Sample Business Contracts

1990 Deferred Compensation Plan [Termination] - Albertson's Inc.

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                        TERMINATION OF ALBERTSON'S, INC.
                         1990 DEFERRED COMPENSATION PLAN

     This   instrument   terminating   the   Albertson's,   Inc.  1990  Deferred
Compensation  Plan (the "1990  Plan") is made by  Albertson's,  Inc., a Delaware
corporation (the "Corporation") effective December 31, 1999.


A.   The Board of  Directors  (the  "Board")  of the  Corporation,  pursuant  to
     Section 10.2 of the Plan, retained the right to terminate the 1990 Plan.

B.   The  Corporation  has  established  the  Albertson's,  Inc.  2000  Deferred
     Compensation  Plan and, as a result,  the Board has  determined  that it is
     advisable  to  terminate  the 1990  Plan and has  terminated  the 1990 Plan
     pursuant to a resolution duly adopted by the Board at a regularly scheduled
     meeting  of the  Board  held on  November  30,  1999,  and such  resolution
     continues in full force and effect.

                                BOARD RESOLUTION

     WHEREAS, upon the recommendation of the Grantor Trust Committee,  the Board
of Directors of the Corporation deems it advisable to terminate the Albertson's,
Inc. 1990 Deferred  Compensation Plan ("1990 Plan") effective  December 31, 1999
pursuant to Section 10.2 of the Plan;

     NOW, THEREFORE, BE IT HEREBY RESOLVED, (a) that the 1990 Plan be terminated
effective  December 31, 1999 pursuant to Section 10.2 of the 1990 Plan; (b) that
Participant  deferrals  under the Plan cease as of such date;  (c) that benefits
payable  under the 1990 Plan  shall be paid at such times and  pursuant  to such
terms and conditions as were effective  immediately  prior to the termination of
the 1990 Plan; and (d) that the Board of Directors,  the Grantor Trust Committee
and their duly  authorized  delegates  continue to have authority  under Section
10.1 of the 1990  Plan to amend  the  Plan,  in  whole or in part,  at  anytime;
provided, however, that no amendment shall be effective to decrease the benefits
or rights of any Participant theretofore accrued.

     IN WITNESS WHEREOF, the Corporation has caused its officer, duly authorized
by its Board of Directors,  to execute this instrument this 1st day of December,
1999, to be effective as of December 31, 1999.

                                               ALBERTSON'S, INC.
                                               a Delaware corporation

                                               By: /s/ Thomas R. Saldin
                                                   Thomas R. Saldin
                                                   Executive Vice President
                                                   and General Counsel