraph 2, such Welfare Benefits 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; provided, however, that all
such outplacement services must be completed, and all payments by the Company
must be made, by December 31 of the second calendar year following the calendar
year in which the Termination Date occurs.

     (4) If the Executive was relocated at the request of the Company (including
but not limited to as a result of initial hire) within five years of the
Executive's Termination Date, a lump sum payment, equal in value to the
reimbursement of relocation expenses, which the parties agree is $50,000,
payable at the earliest time permitted under Section 409A of the Code."

9.   The following new Section 18 is hereby added to the Agreement:

     "18. Section 409A of the Code.

     (a) To the extent applicable, it is intended that this Agreement comply
with the provisions of Section 409A of the Code. This Agreement shall be
administered in a manner consistent with this intent, and any provision that
would cause the Agreement to fail to satisfy Section 409A of the Code shall have
no force and effect unless and until such provision is amended to comply with
Section 409A of the Code (which amendment may be retroactive to the extent
permitted by Section 409A of the Code and may be made by the Company without the
consent of the Executive). Any amendment to the timing and receipt of any
payment or benefit provided hereunder shall be effected in a manner that is
intended to be in compliance with Section 409A of the Code. Any reference in
this Agreement to Section 409A of the Code will also include any proposed,
temporary or final regulation, or any other guidance, promulgated with respect
to such section by the U.S. Department of the Treasury or the Internal Revenue
Service.

     (b) To the extent that any payment required to be made under this Agreement
is delayed in order to avoid negative tax consequences under Section 409A of the
Code, the Company will pay interest on the amount of such payment during the
time that such payment is delayed at an annualized rate of interest equal to
6.2%."


                                       4

<PAGE>

10.  Except as amended herein, the Agreement shall remain unchanged and in full
     force and effect.


                                       5

<PAGE>

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

                                        ALBERTSON'S, INC.


                                        By:
                                            ------------------------------------
                                                   [Name and Title]

                                        ----------------------------------------
                                                      [Executive]


                                       6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.45.1
<SEQUENCE>14
<FILENAME>v21009exv10w45w1.txt
<DESCRIPTION>EXHIBIT 10.45.1
<TEXT>
<PAGE>

                                                                 Exhibit 10.45.1

                                ALBERTSON'S, INC.

                               AMENDMENT NO. 1 TO

                      CHANGE OF CONTROL SEVERANCE AGREEMENT

                              (FOR VICE PRESIDENTS)

          THIS AMENDMENT to the Change of Control Severance Agreement by and
between Albertson's, Inc. (the "Company") and _____________________ (the
"Executive") is entered into as of ____________________.

          WHEREAS, the Company and the Executive have previously entered into a
Change of Control Severance Agreement (the "Agreement"); and

          WHEREAS, the Company and the Executive wish to make certain amendments
to the Agreement as set forth below.

          NOW THEREFORE, in consideration of the agreements set forth herein,
the parties agree as follows:

1.   Capitalized terms used herein and not otherwise specifically defined herein
     shall have the same meaning given to such terms in the Agreement.

2.   A new defined term "Annual Incentive Plan" is hereby inserted at the
     beginning of Section 1 of the Agreement as a new Sub-section (aa) as
     follows:

     "(aa) "Annual Incentive Plan" means a plan providing for an annual bonus or
incentive, in addition to Base Pay, made or to be made in regard to services
rendered to the Company or a Subsidiary, or any successor thereto. "Annual
Incentive Plan" does not include any Long-Term Incentive Plan or 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."

3.   A new defined term "Long-Term Incentive Plan" is hereby inserted after the
     definition of "Incumbent Directors" in Section 1 of the Agreement as a new
     Sub-section (ii) as follows:

     "(ii) "Long-Term Incentive Plan" means the Albertson's, Inc. 2004 Long-Term
Incentive Plan and any other multi-year or multi-performance period cash bonus
or cash incentive plan that provides incentive compensation payable in cash in
regard to services rendered to the Company or a Subsidiary or any successor
thereto. "Long-Term Incentive Plan" does not include any Annual Incentive Plan
or 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>

4.   The phrase "or any Subsidiary" is hereby added to the end of the definition
     of "Welfare Benefits" in Section 1(p) of the Agreement.

5.   Sub-section (a) of Section 4 of the Agreement is hereby deleted in its
     entirety and replaced with the following:

     "(a) If, following the occurrence of a Change in Control, the Company or a
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 employment pursuant to Section 3(b), provided that the
Executive executes a release substantially in the form typically executed by
senior executives of the Company in connection with employment terminations
prior to the Change in Control, the Company will pay to the Executive the lump
sum 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; provided, however, that if any lump
sum payment constitutes a "deferral of compensation" under Section 409A of the
Code, the Executive will receive payment of the lump sum amounts described in
Annex A upon the earlier of (A) six months following the Executive's "separation
from service" with the Company (as such phrase is defined in Section 409A of the
Code) or (B) the Executive's death."

6.   Sub-section (c) of Section 4 of the Agreement is hereby deleted in its
     entirety and replaced with the following:

     "(c) Unless otherwise expressly provided by the applicable Annual Incentive
Plan, 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 (i) the target bonus percentage
under the applicable Annual Incentive Plan in effect immediately prior to the
Change in Control times (ii) 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. Any such payment will reduced
by any interim annual bonus payments made under the Annual Incentive Plan during
the applicable performance period and will be made within five business days
after the Change in Control; provided, however, that if this lump sum payment
constitutes a "deferral of compensation" under Section 409A of the Code, the
Executive will receive payment of the lump sum amounts described in this
Sub-section (c) upon the earlier of (A) six months following the Executive's
"separation from service" with the Company (as such phrase is defined in Section
409A of the Code) or (B) the Executive's death."

7.   Paragraph 1 of Annex A of the Agreement is hereby deleted in its entirety
     and replaced with the following:

     "(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) the "target annual bonus amount" (which, for
this purpose, means the product of the Executive's target bonus percentage under
the applicable Annual Incentive Plan in effect immediately prior to the Change
in Control times Base Pay)."


                                       2

<PAGE>

8.   Paragraphs 2 through 4 of Annex A to the Agreement are hereby deleted in
     their entirety and replaced with the following:

     "(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)). In the case of group health plan coverage, the Continuation
Period shall be considered to be a period during which the Executive shall be
eligible for continuation coverage under Section 4980B of the Code, and the
Company shall reimburse the Executive for the amount of the premiums for such
continuation coverage that exceeds the amount that the Executive paid for
participation in such group health plans prior to the Termination Date. The
Executive and the Executive's dependents shall also be eligible for continuation
coverage under the Company's group health plans pursuant to Section 4980B of the
Code following the Continuation Period for such period of time as is required by
Section 4980B of the Code. In addition, the Executive (and the Executive's
dependents) will be permitted to continue coverage under the Company's group
health plans following the end of the period described in the preceding sentence
(as if the end of such period was the termination of the Executive's employment
with the Company) on the same basis (including with respect to cost and length
of continued coverage, but measuring length of coverage from the end of the
Continuation Period) that other employees of the Company who are not parties to
agreements similar to this Agreement (and their dependents) are permitted to
continue coverage under the Company's group health plans under Section 4980B of
the Code following a "qualifying event" with respect to any such employee or
dependent. 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, the
Executive's dependents and beneficiaries, of such Welfare 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 the Executive's 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, (A) if the
Company determines that the provision of Welfare Benefits under this Paragraph 2
is likely to result in negative tax consequences to the Executive, the Company
will use its reasonable best efforts to make other arrangements to provide a
substantially similar benefit to the Executive that does not have such negative
tax consequences, which may include, making a lump sum payment at the earliest
time permitted under Section 409A of the Code, in an amount equal to the
Company's reasonable determination of the present value of any such benefits
that, if provided, would result in negative tax consequences to the Executive
and/or with respect to health plan coverage, providing such benefit through
insurance coverage on the Executive's behalf; and (B) if the benefits to be
provided under this Paragraph 2 are subject to Section 409A of the Code and are
not considered to be "reimbursement arrangements" within the meaning of Proposed
Treasury Regulation 1.409A-1(b)(9)(iv)(A) or any successor provision, the
Company shall pay to the Executive, at the earliest time or times permitted
under Section 409A of the Code, in a lump sum, an amount or amounts equal to the
Company's reasonable determination of the present value of the continuation of
such benefits for 12 months following the Termination Date. For purposes of the
calculation of service or age to determine the


                                        3

<PAGE>

Executive's eligibility for benefits under any life insurance plan or policy,
the Executive shall be considered to have remained actively employed on a
full-time basis through the end of the 12th month following the Termination
Date. If (i) upon the Termination Date, the Executive is not eligible for
retiree medical benefits under the Company's retiree medical plan and (ii) the
Executive would be eligible for retiree medical benefits under the Company's
retiree medical plan if the Executive was considered to have remained employed
on a full-time basis through the end of the 12th month following the Termination
Date, then the Company will make arrangements to provide the Executive and the
Executive's eligible dependents with benefits substantially similar to the
retiree medical benefits provided under the Company's retiree medical benefit
plan, which may include providing such benefits through insurance coverage on
the Executive's behalf. Without otherwise limiting the purposes or effect of
Section 6 or this Paragraph 2, if the Executive is receiving Welfare Benefits
pursuant to this Paragraph 2, such Welfare Benefits 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; provided, however, that all
such outplacement services must be completed, and all payments by the Company
must be made, by December 31 of the second calendar year following the calendar
year in which the Termination Date occurs.

     (4) If the Executive was relocated at the request of the Company (including
but not limited to as a result of initial hire) within five years of the
Executive's Termination Date, a lump sum payment, equal in value to the
reimbursement of relocation expenses, which the parties agree is $50,000,
payable at the earliest time permitted under Section 409A of the Code."

9.   The following new Section 18 is hereby added to the Agreement:

     "18. Section 409A of the Code.

     (a) To the extent applicable, it is intended that this Agreement comply
with the provisions of Section 409A of the Code. This Agreement shall be
administered in a manner consistent with this intent, and any provision that
would cause the Agreement to fail to satisfy Section 409A of the Code shall have
no force and effect unless and until such provision is amended to comply with
Section 409A of the Code (which amendment may be retroactive to the extent
permitted by Section 409A of the Code and may be made by the Company without the
consent of the Executive). Any amendment to the timing and receipt of any
payment or benefit provided hereunder shall be effected in a manner that is
intended to be in compliance with Section 409A of the Code. Any reference in
this Agreement to Section 409A of the Code will also include any proposed,
temporary or final regulation, or any other guidance, promulgated with respect
to such section by the U.S. Department of the Treasury or the Internal Revenue
Service.

     (b) To the extent that any payment required to be made under this Agreement
is delayed in order to avoid negative tax consequences under Section 409A of the
Code, the


                                       4

<PAGE>

Company will pay interest on the amount of such payment during the time that
such payment is delayed at an annualized rate of interest equal to 6.2%."

10.  Except as amended herein, the Agreement shall remain unchanged and in full
     force and effect.


                                       5

<PAGE>

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

                                        ALBERTSON'S, INC.


                                        By:
                                            ------------------------------------
                                                      [Name and Title]

                                        ----------------------------------------
                                                      [Executive]


                                       6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.47.1
<SEQUENCE>15
<FILENAME>v21009exv10w47w1.txt
<DESCRIPTION>EXHIBIT 10.47.1
<TEXT>
<PAGE>

                                                                Exhibit 10.47.01

                                 AMENDMENT NO. 1
                                     TO THE
                                   ALBERTSONS
                            LONG-TERM INCENTIVE PLAN

     This Amendment is made by Albertson's, Inc., a Delaware corporation (the
"Company" or the "Employer").

                                    RECITALS:

     A. The Company has established the Long-Term Incentive Plan, effective
February 1, 2003 (the "Plan");

     B. The Board of Directors of the Company or the Management Development/
Compensation Committee of the Board of Directors of the Company, pursuant to
Section XI of the Plan, retains the right to amend the Plan; and

     C. The Company has determined that it is advisable to amend the Plan in the
manner hereinafter set forth.

                                    AMENDMENT

     The Plan is hereby amended as follows:

1.   Section VIII of the Plan is hereby amended by the addition of the following
     provisions immediately following the end of such Section VIII:

     "Notwithstanding anything to the contrary contained in this Plan, if a
     Participant's employment with the Company and its subsidiaries is
     terminated by the Company or any subsidiary without "Cause" or by the
     Participant for "Good Reason" (as such terms are defined in the Company's
     form of Change of Control Severance Agreement applicable to executive
     officers of the Company) during the two-year period following a Change in
     Control, the Participant will be entitled to receive payment of the target
     Long-term Incentive Compensation Award for all Award Periods in effect at
     the time of such termination of service, prorated based on the ratio of the
     number of weeks of participation during such Award Period until the
     occurrence of the Change in Control to the aggregate number of weeks in
     such Award Period. Payment of the prorated Long-term Incentive Compensation
     Awards pursuant to the preceding sentence will be made within five business
     days of the Participant's termination of employment; provided, however,
     that if this payment would constitute a "deferral of compensation" under
     Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"),
     the Participant will receive such payment upon the earlier of: (A) six
     months following the Participant's "separation from service" with the
     Company (as such phrase is defined in Section 409A of the Code) or (B) the
     Participant's death. If a Participant remains employed with the Company
     until the end of the fiscal year in which the Change in Control occurs, the
     minimum Long-term Incentive Compensation Award for any such

<PAGE>

     Participant for any Award Period ending at the close of the fiscal year in
     which the Change in Control occurs will be no less than such Participant's
     target Long-term Incentive Compensation Award for such Award Period,
     prorated on the basis of the ratio of the number of weeks during the Award
     Period until the occurrence of the Change in Control to the aggregate
     number of weeks in such Award Period."

     IN WITNESS WHEREOF, this instrument has been duly executed by the
undersigned on this 26th day of May, 2006.

                                        ALBERTSON'S, INC.


                                        By: /s/ John R. Sims
                                            ------------------------------------
                                        Name: John R. Sims
                                        Title: Executive Vice President &
                                               General Counsel


                                       2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.48.1
<SEQUENCE>16
<FILENAME>v21009exv10w48w1.txt
<DESCRIPTION>EXHIBIT 10.48.1
<TEXT>
<PAGE>

                                                                 Exhibit 10.48.1

                 DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

     THIS DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT, dated as of _________
(this "Agreement"), is made by and between Albertson's, Inc., a Delaware
corporation (the "Company"), and ______________ ("Indemnitee").

                                    RECITALS

     A. It is important to the Company to attract and retain as directors and
officers the most capable persons reasonably available.

     B. Indemnitee is a director and officer of the Company.

     C. Both the Company and Indemnitee recognize the increased risk of
litigation and other claims being asserted against directors and officers of
companies in today's environment.

     D. The Company's Restated Certificate of Incorporation and By-laws (the
"Constituent Documents") provide that the Company will indemnify its directors
and officers and the Company's By-laws provide that the Company will advance
expenses in connection therewith, and Indemnitee's willingness to serve as a
director and officer of the Company is based in part on Indemnitee's reliance on
such provisions.

     E. In recognition of Indemnitee's need for substantial protection against
personal liability in order to enhance Indemnitee's continued service to the
Company in an effective manner, and Indemnitee's reliance on the aforesaid
provisions of the Constituent Documents, and to provide Indemnitee with express
contractual indemnification (regardless of, among other things, any amendment to
or revocation of such provisions or any change in the composition of the
Company's Board of Directors (the "Board") or any acquisition or business
combination transaction relating to the Company), the Company wishes to provide
in this Agreement for the indemnification of and the advancement of Expenses (as
defined in Section 1(c)) to Indemnitee as set forth in this Agreement and, to
the extent insurance is maintained, for the continued coverage of Indemnitee
under the Company's directors' and officers' liability insurance policies.

     NOW, THEREFORE, the parties hereby agree as follows:

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

          () "AFFILIATE" has the meaning given to that term in Rule 405 under
the Securities Act of 1933, provided, however, that for purposes of this
Agreement the Company and its subsidiaries will not be deemed to constitute
Affiliates of Indemnitee or the Indemnitee.

          () "CLAIM" means any threatened, pending or completed action, suit or
proceeding, or any inquiry or investigation, whether instituted, made or
conducted by the Company or any other party, including without limitation any
governmental entity, that Indemnitee determines might lead to the institution of
any such action, suit or proceeding, whether civil, criminal, administrative,
arbitrative, investigative or other.

<PAGE>

          () "EXPENSES" includes attorneys' and experts' fees, expenses and
charges and all other costs, expenses and obligations paid or incurred in
connection with investigating, defending, being a witness in or participating in
(including on appeal), or preparing to defend, be a witness in or participate
in, any Claim.

          () "INDEMNIFIABLE LOSSES" means any and all Expenses, damages,
losses, liabilities, judgments, fines, penalties and amounts paid in settlement
(including without limitation all interest, assessments and other charges paid
or payable in connection with or in respect of any of the foregoing)
(collectively, "Losses") relating to, resulting from or arising out of any act
or failure to act by the Indemnitee, or his or her status as any person referred
to in clause (i) of this sentence, (i) in his or her capacity as a director,
officer, employee or agent of the Company, any of its Affiliates or any other
entity as to which the indemnitee is or was serving at the request of the
Company as a director, officer, employee, member, manager, trustee or agent of
another corporation, limited liability company, partnership, joint venture,
trust or other entity or enterprise, whether or not for profit and (ii) in
respect of any business, transaction or other activity of any entity referred to
in clause (i) of this sentence.

     2. BASIC INDEMNIFICATION ARRANGEMENT. The Company will indemnify and hold
harmless Indemnitee, to the fullest extent permitted by the laws of the State of
Delaware in effect on the date hereof or as such laws may from time to time
hereafter be amended to increase the scope of such permitted indemnification,
against all Indemnifiable Losses relating to, resulting from or arising out of
any Claim. The failure by Indemnitee to notify the Company of such Claim will
not relieve the Company from any liability hereunder unless, and only to the
extent that, the Company did not otherwise learn of the Claim and such failure
results in forfeiture by the Company of substantial defenses, rights or
insurance coverage. Except as provided in Section 17, however, Indemnitee will
not be entitled to indemnification pursuant to this Agreement in connection with
any Claim initiated by Indemnitee against the Company or any director or officer
of the Company unless the Company has joined in or consented to the initiation
of such Claim. If so requested by Indemnitee, the Company will advance within
two business days of such request any and all Expenses to Indemnitee which
Indemnitee determines reasonably likely to be payable, provided, however, that
Indemnitee will return, without interest, any such advance which remains unspent
at the final conclusion of the Claim to which the advance related.

     3. INDEMNIFICATION FOR ADDITIONAL EXPENSES. Without limiting the generality
or effect of the foregoing, the Company will indemnify Indemnitee against and,
if requested by Indemnitee, will within two business days of such request
advance to Indemnitee, any and all attorneys' fees and other Expenses paid or
incurred by Indemnitee in connection with any Claim asserted or brought by
Indemnitee for (i) indemnification or advance payment of Expenses by the Company
under this Agreement or any other agreement or under any provision of the
Company's Constituent Documents now or hereafter in effect relating to Claims
for Indemnifiable Losses and/or (ii) recovery under any directors' and officers'
liability insurance policies maintained by the Company, regardless of whether
Indemnitee ultimately is determined to be entitled to such indemnification,
advance expense payment or insurance recovery, as the case may be.


                                       -2-

<PAGE>

     4. PARTIAL INDEMNITY, ETC. If Indemnitee is entitled under any provision of
this Agreement to indemnification by the Company for some or a portion of any
Indemnifiable Loss but not for all of the total amount thereof, the Company will
nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is
entitled. Moreover, notwithstanding any other provision of this Agreement, to
the extent that Indemnitee has been successful on the merits or otherwise in
defense of any or all Claims relating in whole or in part to an Indemnifiable
Loss or in defense of any issue or matter therein, including without limitation
dismissal without prejudice, Indemnitee will be indemnified against all Expenses
incurred in connection therewith. In connection with any determination as to
whether Indemnitee is entitled to be indemnified hereunder, there will be a
presumption that Indemnitee is so entitled, which presumption the Company may
overcome only by its adducing clear and convincing evidence to the contrary.

     5. NO OTHER PRESUMPTION. For purposes of this Agreement, the termination of
any Claim by judgment, order, settlement (whether with or without court
approval) or conviction, or upon a plea of nolo contendere or its equivalent,
will not create a presumption that Indemnitee did not meet any particular
standard of conduct or have any particular belief or that a court has determined
that indemnification is not permitted by applicable law.

     6. NON-EXCLUSIVITY, ETC. The rights of Indemnitee hereunder will be in
addition to any other rights Indemnitee may have under the Constituent
Documents, or the substantive laws of the Company's jurisdiction of
incorporation, any other contract or otherwise, including specifically the
Employment Agreement between the Company and Indemnitee dated April 23, 2001 and
amended July 19, 2001 (collectively, "Other Indemnity Provisions"); provided,
however, that (i) to the extent that Indemnitee otherwise would have any greater
right to indemnification under any Other Indemnity Provision, Indemnitee will be
deemed to have such greater right hereunder and (ii) to the extent that any
change is made to any Other Indemnity Provision which permits any greater right
to indemnification than that provided under this Agreement as of the date
hereof, Indemnitee will be deemed to have such greater right hereunder. The
Company will not adopt any amendment to any of the Constituent Documents the
effect of which would be to deny, diminish or encumber Indemnitee's right to
indemnification under this Agreement or any Other Indemnity Provision.

     7. LIABILITY INSURANCE AND FUNDING. To the extent the Company maintains an
insurance policy or policies providing directors' and officers' liability
insurance, Indemnitee will be covered by such policy or policies, in accordance
with its or their terms, to the maximum extent of the coverage available for any
director or officer of the Company. The Company may, but will not be required
to, create a trust fund, grant a security interest or use other means, including
without limitation a letter of credit, to ensure the payment of such amounts as
may be necessary to satisfy its obligations to indemnify and advance expenses
pursuant to this Agreement.

     8. SUBROGATION. In the event of payment under this Agreement, the Company
will be subrogated to the extent of such payment to all of the related rights of
recovery of Indemnitee against other persons or entities (other than
Indemnitee's successors). The Indemnitee will execute all papers reasonably
required to evidence such rights of recovery (all of Indemnitee's reasonable
Expenses, including attorneys' fees and charges, related thereto to be
reimbursed by or, at the option of Indemnitee, advanced by the Company).


                                       -3-

<PAGE>

     9. NO DUPLICATION OF PAYMENTS. The Company will not be liable under this
Agreement to make any payment in connection with any Indemnifiable Loss made
against Indemnitee to the extent Indemnitee has otherwise actually received
payment (net of Expenses incurred in connection therewith) under any insurance
policy, the Constituent Documents and Other Indemnity Provisions or otherwise of
the amounts otherwise indemnifiable hereunder.

     10. DEFENSE OF CLAIMS. The Company will be entitled to participate in the
defense of any Claim or to assume the defense thereof, with counsel reasonably
satisfactory to the Indemnitee, provided that in the event that (i) the use of
counsel chosen by the Company to represent Indemnitee would present such counsel
with an actual or potential conflict, (ii) the named parties in any such Claim
(including any impleaded parties) include both the Company and Indemnitee and
Indemnitee shall conclude that there may be one or more legal defenses available
to him or her that are different from or in addition to those available to the
Company, or (iii) any such representation by the Company would be precluded
under the applicable standards of professional conduct then prevailing, then
Indemnitee will be entitled to retain separate counsel (but not more than one
law firm plus, if applicable, local counsel in respect of any particular Claim)
at the Company's expense. The Company will not, without the prior written
consent of the Indemnitee, effect any settlement of any threatened or pending
Claim which the Indemnitee is or could have been a party unless such settlement
solely involves the payment of money and includes an unconditional release of
the Indemnitee from all liability on any claims that are the subject matter of
such Claim.

     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 satisfactory to
Indemnitee and his or her counsel, 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 person 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 will thereafter be deemed the "Company" for purposes of this
Agreement), but will not otherwise be assignable or delegatable by the Company.

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

          () This Agreement is personal in nature and neither of the parties
hereto will, without the consent of the other, assign 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,
Indemnitee's right to receive payments hereunder will not be assignable, whether
by pledge, creation of a security interest or otherwise, other than by a
transfer by the Indemnitee'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 or transferred.


                                       -4-

<PAGE>

     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 one business day after having been sent
for next-day delivery by a nationally recognized overnight courier service,
addressed to the Company (to the attention of the Secretary of the Company) and
to the Indemnitee at the addresses shown on the signature page hereto, 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 will 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. Each party consents to
non-exclusive jurisdiction of any Delaware state or federal court or any court
in any other jurisdiction in which a Claim is commenced by a third person for
purposes of any action, suit or proceeding hereunder, waives any objection to
venue therein or any defense based on forum non conveniens or similar theories
and agrees that service of process may be effected in any such action, suit or
proceeding by notice given in accordance with Section 12.

     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 waived, modified
or discharged unless such waiver, modification or discharge is agreed to in
writing signed by Indemnitee 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 references to Sections of this
Agreement.

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

     17. LEGAL FEES AND EXPENSES. It is the intent of the Company that the
Indemnitee not be required to incur legal fees and or other Expenses associated
with the interpretation, enforcement or defense of Indemnitee'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
Indemnitee hereunder. Accordingly, without limiting the generality or effect of


                                       -5-

<PAGE>

any other provision hereof, if it should appear to the Indemnitee 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 Indemnitee the benefits provided or intended to be provided to the
Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from
time to time to retain counsel of Indemnitee's choice, at the expense of the
Company as hereafter provided, to advise and represent the Indemnitee in
connection with any such interpretation, enforcement or defense, including
without limitation the initiation or defense of any litigation or other legal
action, 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 Indemnitee's
entering into an attorney-client relationship with such counsel, and in that
connection the Company and the Indemnitee agree that a confidential relationship
shall exist between the Indemnitee and such counsel. Without respect to whether
the Indemnitee 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 Indemnitee in
connection with any of the foregoing.

     18. CERTAIN INTERPRETIVE MATTERS. No provision of this Agreement will be
interpreted in favor of, or against, either of the parties hereto by reason of
the extent to which any such party or its counsel participated in the drafting
thereof or by reason of the extent to which any such provision is inconsistent
with any prior draft hereof or thereof.

                     [SIGNATURES APPEAR ON FOLLOWING PAGE.]


                                       -6-

<PAGE>

     IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused its
duly authorized representative to execute this Agreement as of the date first
above written.

                                        ALBERTSON'S, INC.
                                        250 Parkcenter Boulevard
                                        Boise, Idaho 83706


                                        By:
                                            ------------------------------------
                                            Name:  John R. Sims
                                            Title: Executive Vice President and
                                            General Counsel


                                        [INDEMNITEE]


                                        By:
                                            ------------------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.49
<SEQUENCE>17
<FILENAME>v21009exv10w49.txt
<DESCRIPTION>EXHIBIT 10.49
<TEXT>
<PAGE>

                                                                   Exhibit 10.49

                        OFFICER INDEMNIFICATION AGREEMENT

     THIS OFFICER INDEMNIFICATION AGREEMENT, dated as of _____________ (this
"Agreement"), is made by and between Albertson's, Inc., a Delaware corporation
(the "Company"), and the undersigned ("Indemnitee").

                                    RECITALS

     A. It is important to the Company to attract and retain as officers the
most capable persons reasonably available.

     B. Indemnitee is an officer of the Company.

     C. Both the Company and Indemnitee recognize the increased risk of
litigation and other claims being asserted against officers of companies in
today's environment.

     D. The Company's Restated Certificate of Incorporation and By-laws (the
"Constituent Documents") provide that the Company will indemnify its officers
and the Company's By-laws provide that the Company will advance expenses in
connection therewith, and Indemnitee's willingness to serve as an officer of the
Company is based in part on Indemnitee's reliance on such provisions.

     E. In recognition of Indemnitee's need for substantial protection against
personal liability in order to enhance Indemnitee's continued service to the
Company in an effective manner, and Indemnitee's reliance on the aforesaid
provisions of the Constituent Documents, and to provide Indemnitee with express
contractual indemnification (regardless of, among other things, any amendment to
or revocation of such provisions or any change in the composition of the
Company's Board of Directors (the "Board") or any acquisition or business
combination transaction relating to the Company), the Company wishes to provide
in this Agreement for the indemnification of and the advancement of Expenses (as
defined in Section 1(c)) to Indemnitee as set forth in this Agreement and, to
the extent insurance is maintained, for the continued coverage of Indemnitee
under the Company's directors' and officers' liability insurance policies.

     NOW, THEREFORE, the parties hereby agree as follows:

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

          (a) "AFFILIATE" has the meaning given to that term in Rule 405 under
the Securities Act of 1933, provided, however, that for purposes of this
Agreement the Company and its subsidiaries will not be deemed to constitute
Affiliates of Indemnitee or the Indemnitee.

          (b) "CLAIM" means any threatened, pending or completed action, suit or
proceeding, or any inquiry or investigation, whether instituted, made or
conducted by the Company or any other party, including without limitation any
governmental entity, that Indemnitee determines might lead to the institution of
any such action, suit or proceeding, whether civil, criminal, administrative,
arbitrative, investigative or other.

<PAGE>

          (c) "EXPENSES" includes attorneys' and experts' fees, expenses and
charges and all other costs, expenses and obligations paid or incurred in
connection with investigating, defending, being a witness in or participating in
(including on appeal), or preparing to defend, be a witness in or participate
in, any Claim.

          (d) "INDEMNIFIABLE LOSSES" means any and all Expenses, damages,
losses, liabilities, judgments, fines, penalties and amounts paid in settlement
(including without limitation all interest, assessments and other charges paid
or payable in connection with or in respect of any of the foregoing)
(collectively, "Losses") relating to, resulting from or arising out of any act
or failure to act by the Indemnitee, or his or her status as any person referred
to in clause (i) of this sentence, (i) in his or her capacity as a director,
officer, employee or agent of the Company, any of its Affiliates or any other
entity as to which the indemnitee is or was serving at the request of the
Company as a director, officer, employee, member, manager, trustee or agent of
another corporation, limited liability company, partnership, joint venture,
trust or other entity or enterprise, whether or not for profit and (ii) in
respect of any business, transaction or other activity of any entity referred to
in clause (i) of this sentence.

     2. BASIC INDEMNIFICATION ARRANGEMENT. The Company will indemnify and hold
harmless Indemnitee, to the fullest extent permitted by the laws of the State of
Delaware in effect on the date hereof or as such laws may from time to time
hereafter be amended to increase the scope of such permitted indemnification,
against all Indemnifiable Losses relating to, resulting from or arising out of
any Claim. The failure by Indemnitee to notify the Company of such Claim will
not relieve the Company from any liability hereunder unless, and only to the
extent that, the Company did not otherwise learn of the Claim and such failure
results in forfeiture by the Company of substantial defenses, rights or
insurance coverage. Except as provided in Section 17, however, Indemnitee will
not be entitled to indemnification pursuant to this Agreement in connection with
any Claim initiated by Indemnitee against the Company or any director or officer
of the Company unless the Company has joined in or consented to the initiation
of such Claim. If so requested by Indemnitee, the Company will advance within
two business days of such request any and all Expenses to Indemnitee which
Indemnitee determines reasonably likely to be payable, provided, however, that
Indemnitee will return, without interest, any such advance which remains unspent
at the final conclusion of the Claim to which the advance related.

     3. INDEMNIFICATION FOR ADDITIONAL EXPENSES. Without limiting the generality
or effect of the foregoing, the Company will indemnify Indemnitee against and,
if requested by Indemnitee, will within two business days of such request
advance to Indemnitee, any and all attorneys' fees and other Expenses paid or
incurred by Indemnitee in connection with any Claim asserted or brought by
Indemnitee for (i) indemnification or advance payment of Expenses by the Company
under this Agreement or any other agreement or under any provision of the
Company's Constituent Documents now or hereafter in effect relating to Claims
for Indemnifiable Losses and/or (ii) recovery under any directors' and officers'
liability insurance policies maintained by the Company, regardless of whether
Indemnitee ultimately is determined to be entitled to such indemnification,
advance expense payment or insurance recovery, as the case may be.


                                      -2-

<PAGE>

     4. PARTIAL INDEMNITY, ETC. If Indemnitee is entitled under any provision of
this Agreement to indemnification by the Company for some or a portion of any
Indemnifiable Loss but not for all of the total amount thereof, the Company will
nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is
entitled. Moreover, notwithstanding any other provision of this Agreement, to
the extent that Indemnitee has been successful on the merits or otherwise in
defense of any or all Claims relating in whole or in part to an Indemnifiable
Loss or in defense of any issue or matter therein, including without limitation
dismissal without prejudice, Indemnitee will be indemnified against all Expenses
incurred in connection therewith. In connection with any determination as to
whether Indemnitee is entitled to be indemnified hereunder, there will be a
presumption that Indemnitee is so entitled, which presumption the Company may
overcome only by its adducing clear and convincing evidence to the contrary.

     5. NO OTHER PRESUMPTION. For purposes of this Agreement, the termination of
any Claim by judgment, order, settlement (whether with or without court
approval) or conviction, or upon a plea of nolo contendere or its equivalent,
will not create a presumption that Indemnitee did not meet any particular
standard of conduct or have any particular belief or that a court has determined
that indemnification is not permitted by applicable law.

     6. NON-EXCLUSIVITY, ETC. The rights of Indemnitee hereunder will be in
addition to any other rights Indemnitee may have under the Constituent
Documents, or the substantive laws of the Company's jurisdiction of
incorporation, any other contract or otherwise (collectively, "Other Indemnity
Provisions"); provided, however, that (i) to the extent that Indemnitee
otherwise would have any greater right to indemnification under any Other
Indemnity Provision, Indemnitee will be deemed to have such greater right
hereunder and (ii) to the extent that any change is made to any Other Indemnity
Provision which permits any greater right to indemnification than that provided
under this Agreement as of the date hereof, Indemnitee will be deemed to have
such greater right hereunder. The Company will not adopt any amendment to any of
the Constituent Documents the effect of which would be to deny, diminish or
encumber Indemnitee's right to indemnification under this Agreement or any Other
Indemnity Provision.

     7. LIABILITY INSURANCE AND FUNDING. To the extent the Company maintains an
insurance policy or policies providing directors' and officers' liability
insurance, Indemnitee will be covered by such policy or policies, in accordance
with its or their terms, to the maximum extent of the coverage available for any
officer of the Company. The Company may, but will not be required to, create a
trust fund, grant a security interest or use other means, including without
limitation a letter of credit, to ensure the payment of such amounts as may be
necessary to satisfy its obligations to indemnify and advance expenses pursuant
to this Agreement.

     8. SUBROGATION. In the event of payment under this Agreement, the Company
will be subrogated to the extent of such payment to all of the related rights of
recovery of Indemnitee against other persons or entities (other than
Indemnitee's successors). The Indemnitee will execute all papers reasonably
required to evidence such rights or recovery (all of Indemnitee's reasonable
Expenses, including attorneys' fees and charges, related thereto to be
reimbursed by or, at the option of Indemnitee, advanced by the Company).

     9. NO DUPLICATION OF PAYMENTS. The Company will not be liable under this
Agreement to make any payment in connection with any Indemnifiable Loss made
against


                                      -3-

<PAGE>

Indemnitee to the extent Indemnitee has otherwise actually received payment (net
of Expenses incurred in connection therewith) under any insurance policy, the
Constituent Documents and Other Indemnity Provisions or otherwise of the amounts
otherwise indemnifiable hereunder.

     10. DEFENSE OF CLAIMS. The Company will be entitled to participate in the
defense of any Claim or to assume the defense thereof, with counsel reasonably
satisfactory to the Indemnitee, provided that in the event that (i) the use of
counsel chosen by the Company to represent Indemnitee would present such counsel
with an actual or potential conflict, (ii) the named parties in any such Claim
(including any impleaded parties) include both the Company and Indemnitee and
Indemnitee shall conclude that there may be one or more legal defenses available
to him or her that are different from or in addition to those available to the
Company, or (iii) any such representation by the Company would be precluded
under the applicable standards of professional conduct then prevailing, then
Indemnitee will be entitled to retain separate counsel (but not more than one
law firm plus, if applicable, local counsel in respect of any particular Claim)
at the Company's expense. The Company will not, without the prior written
consent of the Indemnitee, effect any settlement of any threatened or pending
Claim which the Indemnitee is or could have been a party unless such settlement
solely involves the payment of money and includes an unconditional release of
the Indemnitee from all liability on any claims that are the subject matter of
such Claim.

     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 satisfactory to
Indemnitee and his or her counsel, 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 person 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 will thereafter be deemed the "Company" for purposes of this
Agreement), but will not otherwise be assignable or delegatable by the Company.

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

          (c) This Agreement is personal in nature and neither of the parties
hereto will, without the consent of the other, assign 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,
Indemnitee's right to receive payments hereunder will not be assignable, whether
by pledge, creation of a security interest or otherwise, other than by a
transfer by the Indemnitee'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 or transferred.

     12. NOTICES. For all purposes of this Agreement, all communications,
including without limitation notices, consents, requests or approvals, required
or permitted to be given


                                      -4-

<PAGE>

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 one business day after having been sent for next-day delivery by a
nationally recognized overnight courier service, addressed to the Company (to
the attention of the Secretary of the Company) and to the Indemnitee at the
addresses shown on the signature page hereto, 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 will 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. Each party consents to
non-exclusive jurisdiction of any Delaware state or federal court or any court
in any other jurisdiction in which a Claim is commenced by a third person for
purposes of any action, suit or proceeding hereunder, waives any objection to
venue therein or any defense based on forum non conveniens or similar theories
and agrees that service of process may be effected in any such action, suit or
proceeding by notice given in accordance with Section 12.

     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 waived, modified
or discharged unless such waiver, modification or discharge is agreed to in
writing signed by Indemnitee 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 references to Sections of this
Agreement.

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

     17. LEGAL FEES AND EXPENSES. It is the intent of the Company that the
Indemnitee not be required to incur legal fees and or other Expenses associated
with the interpretation, enforcement or defense of Indemnitee'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
Indemnitee hereunder. Accordingly, without limiting the generality or effect of
any other provision hereof, if it should appear to the Indemnitee that the
Company has failed to comply with any of its obligations under this Agreement or
in the event that the Company or any


                                      -5-

<PAGE>

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 Indemnitee the benefits
provided or intended to be provided to the Indemnitee hereunder, the Company
irrevocably authorizes the Indemnitee from time to time to retain counsel of
Indemnitee's choice, at the expense of the Company as hereafter provided, to
advise and represent the Indemnitee in connection with any such interpretation,
enforcement or defense, including without limitation the initiation or defense
of any litigation or other legal action, 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 Indemnitee's entering into an attorney-client relationship with
such counsel, and in that connection the Company and the Indemnitee agree that a
confidential relationship shall exist between the Indemnitee and such counsel.
Without respect to whether the Indemnitee 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 Indemnitee in connection with any of the foregoing.

     18. CERTAIN INTERPRETIVE MATTERS. No provision of this Agreement will be
interpreted in favor of, or against, either of the parties hereto by reason of
the extent to which any such party or its counsel participated in the drafting
thereof or by reason of the extent to which any such provision is inconsistent
with any prior draft hereof or thereof.

                     [SIGNATURES APPEAR ON FOLLOWING PAGE.]


                                      -6-

<PAGE>

     IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused its
duly authorized representative to execute this Agreement as of the date first
above written.

                                        ALBERTSON'S, INC.
                                        250 Parkcenter Boulevard
                                        Boise, Idaho 83706


                                        By:
                                            ------------------------------------
                                        Name: John Sims
                                        Title: EVP & General Counsel


                                        By:
                                            ------------------------------------
                                        Printed Name:
                                                      --------------------------
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.62.1
<SEQUENCE>18
<FILENAME>v21009exv10w62w1.txt
<DESCRIPTION>EXHIBIT 10.62.1
<TEXT>
<PAGE>

                                                                 Exhibit 10.62.1

                                 AMENDMENT NO. 1
                                     TO THE
                                ALBERTSON'S, INC.
                    CHANGE IN CONTROL SEVERANCE BENEFIT TRUST

     This Amendment is made by Albertson's, Inc., a Delaware corporation (the
"Company" or the "Employer").

                                    RECITALS:

     A. The Company has established the Change in Control Severance Benefit
Trust, pursuant to a Trust Agreement, dated August 1, 2004 (the "Trust
Agreement");

     B. The Company, pursuant to Section 6.01 of the Trust Agreement, retains
the right to amend the Trust Agreement;

     C. The Company hereby certifies to the Trustee under the Trust Agreement
that the Trust has not become irrevocable; and

     D. The Company has determined that it is advisable to amend the Trust
Agreement in the manner hereinafter set forth.

                                    AMENDMENT

     The Trust Agreement is hereby amended as follows:

1.   The phrase "Management Compensation Group, Northwest, LLC, a Delaware
     limited liability company" is hereby replaced with "a committee comprised
     of the individuals set forth on Exhibit "E" to this Agreement" in the
     opening paragraph to the Trust Agreement.

2.   The phrase "the Employer" wherever it appears in the definition of "Change
     in Control" is hereby replaced with "Albertson's, Inc."

3.   The definition of "Employer" is hereby replaced with the following:

     ""Employer" shall mean Albertson's, Inc., a corporation organized and
     existing under the laws of the State of Delaware, or after the Effective
     Time (as such term is defined in the Agreement and Plan of Merger, dated
     January 22, 2006, by and among Albertson's, Inc., New Aloha Corporation,
     New Diamond Sub, Inc., SUPERVALU INC., and Emerald Acquisition Sub, Inc.),
     SUPERVALU INC., or its successor or successors."

4.   The definition of "Incumbent Directors" is hereby replaced with the
     following:

     ""Incumbent Directors" shall mean the individuals who, as of the date
     hereof, are directors of Albertson's, Inc. and any individual becoming a
     director subsequent to the date hereof whose

<PAGE>

     election, nomination for election by Albertson's, Inc.'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 Albertson's, Inc. 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 of directors of Albertson's, Inc.
     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 of
     directors of Albertson's, Inc."

5.   The last sentence of the definition of Interest Crediting Rate is hereby
     deleted and replaced by the following:

     "The prime rate in effect on the first day of a calendar month shall be
     used as the prime rate for the entire month."

6.   The term "Potential Change in Control" and its corresponding definition is
     hereby deleted in its entirety.

7.   The definition of "Retention Amount" is hereby amended to read "Retention
     Amount shall mean $75,000."

8.   The phrase "the Employer" where it appears in the definition of
     "Subsidiary" is hereby replaced with "Albertson's, Inc."

9.   Section 2.02 is hereby amended by changing the reference to "Section
     4.17(d)" in the third sentence thereof to "Section 4.18(d)".

10.  Section 2.03 of the Trust Agreement is hereby amended by (a) replacing
     "Management Compensation Group, Northwest, LLC, a Delaware limited
     liability company" with "a committee comprised of the individuals set forth
     on Exhibit "E" to this Agreement, which committee has certified that it is
     capable of performing the duties of Recordkeeper hereunder" and (b)
     replacing the last sentence of such Section with the following: "Action by
     such committee shall be by written certificate signed by a majority of its
     members. Any member of such committee may resign after providing not less
     than 30 days' notice in writing to the other members of the Recordkeeper
     and to the Trustee. In the event of the resignation, death or incapacity of
     a member of the Recordkeeper, the remaining members may (but need not)
     designate a replacement member, who shall become a member upon accepting
     such designation in writing, with a copy to the Employer and the Trustee."

11.  Section 3.01(b) of the Trust Agreement is hereby amended to read as
     follows:

     "(b) Within 30 days following the occurrence of a Change in Control, if the
     then Value of the Trust Fund is less than $50 million, the Employer shall
     contribute cash to the Trust in an amount such that, taking into account
     such contribution and the then Value of the Trust Fund, the total Value of
     the Trust Fund equals $50 million; provided, however, that if,


                                       2

<PAGE>
     following a Change in Control but prior to such contribution, the Employer
     makes any payment required under a Participant's Agreement from assets
     outside the Trust, "$50 million" in this sentence shall be reduced by the
     lesser of (i) the amount of such payment or (ii) $35 million. In
     determining whether the Employer has made any payment from assets outside
     the Trust, the Trustee shall rely on a certification from the Administrator
     that the Employer has made such payments."

12.  Section 3.03(a) of the Trust Agreement is hereby amended by deleting the
     phrase "or Potential Change in Control" where it appears therein.

13.  Section 3.04 of the Trust Agreement is hereby amended by (a) changing the
     reference to "Section 4.06" in the first sentence thereof to "Section
     4.07"; (b) deleting the remainder of the Section following the first
     sentence and (c) by changing the title of such Section to "Contributions
     Irrevocable".

14.  Section 3.05 of the Trust Agreement is hereby amended by deleting the
     phrase "or a Potential Change in Control" where it appears therein.

15.  The fourth sentence of Section 4.05(a) of the Trust Agreement is hereby
     deleted and replaced with the following:

     "Upon the receipt of such certified statement and subject to Section 4.07,
     the Trustee shall liquidate such Trust assets as may be available and
     necessary to pay or provide the benefits set forth in such certification
     and shall make or commence cash distributions from the Trust Fund in
     accordance therewith to the person or persons so indicated and to the
     appropriate taxing authorities with respect to taxes required to be
     withheld; provided however that the Trustee shall not be required to make
     any distribution which would reduce the value of the assets of the Trust
     Fund to less than the Retention Amount.. On a quarterly basis, based on the
     most recent certification by the Recordkeeper of the Value of Total Accrued
     Benefits received by the Trustee, the Trustee shall determine whether the
     Value of the Trust Fund is less than the Minimum Funding Obligation plus
     the Retention Amount. If the Value of the Trust Fund is less than the
     Minimum Funding Obligation plus the Retention Amount, the Trustee shall
     promptly inform the Employer of that fact and the Employer shall promptly
     contribute additional cash to the Trust such that the Value of the Trust
     Fund is no longer less than the Minimum Funding Obligation plus the
     Retention Amount. The Employer shall furnish the Trustee with the
     applicable rates for tax withholding and the Trustee shall be entitled to
     rely on such information."

16.  Section 4.04 of the Trust Agreement is amended to read as follows:

     "Trustee's preferred money market fund for its automatic cash sweep
     is currently the AIM Short-Term Investment Company Liquid Assets Portfolio.
     AIM, the manager of this portfolio, is an affiliate of Trustee. Employer
     acknowledges and agrees that the Trust is responsible for the fund's fees
     and expenses on any cash invested in any such affiliated fund (in the same
     manner and to the same extent as any other holder of shares in such fund)
     in addition to Trustee's compensation set forth in Section 4.08."


                                       3

<PAGE>
17.  Section 4.05(a) of the Trust Agreement is amended by adding the phrase
     "as may be reasonably acceptable to the Trustee" after the phrase
     "Exhibit C" in the first sentence.

18.  Section 4.05(a) of the Trust Agreement is hereby amended by adding the
     following immediately after the last sentence of such Section:

     "For purposes of this Trust, "Minimum Funding Obligation" shall mean the
     lesser of (1) $15 million or (2) 1.3 times the then Value of Total Accrued
     Benefits. In addition to the other requirements of the Recordkeeper set
     forth in this Section, the Recordkeeper shall provide the Trustee with the
     Value of the Total Accrued Benefits as promptly as reasonably practicable
     following the end of each calendar quarter."

19.  Section 4.05(b) of the Trust Agreement is hereby amended by replacing the
     phrase "Section 4.05(b)" with the phrase "Section 4.05" in the last
     sentence thereof.

20.  Section 4.05(c) of the Trust Agreement is hereby amended to read as
     follows:

     "If, following a Change in Control, the payments to be made from the Trust
     to a Participant exceed the Value of the Trust Fund plus the Retention
     Amount, and if the Employer does not otherwise provide the accrued benefits
     to the Participant outside of the Trust, the unpaid benefits shall
     constitute a Deficiency Amount, and shall accrue interest from the date
     payment would otherwise have been made, until paid, at the Interest
     Crediting Rate. Employer shall pay any Deficiency Amounts as soon as
     practicable from assets outside the Trust. In determining whether the
     Employer has made any payment from assets outside the Trust, the Trustee
     shall rely on a certification from the Administrator that the Employer has
     made such payments."

21.  The second sentence of Section 4.09 of the Trust Agreement is hereby
     deleted and replaced with the following:

     "Without limiting the generality of the foregoing, the Trustee shall have
     no responsibility, obligation or duty (a) with respect to any action
     required by any Agreement or this Trust to be taken by the Employer, the
     Recordkeeper, the Insurance Adviser, the Real Estate Adviser or any other
     Expert, any employee, Participant, beneficiary or any other person and (b)
     to enforce any of the Employer's obligations to make contributions to the
     Trust. The Recordkeeper shall have no responsibility, obligation or duty
     with respect to any action required by any Agreement or this Trust to be
     taken by the Employer, the Trustee, any employee, participant, beneficiary
     or any other person."

22.  Section 4.10 of the Trust Agreement is hereby amended by replacing the
     phrase "15 days" in the first sentence with the phrase "30 days."

23.  Section 4.15(g) of the Trust Agreement is hereby amended by deleting the
     following from such Section: "which person(s) must be independent from the
     Employer and must be a certified consulting actuary or firm of actuaries or
     certified public accountant or firm of certified public accountants" where
     it appears (in two places) therein and substituting in each


                                       4

<PAGE>

     of such places "which person(s) must certify that it/they are capable of
     performing the duties of Recordkeeper hereunder".

24.  Section 4.17 of the Trust Agreement is hereby amended by (1) deleting the
     phrase "Potential Change in Control or a" wherever it appears therein, (2)
     changing the word "terms" in the first sentence thereof to "term", and (3)
     adding the following at the end thereof:

     "; provided, however, that no notice from the Trustee is required if the
     Employer has notified Participants of the occurrence of a Change in Control
     or has otherwise publicly disclosed in a press release or filing with the
     Securities and Exchange Commission that a Change in Control has occurred."

25.  The first sentence of Section 6.02 of the Trust Agreement is hereby amended
     to read as follows:

     "Upon the occurrence of a Change in Control, the Trust shall automatically
     be and become irrevocable without any further act or deed by any person or
     entity; provided that the Trust shall nonetheless terminate upon the
     earliest of (a) the payment of all amounts due Participants under the
     Agreements, as determined by the Recordkeeper, (b) the Administrator
     provides its express written consent to the termination of the Trust, and
     (c) the later of (i)the first date on which the Minimum Funding Obligation
     does not exceed $1 million and (ii) the sixth anniversary of the first date
     on which a Change in Control occurs."

26.  Section 6.02 of the Trust Agreement is hereby amended by changing the
     phrase "Section 4.16" in the third sentence thereof to "Section 4.17".

27.  Section 7.07 of the Trust Agreement is hereby amended to read with regard
     to the addresses set forth therein as follows:

If to Employer prior to the Effective
     Time, to:                               Albertson's, Inc.
                                             250 Park Center Blvd.
                                             Boise, Idaho 83726
                                             Attention: Corporate Secretary

If to Employer after the Effective           SUPERVALU Inc.
     Time, to:                               11840 Valley View Road
                                             Eden Prairie, Minnesota 55344
                                             Attention: Corporate Secretary

If to Trustee, to:                           Atlantic Trust Company, N.A.
                                             1330 Avenue of the Americas
                                             30th Floor
                                             New York, New York 10019
                                             Attention: Chief Fiduciary
                                                        Officer - NY Office

                                             and

                                             Hughes, Hubbard and Reed LLP
                                             One Battery Park Plaza
                                             New York, New York 10004-1482
                                             Attention: Javier Hernandez, Esq.

If to Recordkeeper, to:                      RECORDKEEPER FOR ALBERTSON'S,
                                             INC. CHANGE IN CONTROL
                                             SEVERANCE BENEFIT TRUST
                                             C/O SUPERVALU INC.
                                             11840 Valley View Road
                                             Eden Prairie, Minnesota 55344


28.  Exhibit "D" to the Trust Agreement is hereby replaced with the names of the
     following individuals: Mike Plecki, Dave Pylipow and Kevin Tripp

29.  A new Exhibit "E" is hereby added to the end of the Trust Agreement, as
     attached to this Amendment.


                                       5

<PAGE>

     IN WITNESS WHEREOF, this instrument has been duly executed by the
undersigned and has been delivered to the Trustee of the Trust on this 31st day
of May, 2006.

                                        ALBERTSON'S, INC.


                                        By: /s/ John R. Sims
                                            ------------------------------------
                                        Name: John R. Sims
                                              ----------------------------------
                                        Title: Executive Vice President &
                                                  General Counsel
                                               ---------------------------------


                                       6



<PAGE>

                                   EXHIBIT "E"

                       LIST OF MEMBERS OF THE RECORDKEEPER

1.   Mike Plecki

2.   Dave Pylipow

3.   Kevin Tripp
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.64
<SEQUENCE>19
<FILENAME>v21009exv10w64.txt
<DESCRIPTION>EXHIBIT 10.64
<TEXT>
<PAGE>

                                                                   Exhibit 10.64

                                ALBERTSON'S, INC.

                          RESTRICTED STOCK UNITS TRUST

<PAGE>
                                                                               .
                                                                               .
                                                                               .

                                ALBERTSON'S, INC.

                          RESTRICTED STOCK UNITS TRUST

<TABLE>
<S>                                                                           <C>
ARTICLE I     DEFINITIONS................................................      2

ARTICLE II    NAME AND ESTABLISHMENT OF TRUST............................      4
   Section 2.1    Name and Purpose.......................................      4
   Section 2.2    Appointment of Trustee; Acceptance.....................      4
   Section 2.3    Appointment of Recordkeeper, Acceptance................      4
   Section 2.4    Grantor Trust..........................................      4

ARTICLE III   PROVISIONS RELATING TO THE EMPLOYER........................      4
   Section 3.1    Contributions..........................................      4
   Section 3.2    Contributions Irrevocable..............................      5
   Section 3.3    Certain Employer Notices...............................      5
   Section 3.4    Action by Employer.....................................      5
   Section 3.5    Employer Liability.....................................      5

ARTICLE IV    PROVISIONS RELATING TO TRUSTEE AND RECORDKEEPER............      5
   Section 4.1    Receiving Contributions................................      5
   Section 4.2    Management and Control of Trust Assets.................      5
   Section 4.3    Investment of Trust Assets.............................      5
   Section 4.4    Distribution of Trust Assets; Limitations..............      6
   Section 4.5    Protection of Trustee..................................      7
   Section 4.6    Creditors of Employer..................................      7
   Section 4.7    Compensation and Expenses..............................      7
   Section 4.8    Limitation of Administrative Duties....................      8
   Section 4.9    Accountings............................................      8
   Section 4.10   General Management Powers..............................      8
   Section 4.11   Liability for Breach of Fiduciary Duty.................     10
   Section 4.12   Consultation and Indemnification.......................     10
   Section 4.13   Resignation and Removal................................     11
   Section 4.14   Duties of the Recordkeeper.............................     13
   Section 4.15   Determinations by the Trustee; Notices.................     13
   Section 4.16   Rights of Trustee......................................     14
   Section 4.17   Priority of Distribution and Liquidation of
                     Trust Assets........................................     14

ARTICLE V     GENERAL ADMINISTRATIVE PROVISIONS..........................     14
   Section 5.1    Exchange of Information by the Employer and the
                     Trustee.............................................     14
   Section 5.2    Information to the Recordkeeper and Trustee............     15
   Section 5.3    Mistake of Fact........................................     15
   Section 5.4    Taxes..................................................     15
   Section 5.5    Voting of SUPERVALU INC. Stock.........................     15
   Section 5.6    Investment Company Act.................................     16

ARTICLE VI    AMENDMENT AND TERMINATION..................................     16
</TABLE>


                                      -i-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
   Section 6.1    Right to Amend.........................................     16
   Section 6.2    Termination of Trust and Reversion of Assets...........     16

ARTICLE VII   MISCELLANEOUS PROVISIONS...................................     17
   Section 7.1    Entire Agreement.......................................     17
   Section 7.2    Successors.............................................     17
   Section 7.3    Headings...............................................     17
   Section 7.4    Controlling Law........................................     17
   Section 7.5    Third-Party Inquiries..................................     17
   Section 7.6    Courts; Arbitration....................................     17
   Section 7.7    Addresses For Communications...........................     18
   Section 7.8    Waiver of Notice.......................................     19
   Section 7.9    Accounting Period......................................     19
   Section 7.10   Interest in the Trust Fund.............................     19
   Section 7.11   Counterparts...........................................     19
</TABLE>


                                      -ii-

<PAGE>

                 ALBERTSON'S, INC. RESTRICTED STOCK UNITS TRUST

     THIS TRUST AGREEMENT is made and entered into the ____ day of
_____________, 2006 by and between ALBERTSON'S, INC., a Delaware corporation, as
grantor, Atlantic Trust Company, N.A., a national trust company, as trustee, and
MullinTBG, Inc., as recordkeeper.

                                   WITNESSETH:

     WHEREAS, Albertson's, Inc. has granted deferred and deferrable restricted
stock units under its Amended and Restated 1995 Stock-Based Incentive Plan and
2004 Equity and Performance Incentive Plan (collectively, the "Plans"); and

     WHEREAS, Albertson's, Inc. has entered into an Agreement and Plan of Merger
with New Aloha Corporation, New Diamond Sub, Inc., SUPERVALU INC., and Emerald
Acquisition Sub Inc., dated as of January 22, 2006 (the "Merger Agreement"),
which provides that each restricted stock unit that is outstanding as of
immediately prior to the effective time (the "Effective Time") of the merger
contemplated by the Merger Agreement, other than restricted stock units granted
in January 2006 (the "January 2006 RSUs"), will entitle the holder thereof to
receive the Per Share Merger Consideration (as defined in the Merger Agreement);
and

     WHEREAS, in order to comply with Section 409A of the Code (as defined
below), payment for the restricted stock units outstanding as of immediately
prior to the Effective Time may have to be delayed until some time after the
Effective Time;

     WHEREAS, Albertson's, Inc. wishes to establish a grantor trust (the
"Trust") for the purpose of accumulating assets to assist it in fulfilling its
obligations under the Plans and individual agreements relating to the restricted
stock units outstanding as of immediately prior to the Effective Time, other
than the January 2006 RSUs (the "RSUs"), to which Trust Albertson's, Inc. shall
make contributions in the amounts determined in accordance with the terms of the
Plans, the RSUs, the Merger Agreement and this trust agreement; and

     WHEREAS, Albertson's, Inc. desires the Trustee to hold and administer all
funds and other property contributed by Albertson's, Inc., and the Trustee is
willing to hold and administer such funds pursuant to the terms of this trust
agreement; and

     WHEREAS, Albertson's, Inc. desires that the assets of the Trust shall be
available to satisfy the claims of the general creditors of Albertson's, Inc. in
case of insolvency or bankruptcy;

     NOW, THEREFORE, in consideration of the promises, covenants, agreements,
terms, obligations and duties herein set forth, the Trust to be named the
"Albertson's, Inc. Restricted Stock Units Trust" is hereby established effective
from and after the date first above written, and the parties do hereby covenant
and agree, as follows:

<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

     The following words and phrases are used in this trust agreement and shall
have the meaning set forth in this Article unless a different meaning is clearly
required by the context:

     "Application" shall mean a written application from a Participant or a
beneficiary of a deceased Participant received by the Recordkeeper requesting a
payment from the Trust by reason of a benefit being due to such Participant or
beneficiary under the Plan.

     "Board of Directors" shall mean the Board of Directors of the Employer.

     "Code" shall mean the Internal Revenue Code of 1986, as from time to time
amended. Reference to a section of the Code shall include that section and any
comparable section or any future legislation that amends, supplements or
supersedes said section.

     "Deficiency Amount" shall mean, with respect to each Participant and
beneficiary of a deceased Participant, the amount of unpaid benefits, if any,
and interest thereon, determined in accordance with Section 4.4(c).

     "Effective Time" shall have the meaning set forth in the recitals hereto.

     "Employer" shall mean Albertson's, Inc., a corporation organized and
existing under the laws of the State of Delaware, or, after the Effective Time,
SUPERVALU INC. or its successor or successors.

     "Expert" shall mean the Recordkeeper and any consultant, adviser, engineer,
accountant, appraiser, actuary or other expert hired or retained by the Trustee
to provide advice or to make or assist in making any determination hereunder.

     "Expert's Certificate" shall mean a certificate signed by an Expert or, if
the Expert is a corporation or partnership, by two of its executive officers or
partners.

     "Interest Crediting Rate" shall mean an annualized rate of interest equal
to the "prime rate" (or, if there is more than one such rate, the highest such
rate) as set forth from time to time during the relevant period in the Wall
Street Journal "Money Rates" column. The prime rate in effect on the first day
of a calendar month shall be used as the prime rate for the entire month.

     "Investment Company Act" shall have the meaning set forth in Section 5.5.

     "January 2006 RSUs" shall have the meaning set forth in the recitals
hereto.

     "Majority Participants" shall mean at any time Participants who hold more
than 66-2/3% of the RSUs. For purposes of determining "Majority Participants,"
"Participants" shall include persons then considered Participants under the Plan
and beneficiaries of deceased Participants, and the Trustee shall be entitled to
rely on the determination of the Recordkeeper as to whether


                                      -2-

<PAGE>

or not a Participant or beneficiary of a deceased Participant or a group of
Participants or beneficiaries of deceased Participants constitute "Majority
Participants".

     "Merger Agreement" shall have the meaning set forth in the recitals hereto.

     "Obligations" shall have the meaning set forth in Section 2.1.

     "Opinion of Counsel" shall mean a written opinion from legal counsel
acceptable to the Trustee. Such counsel may but need not be legal counsel
regularly retained by the Employer or the Trustee.

     "Participant" shall mean an individual holding RSUs.

     "Plans" shall have the meaning set forth in the recitals hereto.

     "Recordkeeper" shall mean the person or persons from time to time serving
as recordkeeper with respect to the Trust.

     "Retention Amount" shall mean $75,000.00.

     "RSUs" shall have the meaning set forth in the recitals hereto.

     "Trust" shall mean the trust set forth in and created by this document, and
all subsequent amendments thereto.

     "Trust Fund" shall mean all assets held by the Trustee under the Trust.

     "Trust Year" shall mean the fiscal year of the Employer.

     "Trustee" shall mean the person or persons from time to time serving as
trustee of the Trust.

     "Value of Accrued Benefits" shall mean at any time with respect to a
Participant or beneficiary of a deceased Participant an amount equal to the
value of his or her benefit under the RSUs, which shall be equal to, for each
RSU held by a Participant, the Per Share Merger Consideration plus any earnings
accrued on the cash portion of the Per Share Merger Consideration from the
Effective Time until the date immediately preceding the date of calculation of
such Value.

     "Value of the Trust Fund" shall mean at any time an amount equal to the
then total of the fair market value of all assets of the Trust Fund, each as
determined by the Trustee.

     In this agreement the singular includes the plural and the plural the
singular; words importing any gender include any other gender; and references to
"days" shall mean calendar days, unless otherwise specified.


                                      -3-

<PAGE>

                                   ARTICLE II

                         NAME AND ESTABLISHMENT OF TRUST

     Section 2.1 Name and Purpose. The name of the Trust shall be the
"Albertson's, Inc. Restricted Stock Unit Trust". This Trust is established in
accordance with the Merger Agreement (including any Disclosure Letter related
thereto) for the purpose of holding, investing and distributing assets as a
reserve for the discharge of the Employer's obligations to pay the Per Share
Merger Consideration (as defined in the Merger Agreement) to each Participant
(or beneficiary of a deceased Participant) for each RSU outstanding at the
Effective Time plus any earnings on the cash portion of the Per Share Merger
Consideration from the Effective Time until payment (the "Obligations").

     Section 2.2 Appointment of Trustee; Acceptance. The Employer hereby
appoints Atlantic Trust Company, N.A., a national trust company, as sole Trustee
for the Trust. The Trustee hereby accepts the appointment as Trustee under the
Trust. In accepting such appointment, the Trustee agrees to act solely as
trustee hereunder and not in its individual capacity; and all persons having any
claim against the Trustee by reason of the transactions contemplated hereby
shall look only to the Trust Fund for payment or satisfaction thereof, except to
the extent otherwise provided in Section 4.16(d) hereof.

     Section 2.3 Appointment of Recordkeeper, Acceptance. The Employer hereby
appoints MullinTBG, Inc., as its Recordkeeper under this Trust. The Recordkeeper
hereby accepts the appointment as Recordkeeper under the Trust.

     Section 2.4 Grantor Trust. The Trust is intended to be a grantor trust,
within the meaning of Section 671 of the Code, and shall be construed
accordingly. The Employer, therefore, agrees that all income, deductions and
credits of this Trust belong to it as owner for income tax purposes and will be
included on the Employer's income tax returns.

                                   ARTICLE III

                       PROVISIONS RELATING TO THE EMPLOYER

     Section 3.1 Contributions. Immediately upon the Effective Time, the
Employer shall (a) deliver to the Trustee 1,112,000 shares of SUPERVALU INC.
common stock and (b) contribute cash to the trust in an amount equal to $125
million, in order to fund all or a portion of its Obligations; provided,
however, that if, upon or within 30 days after the Effective Time the Employer
makes any payment required to satisfy the Obligations from assets outside the
Trust, the Trustee shall reimburse the Employer with such number of shares of
SUPERVALU INC. common stock and cash equal to such payment (and in such event
the Trustee shall not be responsible for tax withholding and reporting with
respect to such payment). In determining whether the Employer has made any
payment of Obligations from assets outside the Trust and the amount of such
payment, the Trustee shall rely on a certification from the Employer of the
amount paid by the Employer. All Employer contributions and all investments
thereof, together with all accumulations, accruals, earnings and income with
respect thereto, shall be held by the Trustee in trust hereunder as the Trust
Fund.


                                      -4-

<PAGE>

     Section 3.2 Contributions Irrevocable. Subject to Sections 4.6 and 6.2,
Employer contributions shall be irrevocable upon the Effective Time.

     Section 3.3 Certain Employer Notices. The Employer hereby agrees to give
prompt notice to the Trustee and the Recordkeeper of the occurrence of the
Effective Time.

     Section 3.4 Action by Employer. Whenever the Employer is permitted or
required to perform any act hereunder, it shall be done and performed by an
officer or other delegate duly authorized by the Employer. At the time of
execution of this trust agreement, the Employer shall file with the Trustee and
the Recordkeeper a certified list of the names and specimen signatures of any
person authorized to act for the Employer. The Employer shall promptly notify
the Trustee and the Recordkeeper of the addition or deletion of any person's
name to or from such list, respectively. Until receipt of notice that any person
is no longer authorized so to act, the Trustee or the Recordkeeper may continue
to rely on the authority of the person. All certifications, notices and
directions by any such authorized person or persons to the Trustee or the
Recordkeeper shall be in writing signed by such person or persons. The Trustee
and the Recordkeeper may rely on any such certification, notice or direction
purporting to have been signed by or on behalf of such person or persons.

     Section 3.5 Employer Liability. Nothing in this trust agreement shall
relieve the Employer of its liabilities regarding payment of the RSUs except to
the extent such liabilities are met by the application of Trust assets.

                                   ARTICLE IV

                 PROVISIONS RELATING TO TRUSTEE AND RECORDKEEPER

     Section 4.1 Receiving Contributions. The Trustee shall receive and accept
contributions from the Employer in accordance with this trust agreement as a
reserve for the discharge of the Employer's Obligations to Participants and
beneficiaries of deceased Participants entitled to benefits pursuant to the
RSUs.

     Section 4.2 Management and Control of Trust Assets. The Trustee shall have
exclusive authority and discretion to manage and control all assets in the Trust
Fund, except as may otherwise be provided herein.

     Section 4.3 Investment of Trust Assets. The Trustee shall promptly invest
and re-invest the cash portion of the assets of the Trust Fund in


                                      -5-

<PAGE>
the AIM Government and Agency Portfolio (or a money market fund with similar
investments). AIM, the manager of this portfolio, is an affiliate of Trustee.
Employer acknowledges and agrees that the Trust is responsible for the fund's
fees and expenses on any cash invested in any such affiliated fund (in the same
manner and to the same extent as any other holder of shares in such fund) in
addition to the Trustee's compensation set forth in this Trust. The shares of
SUPERVALU INC. common stock shall at all times remain in the form of SUPERVALU
INC. common stock and shall not be liquidated, reinvested or exchanged for other
assets, provided that if SUPERVALU INC. common stock is exchanged, converted or
otherwise changed into another security by reason of a corporate transaction or
similar event, the Trustee shall hold such replacement asset in the Trust Fund.

     Section 4.4 Distribution of Trust Assets; Limitations.

          (a) At the direction of the Employer to the Recordkeeper prior to the
     Effective Time or upon the Application of a Participant or beneficiary of a
     deceased Participant following the Effective Time, the Recordkeeper shall
     prepare a certification to the Trustee that benefits under the RSUs have
     become payable, which certification shall be in substantially the form
     attached hereto as Exhibit "A" as may be reasonably acceptable to the
     Trustee. Such certification shall include the number of RSUs payable on
     each payment date, the number of shares and amount of cash to be paid, the
     terms of payment, and the name, address and social security number of the
     recipient. The Recordkeeper shall provide a separate certification (with an
     updated calculation of the cash payable) for each payment date, with the
     amount payable to each Participant indicated separately. Upon the receipt
     of such certified statement and subject to Section 4.6, the Trustee shall
     liquidate such Trust assets as may be available and necessary to pay the
     benefits set forth in such certification and shall make or commence cash
     distributions and distributions of SUPERVALU INC. common stock from the
     Trust Fund in accordance therewith to the person or persons so indicated
     and to the appropriate taxing authorities with respect to taxes required to
     be withheld, provided, however, that the Trustee shall not be required to
     make any distribution which would reduce the value of the cash assets of
     the Trust Fund described in Section 4.3 to less than the Retention Amount.
     The Recordkeeper shall also furnish a copy of such certification to the
     Participant or the beneficiary of a deceased Participant. The Employer
     shall furnish the Trustee with the applicable rates for tax withholding,
     and the Trustee shall be entitled to rely on such information. The Trustee
     shall furnish each Participant or beneficiary of a deceased Participant
     with the appropriate tax information form evidencing such payment and the
     amount thereof. The Trustee shall provide the Employer with written
     confirmation of any payments hereunder within 10 business days after such
     payments are made or commenced to a Participant or beneficiary of a
     deceased Participant.

          (b) If a Participant is entitled to receive a fractional share of
     SUPERVALU INC. common stock, the Trustee shall pay to the Participant the
     cash value of such fractional share from the cash assets in the Trust.


                                      -6-

<PAGE>
          (c) Subject to Section 4.6, the only persons who shall be entitled to
     payments from this Trust pursuant to this Section 4.4 following the
     Effective Time shall be Participants and beneficiaries of deceased
     Participants, and persons who become beneficiaries of such persons. The
     Trustee shall make distributions pursuant to this Section 4.4 only as
     directed by the Recordkeeper and shall rely on a certification received
     from the Recordkeeper for purposes of complying with this Section 4.4.

          (d) If payments to be made from the Trust to a Participant plus the
     Retention Amount exceed the Value of the Trust Fund and if the Employer
     does not otherwise provide the accrued benefits to the Participant outside
     of the Trust, the unpaid benefits shall constitute a Deficiency Amount, and
     the cash portion of the unpaid benefits shall accrue interest from the date
     payment would otherwise have been made, until paid, at the Interest
     Crediting Rate. Employer shall pay any Deficiency Amounts as soon as
     practicable from assets outside the Trust. In determining whether the
     Employer has made any payment from assets outside the Trust, the Trustee is
     entitled to rely on a certification from the Employer that the Employer has
     made such payments.

     Section 4.5 Protection of Trustee. The Trustee shall be fully protected in
making or refraining from making any payments in accordance with the terms of
this trust agreement.

     Section 4.6 Creditors of Employer. The Trust Fund shall at all times be
subject to the claims of the Employer's general creditors but shall be utilized
to satisfy any such claims only in the case of the Employer's bankruptcy or
insolvency. The Employer shall be considered "bankrupt" or "insolvent" if the
Employer is either unable to pay its debts when due or is subject to a
proceeding under the Bankruptcy Code, 11 U.S.C. Section 101, et seq. The Board
of Directors and chief executive officer of the Employer are responsible to give
written notice to the Trustee and the Recordkeeper of the Employer's bankruptcy
or insolvency as soon as practicable following the occurrence of such event.
Upon receipt of such notice of the Employer's bankruptcy or insolvency, or in
the case of the Trustee's receipt of a written notice from a creditor of the
Employer alleging the Employer's bankruptcy or insolvency, the Trustee shall
discontinue payments to Participants and beneficiaries of deceased Participants
and shall hold the Trust Fund for the benefit of the Employer's general
creditors. The Trustee shall resume payments to Participants and beneficiaries
of deceased Participants only after it has been notified by the Employer (or has
received an Expert's Certificate or Opinion of Counsel stating) that the
Employer is no longer bankrupt or insolvent or pursuant to an order of a court
of competent jurisdiction. If the Trustee discontinues payments to Participants
and beneficiaries of deceased Participants, the first payment following such
discontinuance shall include the aggregate of all payments which would have been
made to the Participants and beneficiaries of deceased Participants together
with interest on the cash portion from the date payment would otherwise have
been made, until paid, at the Interest Crediting Rate.

     Section 4.7 Compensation and Expenses. The Trustee and the Recordkeeper
shall be entitled to receive compensation for services rendered. Such
compensation shall be the usual


                                      -7-

<PAGE>

and customary fees of the Trustee or Recordkeeper in effect from time to time
for similar services unless in the case of the Trustee, an amount is agreed upon
in writing by the Employer and the Trustee and in the case of the Recordkeeper,
the Employer and the Recordkeeper, and shall, unless paid directly by the
Employer, be a lien against and paid out of the assets of the Trust Fund,
provided, an individual serving as Trustee who receives compensation from the
Employer for full-time employment shall not receive additional compensation from
the Trust. The Recordkeeper and the Trustee (whether or not the Trustee is a
full-time employee of the Employer) shall be reimbursed for any reasonable
expenses, including reasonable counsel and Expert fees, incurred by the
Recordkeeper or the Trustee in connection with the acceptance or administration
of the Trust Fund or Trust and the exercise or performance of any of their
respective powers or duties hereunder, and such expenses shall, unless paid
directly by the Employer, be a lien against and paid out of the assets of the
Trust Fund.

     Section 4.8 Limitation of Administrative Duties. Nothing contained in the
Merger Agreement (including any Disclosure Letter related thereto), the Plans or
the terms of the RSUs, or any other document either expressly or by implication,
shall be deemed to impose any responsibilities, obligations or duties on the
Trustee or the Recordkeeper other than those set forth herein. Without limiting
the generality of the foregoing, the Trustee shall have no responsibility,
obligation or duty (a) with respect to any action required by the Merger
Agreement (including any Disclosure Letter related thereto), the Plans, the
terms of the RSUs, or this Trust to be taken by the Employer, the Recordkeeper,
or any other Expert, any employee, Participant, beneficiary or any other person
and (b) to enforce any of the Employer's obligations to make contributions to
the Trust. The Recordkeeper shall have no responsibility, obligation or duty
with respect to any action required by the Merger Agreement (including any
Disclosure Letter related thereto), the Plans, the terms of the RSUs or this
Trust to be taken by the Employer, the Trustee, any employee, Participant,
beneficiary or any other person.

     Section 4.9 Accountings. Within 30 days following the close of each Trust
Year, the Trustee shall file with the Employer and the Recordkeeper, and with
each Participant with respect to each Trust Year ending after the Effective
Time, a written statement and accounting setting forth:

          (a) A categorized schedule of the assets and liabilities of the Trust
     Fund, at cost and current value, as of the end of the Trust Year;

          (b) A categorized schedule of the receipts, disbursements and other
     transactions for the Trust Year; and

          (c) A description of all assets purchased and sold during the Trust
     Year.

Such accountings shall be in a form and format usable in preparing and filing
returns and reports with the Internal Revenue Service and in accordance with
generally accepted accounting principles. Upon receipt of written approval of
the accounting from the Employer (or upon the passage of 60 days without written
objections having been delivered to the Trustee) such accounting shall be deemed
to be approved, and the Trustee shall be released and discharged as to all
items, matters and things set forth in such accounting.


                                      -8-

<PAGE>

     Section 4.10 General Management Powers. Subject to Section 4.3, with
respect to the Trust Fund the Trustee shall have the following powers, rights
and duties in addition to those otherwise vested in the Trustee herein or by
law:

          (a) To sell, exchange, transfer and otherwise deal with the Trust Fund
     in such manner, for such consideration and on such terms and conditions as
     the Trustee shall determine;

          (b) To retain in cash so much of the Trust Fund as the Trustee shall
     from time to time determine and to deposit cash with any depositary;

          (c) To register any securities or other property held by it hereunder
     in its own name or in the name of its nominees with or without the addition
     of words indicating that such securities are held in a fiduciary capacity,
     and to hold any securities in bearer form, but the books and records of the
     Trustee shall at all times show that all such investments are part of the
     Trust Fund;

          (d) To pay all reasonable costs, charges and expenses incurred in the
     administration of the Trust Fund, including fees for reasonable services
     rendered to the Trustee by any person, firm or corporation other than the
     Employer, and all taxes that may be levied or assessed under existing or
     future laws upon or in respect to the Trust or the Trust Fund or the income
     thereof;

          (e) To employ suitable agents and counsel who may be counsel for the
     Employer;

          (f) To credit and distribute the Trust Fund pursuant to the terms of
     the trust agreement;

          (g) To compromise, contest, arbitrate or abandon claims and demands,
     all in the Trustee's discretion;

          (h) To perform any and all other acts which, in the Trustee's
     judgment, are necessary or appropriate for the proper management,
     investment and distribution of the Trust Fund;

          (i) To retain any funds or property subject to any dispute (and
     without liability for the payment of interest) and to refuse to make
     payment or delivery thereof until final adjudication by a court of
     competent jurisdiction;

          (j) To begin, maintain or defend any litigation necessary in
     connection with the administration of this Trust and the Trust Fund;

          (k) To make such deposits (including certificates of deposit) and open
     such number of bank accounts (including interest and noninterest bearing
     accounts) in such bank(s) (including the Trustee, and any bank which is an
     agent of the Trustee or otherwise a fiduciary with respect to the Trust) in
     the name of the Trustee, and to make deposits therein in order to
     facilitate the payment of benefits, as the Trustee shall


                                      -9-

<PAGE>

     determine. The amounts on deposit in each such account shall constitute a
     part of the Trust Fund until paid out in accordance with the Plan;

          (l) To maintain accurate records and accounts of all investments,
     receipts, disbursements and other transactions of the Trust Fund and to
     open such records and accounts to the inspection by the Employer and its
     duly authorized representatives during normal business hours of the
     Trustee, and to the Participants and their duly authorized representatives
     following the Effective Time, during normal business hours of the Trustee;

          (m) To adopt such rules and regulations for the operation and
     administration of the Trust as the Trustee shall determine to be necessary
     and appropriate and in keeping with the terms and purposes of the Trust;

          (n) To construe and interpret the terms and provisions of this Trust,
     and any such construction or interpretation adopted in good faith shall be
     binding on the Employer, and any employees, dependents and beneficiaries,
     and their successors, assigns, executors, administrators and/or legal
     representatives;

          (o) To withhold any taxes with respect to the property or income of
     the Trust Fund or to withhold any amounts otherwise payable from the Trust
     Fund; and to dispose of any amounts so withheld as determined by the
     Trustee;

          (p) To hold the Trust Fund assets for the benefit of the creditors of
     the Employer and to deliver assets to satisfy such creditor's claims as
     directed by a court of competent jurisdiction pursuant to Section 4.6; and

          (q) To do any and all other acts and things necessary, proper or
     advisable to effectuate the purposes of this Trust to the extent the same
     are permissible under applicable laws.

     Section 4.11 Liability for Breach of Fiduciary Duty. Except as provided in
Section 4.16(d), the Trustee shall not be liable for any losses to the Trust
Fund resulting from the breach of any of the responsibilities, obligations or
duties imposed upon the Trustee herein or by applicable laws.

     Section 4.12 Consultation and Indemnification.

          (a) The Trustee and the Recordkeeper may consult with counsel, and
     neither the Trustee nor the Recordkeeper shall be deemed imprudent by
     reason of taking or refraining from taking any action in accordance with an
     Opinion of Counsel.

          (b) The Employer hereby indemnifies the Trustee and holds it harmless
     from and against any and all liabilities, obligations, losses, damages,
     penalties, actions, judgments, claims, demands, costs and expenses of any
     kind or nature whatsoever, including, without limitation, attorney's fees
     and disbursements (except those caused by the Trustee's gross negligence or
     willful misconduct) that may be imposed on, incurred by or asserted against
     the Trustee in any way relating to or arising out of or in connection with
     this trust agreement, the acceptance or administration by the Trustee of
     the Trust or


                                      -10-

<PAGE>
     the Trust Fund, the exercise or performance by the Trustee of any of its
     powers or duties hereunder and any of the transactions contemplated by this
     trust agreement, including (but not limited to) distributions to
     Participants and beneficiaries of deceased Participants payments or
     reimbursements to the Employer in reliance on a certification of the
     Employer that it has made such payment of Obligations from assets outside
     the Trust, and upon the termination of the RSUs or Trust.

          (c) The Employer hereby indemnifies the Recordkeeper and holds it
     harmless from and against any and all liabilities, obligations, losses,
     damages, penalties, actions, judgments, claims, demands, costs and expenses
     of any kind or nature whatsoever, including, without limitation, attorney's
     fees and disbursements (except those caused by the Recordkeeper's gross
     negligence or willful misconduct) that may be imposed on, incurred by or
     asserted against the Recordkeeper in any way relating to or arising out of
     or in connection with this trust agreement, the exercise or performance by
     the Recordkeeper of any of its powers or duties hereunder and any of the
     transactions contemplated by this trust agreement.

          (d) Neither the Trustee nor the Recordkeeper shall be required to give
     any bond or any other security for the faithful performance of their
     respective duties under this trust agreement, except as such may be
     required by any law which prohibits the waiver thereof.

          (e) The Employer shall assume, at its own expense, the defense of any
     action commenced against the Trustee or the Recordkeeper asserting any
     claim which would be covered by the indemnities set forth in this Section
     4.12. The Trustee and the Recordkeeper shall each have the right to employ
     its own counsel in any such action to which it is a party, and the
     reasonable fees and expenses of such counsel shall be borne by the
     Employer.

          (f) The Employer's obligations under this Section 4.12 shall survive
     the termination of this trust agreement and the resignation or removal of
     any Trustee.

     Section 4.13 Resignation and Removal. The Trustee and/or the Recordkeeper
shall resign or be removed and a successor Trustee and/or Recordkeeper appointed
according to the following procedures:

          (a) The Trustee may be removed by the Employer at any time prior to
     the Effective Time, with or without cause, and following the Effective
     Time, with or without cause but only with the written consent of the
     Majority Participants, upon the giving of not less than 31 days prior
     written notice. The Trustee may resign upon the giving of not less than 31
     days prior written notice to the Employer and all Participants and
     beneficiaries of deceased Participants. No resignation or removal of the
     Trustee pursuant to this Section 4.13 shall become effective until the
     acceptance of appointment by the successor Trustee.

          (b) Prior to the Effective Time, the Employer shall fill a vacancy in
     the office of Trustee as soon as practicable by a written instrument filed
     with the person(s) appointed to fill the vacancy, which person(s) must be a
     financial institution that is independent of the Employer, and a copy to
     the predecessor Trustee and the


                                      -11-

<PAGE>

     Recordkeeper. Following the Effective Time, the Employer shall be entitled
     to fill a vacancy in the office of Trustee, but only with the consent and
     approval of the Majority Participants, as evidenced in a written instrument
     filed with the person(s) appointed to fill the vacancy which person(s) must
     be a financial institution that is independent of the Employer. If the
     vacancy in the office of Trustee has not been filled within 20 days
     following the Trustee's resignation or removal, the Trustee shall have the
     right to petition a court of competent jurisdiction to appoint a successor
     Trustee.

          (c) The appointment of a successor Trustee shall take effect upon
     delivery to the Trustee of a written appointment of such successor Trustee,
     duly executed by the Employer(with the consent of the Majority
     Participants) or the predecessor Trustee, as the case may be, and a written
     acceptance by such successor Trustee, duly executed thereby. Except as
     described in the preceding sentence, a successor Trustee shall succeed to
     the title to the assets in the Trust Fund without the signing or filing of
     any document. The resigning or removed Trustee shall execute all documents
     and do all acts reasonably necessary to vest such title of record in the
     successor Trustee. A successor Trustee shall have all of the powers
     conferred by this trust agreement as if originally named Trustee.

          (d) Within 60 days after transfer of the assets in the Trust Fund, the
     resigning or removed Trustee shall render to the Employer a statement and
     accounting in the form and manner prescribed by Section 4.9. Unless the
     Employer shall, within 60 days after receipt of such accounting, object in
     writing delivered to such Trustee, such accounting shall be deemed
     approved, and the Trustee shall be released and discharged as to all items,
     matters and things set forth in such accounting.

          (e) A successor Trustee shall not be liable or responsible for any
     acts or defaults of a predecessor Trustee or co-Trustee, or for any losses
     or expenses resulting from or occasioned by anything done or neglected to
     be done in the administration of the Trust Fund or Trust prior to its
     appointment as Trustee, nor shall it be required to inquire into or take
     notice of the prior administration of the Trust Fund or Trust.

          (f) The Recordkeeper may be removed by the Employer at any time prior
     to the Effective Time, with or without cause, and following the Effective
     Time, with or without cause but only with the written consent of the
     Majority Participants, upon the giving of not less than 31 days prior
     written notice to the Recordkeeper, with a copy to the Trustee. The
     Recordkeeper may resign on the giving of not less than 31 days prior
     written notice to the Trustee, the Employer and all Participants and
     beneficiaries of deceased Participants. No resignation or removal of the
     Recordkeeper pursuant to this Section 4.13 shall become effective until the
     acceptance of appointment by the successor Recordkeeper.

          (g) Prior to the Effective Time, the Employer shall fill a vacancy in
     the office of Recordkeeper as soon as practicable by a written instrument
     filed with the person(s) appointed to fill the vacancy, which person(s)
     must certify that it/they are capable of performing the duties of
     Recordkeeper hereunder, and a copy to the predecessor Recordkeeper and the
     Trustee. Following the Effective Time, the Employer shall be entitled to
     fill a vacancy in the office of Recordkeeper, but only with the consent and


                                      -12-

<PAGE>

     approval of the Majority Participants, as evidenced in a written instrument
     filed with the person(s) appointed to fill the vacancy, and such successor
     Recordkeeper must certify that it is capable of performing the duties of
     Recordkeeper hereunder. If the vacancy in the office of Recordkeeper has
     not been filled within 20 days following the Recordkeeper's resignation or
     removal, the Trustee shall have the right to appoint a successor
     Recordkeeper. The appointment of a successor Recordkeeper shall take effect
     upon delivery to the Recordkeeper, with a copy to the Trustee, Employer and
     all Participants and beneficiaries of deceased Participants, of a written
     appointment of such successor Recordkeeper, duly executed by the Employer,
     the Majority Participants or the Trustee, as the case may be, and a written
     acceptance by such successor Recordkeeper, duly executed thereby. As soon
     as practicable after the Recordkeeper has resigned or has been removed
     hereunder, it shall deliver to the successor Recordkeeper all reports,
     records, documents and other written information in its possession
     regarding the RSUs, the Trust Fund and the Participants, and thereupon
     shall be entitled to all unpaid fees, compensation and reimbursements to
     which it is entitled under this Trust and shall be relieved of all
     responsibilities and duties under this Trust.

          (h) If the Trustee consolidates, merges or converts into, or transfers
     all or substantially all its trust business or assets to another
     corporation, the resulting, surviving or transferee corporation without any
     further act shall be the successor Trustee.

     Section 4.14 Duties of the Recordkeeper. Within 10 days following the close
of each Trust Year ending after the Effective Time, the Recordkeeper shall file
with the Employer and the Trustee a written statement setting forth for each
Participant and beneficiary of a deceased Participant his or her Value of
Accrued Benefits as of the last day of such Trust Year. In the event the
Employer fails to provide the Recordkeeper with the information necessary to
prepare such written statement, the Recordkeeper shall file the written
statement based on a good faith estimate of the Value of Accrued Benefits. In
addition, the Recordkeeper shall maintain or cause to be maintained all the
Participant records required by this Trust and shall perform such other duties
and responsibilities necessary or advisable to achieve the objectives of this
Trust. Following the Effective Time, the Recordkeeper shall prepare and
distribute to the Employer, Participants and beneficiaries of deceased
Participants, Participant statements, with respect to payments to Participants
and beneficiaries of deceased Participants. In the event that the Employer
refuses or neglects to provide updated Participant information, as contemplated
herein, the Recordkeeper shall be entitled to rely on the most recent
information furnished to it by the Employer. The Recordkeeper shall have no
responsibility to verify information provided to it by the Employer; provided,
however, no information provided by the Employer following the Effective Time
shall reduce any benefit to which a Participant or beneficiary of a deceased
Participant was entitled under the RSUs or this Trust as of the Effective Time.

     Section 4.15 Determinations by the Trustee; Notices. Within 21 days
following receipt by the Trustee of written notice from any Participant or
beneficiary of a deceased Participant that such Participant or beneficiary
believes the Effective Time has taken place, the Trustee shall determine if the
Effective Time has in fact occurred. Within 5 days of making the foregoing
determination the Trustee shall give written notice of its determination to the
Employer,


                                      -13-

<PAGE>

Recordkeeper and all Participants and beneficiaries of deceased Participants,
which notice shall attach a complete copy of any Opinion of Counsel rendered to
the Trustee with regard to the foregoing, a complete copy of any notice to the
Trustee alleging that the Effective Time has occurred as well as all materials
in the possession of the Trustee which relate to the foregoing determinations;
provided, however, that no notice from the Trustee is required if the Employer
has notified Participants of the occurrence of the Effective Time or has
otherwise publicly disclosed in a press release or filing with the Securities
and Exchange Commission that the Effective Time has occurred.

     Section 4.16 Rights of Trustee.

          (a) The Trustee may rely on any document believed by it to be genuine
     and to have been signed or presented by the proper person.

          (b) Before the Trustee acts or refrains from acting, and in making any
     determination with respect to the Effective Time, the Value of the Trust
     Fund or any other determination hereunder (including but not limited to
     determinations of the validity of consents of the Majority Participants),
     the Trustee may require and rely on an Expert's Certificate or an Opinion
     of Counsel or both covering such matters as the Trustee may reasonably
     require. The Trustee shall not be liable for any action it takes or omits
     to take in good faith in reliance on the Expert's Certificate or Opinion of
     Counsel or with the consent of the Majority Participants.

          (c) The Trustee may act through agents and Experts and shall not be
     responsible for the misconduct or negligence of any agent or Expert
     appointed and retained with due care or with the consent of the Employer or
     the Majority Participants.

          (d) The Trustee shall not be liable for any action it takes or omits
     to take in good faith which it believes to be authorized or within its
     rights or powers, provided that the Trustee's conduct does not constitute
     gross negligence or willful misconduct. The Trustee shall be liable for any
     action it takes or omits to take and which constitutes gross negligence or
     willful misconduct.

          (e) No provision of this trust agreement shall require the Trustee to
     expend or risk its own funds or otherwise incur any financial liability in
     the performance of any of its duties hereunder, or in the exercise of any
     of its rights or powers, if it shall have reasonable grounds for believing
     that repayment of such funds or adequate indemnity against such risk or
     liability is not reasonably assured to it.

     Section 4.17 Priority of Distribution and Liquidation of Trust Assets.
Whenever Trust assets are required to be distributed pursuant to this trust
agreement, the Trustee shall pay such distributions with SUPERVALU INC. common
stock, as directed by the Recordkeeper, and cash on hand, if any. To the extent
cash on hand (not including the Retention Amount) is not sufficient to pay such
distributions, the Trustee shall liquidate investments described in Section 4.3.


                                      -14-

<PAGE>

                                    ARTICLE V

                        GENERAL ADMINISTRATIVE PROVISIONS

     Section 5.1 Exchange of Information by the Employer and the Trustee. The
Trustee shall furnish to or on the order of the Employer whatever information
relating to the Trust Fund is necessary for the performance by the Employer of
its functions with respect to the RSUs or the Obligations or this Trust. The
Employer shall furnish to or on the order of the Trustee whatever information
relating to the Trust Fund and Participants and beneficiaries of deceased
Participants is necessary for the performance by the Trustee of its functions
hereunder. The Employer and Trustee may each rely and act upon information so
furnished without further inquiry. For purposes of this trust agreement, a
certification from the Employer shall mean a written communication signed by a
person authorized to act for the Employer stating that the contents of the
communication are certified to by the author as being true and accurate.

     Section 5.2 Information to the Recordkeeper and Trustee. The Employer shall
provide the Recordkeeper with a certified copy of the Plans, a schedule of RSU
holdings by Participant and all amendments thereto, payment elections provided
to the Employer by the Participants, and all information necessary to determine
the benefits payable to or with respect to each Participant, including any
benefits payable after each Participant's death and the recipient of the same.
The Employer shall regularly, at least annually, or promptly on the request of
the Recordkeeper, furnish revised updated information to the Recordkeeper. In
addition, promptly after the last day of each calendar year quarter, the
Employer agrees to notify the Trustee and Recordkeeper as to those persons who
are then Participants or beneficiaries of deceased Participants, which notice
shall specify the name, address and social security number of such persons. The
Trustee shall be entitled to rely on the latest available written notice from
the Employer regarding such information. The Employer shall be responsible for
keeping accurate books and records with respect to the employees of the
Employer, their compensation and their rights and interests in the Trust Fund
and with respect to the RSUs and the Obligations.

     Section 5.3 Mistake of Fact. Any misstatement or any other mistake of fact
in any certificate, notice or other document filed with the Employer, the
Recordkeeper or the Trustee shall be corrected when it becomes known and proper
adjustment shall be made by reason thereof; provided, however, the Trustee shall
offset any overpayment to any Participant or beneficiary of a deceased
Participant against future payments to such Participant or beneficiary but shall
have no obligation to seek reimbursement from any Participant, beneficiary of a
deceased Participant or other person to whom the Trustee has disbursed amounts
from the Trust Fund pursuant to any such certificate, notice or other document.

     Section 5.4 Taxes. The Employer may from time to time pay taxes of any and
all kinds whatsoever which at any time are levied or assessed upon or become
payable in respect of the Trust Fund, the income therefrom or any property
forming a part thereof, or any purchase, sale, collateral security or other
transaction pertaining thereto. To the extent that any taxes levied or assessed
upon the Trust Fund or in respect of such income, property or transaction are
not paid by the Employer, the Trustee shall pay such taxes out of the Trust Fund
and the Employer, shall reimburse the Trustee for any amounts so paid. The
Trustee shall, at the Employers expense, contest the validity of such taxes in
any manner deemed appropriate by the Employer or its counsel, but only if the
Trustee has received an indemnity bond or other security satisfactory to it to
pay all of its fees and expenses with respect to such contest; provided,
however, the Trustee shall have no obligation to contest if it receives an
Opinion of Counsel to


                                      -15-

<PAGE>

the effect that there is no reasonable basis in law or fact for such contest.
Alternatively, the Employer may itself contest the validity of any such taxes.

     Section 5.5 Voting of SUPERVALU INC. Stock. The Trustee will vote the
SUPERVALU INC. common stock held in the Trust and may exercise any right
appurtenant to such stock, either in person or by general or limited proxy,
power of attorney or other instrument.

     Section 5.6 Investment Company Act. Notwithstanding any other provision of
this trust agreement, the Employer and the Trustee agree that in the event the
Trust may be deemed to be an "investment company" as defined under the
Investment Company Act of 1940, as amended (the "Investment Company Act"), they
shall use their best efforts to take such action as shall be necessary so that
either (i) the Trust will qualify for an exemption from the provisions of the
Investment Company Act or (ii) the Trust will not be deemed to be such an
investment company.

                                   ARTICLE VI

                            AMENDMENT AND TERMINATION

     Section 6.1 Right to Amend. Prior to the time when the Trust shall become
irrevocable as provided in Section 6.2, this trust agreement may be amended by
an instrument in writing, duly executed by the Employer and delivered to the
Trustee, which instrument shall certify to the Trustee that the Trust has not
become irrevocable. When the Trust shall become irrevocable as provided in
Section 6.2, this trust agreement may not thereafter be amended in whole or part
by the Employer, provided, however, that this trust agreement may nonetheless be
amended by an instrument in writing, duly executed by the Employer, and
delivered to the Trustee and all Participants and beneficiaries of deceased
Participants only (a) with the express written consent of the Majority
Participants on the date of such amendment, (b) as necessary to obtain a
favorable ruling from the Internal Revenue Service with respect to the tax
consequences of the establishment or settlement of the Trust as a grantor trust
within the meaning of Section 671 of the Code, or (c) as necessary to prevent
the Trust from being deemed an "investment company" as defined under the
Investment Company Act or to ensure that the Trust qualifies for an exemption
from the provisions of such act, provided, that the duties, powers and
liabilities of the Trustee shall not be increased without the Trustee's written
consent, and, provided further, that the amount or time of payment of any
benefit hereunder to any Participant or beneficiary of a deceased Participant
may not be reduced, altered or adversely affected without the written consent of
the affected Participant or beneficiary.

     Section 6.2 Termination of Trust and Reversion of Assets. Following the
occurrence of the Effective Time, the Trust shall be irrevocable; provided that
the Trust shall nonetheless terminate upon the earlier of (a) the payment of all
Obligations and amounts due Participants and beneficiaries of deceased
Participants under the RSUs, as determined by the Recordkeeper, and (b) the date
that there are no longer Trust assets in the Trust Fund. At any time prior to
the Effective Time, the Trust may be revoked by the Employer by an instrument in
writing delivered to the Trustee and accompanied by an Opinion of Counsel
stating that the Trust is revocable and that the Effective Time has not
occurred. The foregoing to the contrary notwithstanding, if the Trustee has
received notice, pursuant to Section 3.3 or Section 4.15, that the Effective
Time may have occurred, the Trust may not be revoked until the Trustee has
determined that the Effective


                                      -16-

<PAGE>

Time has not occurred. Upon revocation of the Trust, any and all assets
remaining in the Trust Fund after payment of the Trustee's and Recordkeeper's
compensation and other expenses of the Trust, shall revert to the Employer and
the Trustee shall promptly transfer any such assets to the Employer. Upon
termination of the Trust other than by revocation, the Trustee shall pay all
Obligations due Participants and beneficiaries of deceased Participants under
the RSUs, as determined by the Recordkeeper, and any and all assets remaining in
the Trust Fund after payment of the Trustees and Recordkeeper's compensation and
other expenses of the Trust, shall revert to the Employer and the Trustee shall
promptly transfer any such assets to the Employer. Upon termination of the Trust
for whatever reason the Trustee shall prepare and file a final statement and
accounting with the Employer and all necessary returns, statements, forms and
reports as may be required of the Trustee by law. Upon receipt of written
approval of the accounting from the Employer (or upon the passage of 60 days
without written objections having been delivered to the Trustee) such accounting
shall be deemed approved, and the Trustee shall be released and discharged as to
all items, matters and things set forth in such accounting.

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

     Section 7.1 Entire Agreement. This trust agreement constitutes the entire
understanding and agreement between the parties and supersedes all prior
agreements, representations and understandings relating to the subject matter
hereof.

     Section 7.2 Successors. This trust agreement shall be binding upon all
persons entitled to benefits under the RSUs and their respective heirs and
personal representatives, upon the Employer, its successors and assigns, and
upon the Trustee and its successors.

     Section 7.3 Headings. The headings used in this trust agreement are
inserted for reference purposes only and shall not be deemed to limit or affect
in any way the meaning or interpretation of any of the terms or provisions of
this trust agreement.

     Section 7.4 Controlling Law. Except to the extent superseded by the laws of
the United States of America, the laws of the State of Idaho (other than the
choice of law principles thereof) shall govern all questions arising with
respect to this trust agreement and the interpretation and validity of its
provisions.

     Section 7.5 Third-Party Inquiries. No person dealing with the Trustee shall
be obliged to see to the application of any money paid or property delivered to
the Trustee, or as to whether or not the Trustee has acted pursuant to any
authorization required or set forth in this trust agreement.

     Section 7.6 Courts; Arbitration. The Employer agrees that by the
establishment of this Trust it hereby foregoes any judicial review of
certification by the Recordkeeper as to the benefit payable to any person
hereunder. If a dispute arises as to the amounts or timing of any such benefits
or the persons entitled thereto under the RSUs or this Trust, the Employer
agrees that such dispute shall be resolved by binding arbitration proceedings
initiated in accordance with the rules of the American Arbitration Association
and that the results of such proceedings shall be


                                      -17-

<PAGE>

conclusive and shall not be subject to judicial review. It is expressly
understood and agreed that pending a resolution of any such dispute, payment of
benefits shall be made and continued by the Trustee in accordance with the
certification by the Recordkeeper and that the Trustee and the Recordkeeper
shall have no liability with respect to such payments. The Employer agrees to
pay the entire cost of any arbitration or legal proceeding, including the legal
fees of the Trustee, the Recordkeeper and the Participant or the beneficiary of
any deceased Participant regardless of the outcome of any such proceeding or the
party which initiated any such proceeding, and until so paid the expenses
thereof shall be a charge on and lien against the Trust Fund. The Employer
agrees to pay the foregoing costs as such costs are incurred, but not more
frequently than on a monthly basis. Nothing in this Section shall be construed
to in any way limit any right or remedy a Participant or beneficiary may have
under the Plans or the RSUs.

     Section 7.7 Addresses For Communications. All communications, directions,
notices and requests required or permitted to be given hereunder shall be in
writing and shall be given to the following:

     If to Employer prior to the Effective time, to: Albertson's, Inc.
                                                     250 Parkcenter Blvd.
                                                     Boise, Idaho 83726
                                          Attention: Corporate Secretary

     If to Employer after the Effective time, to: SUPERVALU, INC..
                                                  11840 Valley View Road
                                                  Eden Prairie, Minnesota 55344
                                       Attention: Corporate Secretary

     If to Trustee, to: Atlantic Trust Company, N.A.
                        1330 Avenue of the Americas
                        30th Floor
                        New York, New York 10019
                        Attention:  Chief Fiduciary Officer - NY Office and
                        Hughes, Hubbard and Reed LLP
                        One Battery Park Plaza
                        New York, New York 10004-1482
                        Attention: Javier Hernandez, Esq.


     If to Recordkeeper, to: MullinTBG, Inc.
                             2029 Century Park East
                             Suite 3700
                             Los Angeles, CA 90067
                             Attention: Nancy Hickey

If to a Participant or beneficiary of a deceased Participant, to the last known
address of the Participant or beneficiary on the books and records of the
Employer, the Trustee or the Recordkeeper; provided, however, the Trustee shall
be entitled to rely on the latest available written notice from the Employer
regarding the names and addresses of such persons.

     Either the Employer, the Recordkeeper or the Trustee shall have the right
to specify in writing in the manner above provided, another address to which
subsequent communications, directions, notices and requests to such party shall
be given. Any communications, directions, notices and requests given hereunder
shall be deemed to have been given as of the date received in writing by the
party to whom given.

     Section 7.8 Waiver of Notice. Any notice required by this trust agreement
may be waived by the person entitled thereto.


                                      -18-

<PAGE>

     Section 7.9 Accounting Period. The annual accounting period for this Trust
shall be the Trust Year.

     Section 7.10 Interest in the Trust Fund. No employee of the Employer, no
dependent or personal representative of an employee of the Employer or person
claiming through such an employee and no beneficiary under the Plans or the RSUs
shall have any right, title or interest in the Trust or Trust Fund at any time
prior to satisfaction of all conditions to a right to payment to such
beneficiary from the Trust pursuant to the terms of the Plans, the RSUs and the
Trust. No benefit, right or interest, if any exists, is transferable or
assignable by any employee, dependent or beneficiary and any attempt to effect a
transfer or assignment is void. No portion of the Trust Fund shall be subject to
attachment, garnishment, levy of execution, bankruptcy proceedings or other
legal process of any creditor of any of the Participants or beneficiaries.
Notwithstanding any other provision of this Trust to the contrary, the Trust
Fund shall at all times remain subject to claims of creditors of the Employer in
the event the Employer is adjudicated to be bankrupt or insolvent as provided
herein.

     Section 7.11 Counterparts. This trust agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
of which shall together constitute only one agreement.


                                      -19-

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this trust agreement to
be executed the day and year first above written.

                                        EMPLOYER:

                                        ALBERTSON'S, INC.

                                        /s/ John R. Sims
                                        ----------------------------------------
                                        By: John R. Sims
                                            ------------------------------------
                                        Its: Executive Vice President &
                                                  General Counsel
                                             -----------------------------------


                                        TRUSTEE:

                                        ATLANTIC TRUST COMPANY, N.A.


                                        ----------------------------------------
                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------


                                        RECORDKEEPER:

                                        MULLINTBG, INC.


                                        ----------------------------------------
                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------


                                      -20-

<PAGE>

                                   EXHIBIT "A"

                       FORM OF CERTIFICATE TO THE TRUSTEE

                                   CERTIFICATE

                                                                          [Date]

To: [Name and Address of the Trustee]

Ladies and Gentlemen:

     1. The undersigned, a duly authorized officer of [Recordkeeper] (in such
capacity the "Recordkeeper"), as Recordkeeper under that certain Albertson's,
Inc. Restricted Stock Unit Trust (the "Trust"), dated the ____ day of
________________, 2006, between Albertson's, Inc.,
[___________________________], as trustee, and [__________________________] as
recordkeeper, HEREBY CERTIFIES as follows with respect to Section 4.4(a) of the
Trust.

     2. Benefits have become payable under the Albertson's, Inc. RSUs, as
defined in the Trust.

     3. The name, address and social security number of the recipient of such
benefits are as follows:

     Name: ___________________________
     Address: ________________________
     Social Security Number: _________

     4. The number of RSUs payable, the number of SUPERVALU INC. common shares,
the amount of cash to be paid and the terms of payment are as follows:

     Number of RSUs: _________________
     Number of SUPERVALU INC.
        shares to be paid: ___________
     Cash to be paid: ________________

     Terms of Payment: [Specify payment dates, number of payments, and any other
     relevant information]

     IN WITNESS WHEREOF, the undersigned has executed this Certificate this
[___] day of [_______________], [____].

                                        [Recordkeeper]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.65
<SEQUENCE>20
<FILENAME>v21009exv10w65.txt
<DESCRIPTION>EXHIBIT 10.65
<TEXT>
<PAGE>

                                                                   Exhibit 10.65

                                AMENDMENT TO THE
                ALBERTSON'S, INC. 2005 DEFERRED COMPENSATION PLAN

     WHEREAS, the Albertson's, Inc. 2005 Deferred Compensation Plan was
established for compensation earned in 2005;

     WHEREAS, the Board of Directors of Albertson's, Inc. has delegated the
authority to amend the Plan to its Management Development/Compensation
Committee;

     NOW, THEREFORE, the following amendments to the Plan are hereby adopted
effective as of the adoption date of this Amendment (unless another effective
date is expressly specified):

     1. The Plan is hereby amended by adding the following paragraphs thereto to
read as follows:

               "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 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 Albertson's, Inc.
          (the "Company"); provided, however, that:

                    (1) for purposes of this Section 1(i), the following
          acquisitions shall not constitute a Change in Control: (A) any
          acquisition of securities entitled to vote generally in the election
          of directors of the Company ("Voting Stock") 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(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
          Section 1(i) and such Person thereafter becomes the beneficial

<PAGE>

          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


                                       2

<PAGE>

          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(iii).

               An "Incumbent Director" shall mean 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.

               Notwithstanding any other provision of the Plan, each Participant
          shall have the right to elect, prior to May 22, 2006, in accordance
          with procedures established under the Plan, to receive a lump sum in
          cash (payable from an


                                       3

<PAGE>

          applicable trust or from general corporate assets) such Participant's
          vested account balance under such Plan as of the date of the
          distribution, payable as soon as practicable on or after (but no later
          than 30 days after) January 1, 2007, or, if later, the effective date
          of a Change in Control ("Special Election Lump Sum"), provided that
          such election shall not prevent the payment or commencement of a
          Participant's account balance under the Plan on a scheduled
          distribution date that occurs prior to the payment of any such Special
          Election Lump Sum.

               It is intended that the Plan shall be operated in good faith
          compliance with Section 409A of the Internal Revenue Code ("Code") and
          may be amended by the Company at any time to the extent determined
          necessary or desirable, at the Company's discretion, in light of Code
          Section 409A, without regard to any restrictions on the Company's
          ability to amend the Plan under any other provision of the Plan.

     2. Except as provided herein, the Plan shall remain in full force and
effect.

     EXECUTED this 28th day of April, 2006.

                                        ALBERTSON'S, INC.


                                        By: /s/ John R. Sims
                                            ------------------------------------
                                        Its: Executive Vice President & General
                                             Counsel


                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-15.01
<SEQUENCE>21
<FILENAME>v21009exv15w01.txt
<DESCRIPTION>EXHIBIT 15.01
<TEXT>
<PAGE>

                                                                EXHIBIT 15.01

May 31, 2006

Albertson's, Inc.
Boise, Idaho

We have made reviews, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), of the unaudited interim financial
information of Albertson's, Inc. and subsidiaries and of New Albertson's, Inc.
and subsidiary, both for the thirteen-week periods ended May 4, 2006 and May 5,
2005, as indicated in our reports dated May 31, 2006; because we did not perform
an audit, we expressed no opinion on that information.

We are aware that our reports referred to above, which are included in your
Quarterly Report on Form 10-Q for the thirteen week period ended May 4, 2006, is
incorporated by reference in Registration Statement Nos. 333-54998 and
333-113995 on Form S-3 and Registration Statement Nos. 33-59803, 333-121020,
333-82157, 333-82161, 333-87773, 333-73194 and 333-63019 on Form S-8.

We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the Securities Act of 1933, are not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.


/s/ DELOITTE & TOUCHE LLP
-------------------------------------
Boise, Idaho

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>22
<FILENAME>v21009exv31w1.txt
<DESCRIPTION>EXHIBIT 31.1
<TEXT>
<PAGE>

                                                                    EXHIBIT 31.1

                                ALBERTSON'S, INC.
                    CERTIFICATIONS PURSUANT TO SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

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 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
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this 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 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-15(e) and 15d-15(e)) and internal control over
     financial reporting (as defined in Exchange Act Rules 13a-15(f) and
     15d-15(f)) for the registrant and have:

     a)   Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, 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 report is being prepared;

     b)   Designed such internal control over financial reporting, or caused
          such internal control over financial reporting to be designed under
          our supervision, to provide reasonable assurance regarding the
          reliability of financial reporting and the preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c)   Evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     d)   Disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's fourth fiscal quarter in
          the case of an annual report) that has materially affected, or is
          reasonably likely to materially affect, the registrant's internal
          control over financial reporting; and

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

     a)   All significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          control over financial reporting.


Date: May 31, 2006                      /s/ Lawrence R. Johnston
                                        ----------------------------------------
                                        Lawrence R. Johnston
                                        Chairman of the Board, Chief
                                        Executive Officer and President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>23
<FILENAME>v21009exv31w2.txt
<DESCRIPTION>EXHIBIT 31.2
<TEXT>
<PAGE>

                                                                    EXHIBIT 31.2

                                ALBERTSON'S, INC.
                    CERTIFICATIONS PURSUANT TO SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

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 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
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this 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 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-15(e) and 15d-15(e)) and internal control over
     financial reporting (as defined in Exchange Act Rules 13a-15(f) and
     15d-15(f)) for the registrant and have:

     a)   Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, 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 report is being prepared;

     b)   Designed such internal control over financial reporting, or caused
          such internal control over financial reporting to be designed under
          our supervision, to provide reasonable assurance regarding the
          reliability of financial reporting and the preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c)   Evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     d)   Disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's fourth fiscal quarter in
          the case of an annual report) that has materially affected, or is
          reasonably likely to materially affect, the registrant's internal
          control over financial reporting; and

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

     a)   All significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          control over financial reporting.


Date: May 31, 2006                      /s/ Felicia D. Thornton
                                        ----------------------------------------
                                        Felicia D. Thornton
                                        Executive Vice President
                                        and Chief Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.3
<SEQUENCE>24
<FILENAME>v21009exv31w3.txt
<DESCRIPTION>EXHIBIT 31.3
<TEXT>
<PAGE>

                                                                    EXHIBIT 31.3

                              NEW ALBERTSON'S, INC.
                    CERTIFICATIONS PURSUANT TO SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Lawrence R. Johnston, certify that:

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

2.   Based on my knowledge, this 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
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this 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 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-15(e) and 15d-15(e)) and internal control over
     financial reporting (as defined in Exchange Act Rules 13a-15(f) and
     15d-15(f)) for the registrant and have:

     a)   Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, 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 report is being prepared;

     b)   Designed such internal control over financial reporting, or caused
          such internal control over financial reporting to be designed under
          our supervision, to provide reasonable assurance regarding the
          reliability of financial reporting and the preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c)   Evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     d)   Disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's fourth fiscal quarter in
          the case of an annual report) that has materially affected, or is
          reasonably likely to materially affect, the registrant's internal
          control over financial reporting; and

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

     a)   All significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          control over financial reporting.

                                        /s/ Lawrence R. Johnston
Date: May 31, 2006                      ----------------------------------------
                                        Lawrence R. Johnston
                                        Chairman of the Board, Chief
                                        Executive Officer and President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.4
<SEQUENCE>25
<FILENAME>v21009exv31w4.txt
<DESCRIPTION>EXHIBIT 31.4
<TEXT>
<PAGE>

                                                                    EXHIBIT 31.4

                              NEW ALBERTSON'S, INC.
                    CERTIFICATIONS PURSUANT TO SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Felicia D. Thornton, certify that:

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

2.   Based on my knowledge, this 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
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this 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 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-15(e) and 15d-15(e)) and internal control over
     financial reporting (as defined in Exchange Act Rules 13a-15(f) and
     15d-15(f)) for the registrant and have:

     a)   Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, 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 report is being prepared;

     b)   Designed such internal control over financial reporting, or caused
          such internal control over financial reporting to be designed under
          our supervision, to provide reasonable assurance regarding the
          reliability of financial reporting and the preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c)   Evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     d)   Disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's fourth fiscal quarter in
          the case of an annual report) that has materially affected, or is
          reasonably likely to materially affect, the registrant's internal
          control over financial reporting; and

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

     a)   All significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          control over financial reporting.

                                        /s/ Felicia D. Thornton
Date: May 31, 2006                      ----------------------------------------
                                        Felicia D. Thornton
                                        Executive Vice President
                                        and Chief Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>26
<FILENAME>v21009exv32w1.txt
<DESCRIPTION>EXHIBIT 32.1
<TEXT>
<PAGE>

                                                                    EXHIBIT 32.1

                            CERTIFICATION 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 period ended May 4, 2006 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), we, Lawrence R. Johnston
and Felicia D. Thornton, Chief Executive Officer and Chief Financial Officer,
respectively, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to our
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.

May 31, 2006


/s/ Lawrence R. Johnston
-------------------------------------
Lawrence R. Johnston
Chief Executive Officer


/s/ Felicia D. Thornton
-------------------------------------
Felicia D. Thornton
Chief Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>27
<FILENAME>v21009exv32w2.txt
<DESCRIPTION>EXHIBIT 32.2
<TEXT>
<PAGE>

                                                                    EXHIBIT 32.2

                            CERTIFICATION 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 New Albertson's, Inc.
(the "Company") for the period ended May 4, 2006 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), we, Lawrence R.
Johnston and Felicia D. Thornton, Chief Executive Officer and Chief Financial
Officer, respectively, of the Company, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that
to our 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.

May 31, 2006


/s/ Lawrence R. Johnston
-------------------------------------
Lawrence R. Johnston
Chief Executive Officer


/s/ Felicia D. Thornton
-------------------------------------
Felicia D. Thornton
Chief Financial Officer
</TEXT>
</DOCUMENT>
</SUBMISSION>
