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Executive ASRE Makeup Plan - Albertson's Inc.

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                            ALBERTSON'S, INC.

                      EXECUTIVE ASRE MAKEUP PLAN

              Established  Effective September 26, 1999


                           TABLE OF CONTENTS
ARTICLE I    - DEFINITIONS..............................................1

ARTICLE II   - ADMINISTRATION...........................................4

ARTICLE III  - PARTICIPATION............................................4


ARTICLE V    - CREDITING OF ACCOUNTS....................................6

ARTICLE VI   - COMMENCEMENT OF BENEFITS.................................6

ARTICLE VII  - BENEFICIARY DESIGNATION..................................8

ARTICLE VIII - FUNDING..................................................8

ARTICLE IX   - AMENDMENT AND TERMINATION................................9

ARTICLE X    - FINANCIAL HARDSHIP WITHDRAWALS...........................9

ARTICLE XI   - CLAIMS PROCEDURE.........................................9

ARTICLE XII  - GENERAL PROVISIONS......................................11


                             ALBERTSON'S, INC.
                           EXECUTIVE ASRE MAKEUP PLAN

                 Established Effective September 26, 1999

     Albertson's,  Inc., a Delaware  corporation  (the  "Company"),  does hereby
establish,  effective  October 1, 1999,  the  Albertson's,  Inc.  Executive ASRE
Makeup Plan (the "Plan") as an unfunded deferred compensation  arrangement for a
select  group  of  management  or  highly  compensated  employees.  The  Plan is
implemented  with the  intention  that it will aid in retaining  and  attracting
employees of  exceptional  ability by providing  such  employees with a means to
supplement their income at retirement.

                               ARTICLE I

     For purposes of the Plan,  the  following  words and phrases shall have the
following  meanings  unless a  different  meaning  is  plainly  required  by the

     1.1 "Account" means the bookkeeping  account on behalf of each Participant,
maintained and valued in accordance with Article VIII.

     1.2 "ASRE" means the Albertson's  Savings & Retirement  Estates, as amended
from time to time.

     1.3  "Base  Salary"   means,   with  respect  to  each   Participant,   the
Participant's annual rate of salary (determined as of the first day of each Plan
Year and  unaffected  by any  changes  during  the Plan Year)  before  reduction
pursuant to the Plan or any other  deferred  compensation  plan or salary reduc-
tion  arrangement,  but  excluding  bonuses,  option  awards  or other  forms of
remuneration not included in the Participant's annual rate of salary.

     1.4 "Beneficiary" or "Beneficiaries" means the person or persons designated
under  Article  VII to receive any  benefits  in the event of the  Participant's

     1.5  "Board" means the Board of Directors of the Company.

     1.6  "Change in  Control"  shall mean the  occurrence,  in a single  trans-
action or series of  transactions  after  September  26, 1999, of any one of the
following events or circumstances:

          (a)  merger,  consolidation  or  reorganization  where the  beneficial
     owners  of  the  Voting  Securities   immediately  preceding  such  merger,
     consolidation  or  reorganization  beneficially  own  less  than 80% of the
     securities  possessing the right to vote to elect directors or to authorize
     a merger,  consolidation  or  reorganization  with respect to the survivor,
     after giving effect to such merger, consolidation or reorganization;

          (b) merger,  consolidation or  reorganization of the Company where 20%
     or more of the incumbent directors of the Company are changed;

          (c)  acquisition  by any person or group,  as defined for  purposes of
     Section 13(d) of the  Securities  Exchange Act of 1934,  as amended,  other
     than a  trustee  or other  fiduciary  holding  Voting  Securities  under an
     employee benefit plan of the Company (or a corporation  owned,  directly or
     indirectly,  by the holders of Voting  Securities in substantially the same
     proportion as their ownership of Voting Securities) of beneficial

                                     Page 1


     ownership of 20% or more of the Voting  Securities  (such amount to include
     any Voting Securities acquired prior to September 27, 1999);

          (d) during any period of two consecutive years, individuals who at the
     beginning  of such period  constitute  the Board of  Directors  and any new
     director (other than a director designated by a person who has entered into
     an agreement with the Company to effect a transaction  described in clauses
     (a),  (b), (c) or (e) of this  paragraph)  whose  election by the Company's
     shareholders  was  approved  by a vote of at  least  two-thirds  (b) of the
     directors still in office who either were directors at the beginning of the
     period or whose  election or  nomination  for  election was  previously  so
     approved, cease for any reason to constitute a majority thereof; or

          (e)  approval  by  the  shareholders  of  the  Company  of a  plan  of
     liquidation or dissolution  with respect to the Company or an agreement for
     the sale or  disposition  by the  Company of all or  substantially  all the
     Company's assets; provided, that in the event the exact date of a Change in
     Control cannot be determined, such Change in Control will be deemed to have
     occurred on the earliest date on which it could have occurred.

     1.7 "Code" means the Internal Revenue Code of 1986, as amended.

     1.8 "Committee" means the Grantor Trust Committee appointed by the Board to
administer  the Plan,  or such other  administrative  committee of not less than
three (3) persons that the Board shall designate.

     1.9  "Company"  means  Albertson's,  Inc., a Delaware  corporation,  or its
successor or successors.

     1.10 "Compensation" means a Participant's straight-time earnings, overtime,
and any bonus or other  amounts  paid by the  Employer  by  reason  of  services
performed by the Participant  (including payments pursuant to amounts previously
deferred  under the  Albertson's,  Inc. 2000 Deferred  Compensation  Plan or any
other nonqualified  deferred  compensation plan), and wage replacement  benefits
under  Company-sponsored  programs for either  occupational or  non-occupational
disability benefits,  except as provided in (a)(iv) below, before deductions are
authorized by the Participant or required by law to be withheld.

          (a) Notwithstanding the foregoing, a Participant's  Compensation shall
     be determined without taking into account any of the following:

               (i)  Contributions  or  payments  by the  Employer on behalf of a
          Participant  under any  employee  benefit  plan (other  than  payments
          pursuant to a nonqualified deferred compensation plan),  including but
          not limited to ASRE and any health or welfare plan;

               (ii)  Compensation  that is not  subject to  employer  income tax
          withholding under Code Section 3402 (or any successor thereof), except
          such Compensation as is provided in paragraph (c) below;

               (iii) Income  caused by the  exercise of stock  options and stock
          appreciation rights;

               (iv) Income attributable to benefits received under the long-term
          disability plan maintained by the Employer; and income attributable to
          severance from employment with the Employer.

          (b) A Participant's Compensation for purposes of the Plan shall be the
     Compensation  paid to him/her during the relevant portion of the Plan Year,
     irrespective of when such Compensation is actually earned.

                                     Page 2


          (c)  Except  as is  expressly  provided  to  the  contrary  herein,  a
     Participant's  Compensation  shall include (i) his/her  deferrals under the
     Albertson's,  Inc.  2000  Deferred  Compensation  Plan,  and  (ii)  his/her
     contributions  and any  amount  covering  employee  contributions  from the
     pre-tax health care premium payment  arrangement  under the American Stores
     Company  Before  Tax  Plan  or any  similar  arrangement  sponsored  by the
     Employer pursuant to Code Section 125.

     1.11 "Compensation Committee" means the Compensation Committee appointed by
the Board to  establish  and review the annual  salaries and bonuses paid to the
elected officers and the Executive Vice Presidents of the Company,  to establish
the bonus  policy for all the  officers of the Company  and to  establish  stock
option plans and grant options pursuant thereto,  or such other committee of not
less than three (3) persons that the Board shall designate.

     1.12  "Deferral  Agreement"  means  the  written  participation   agreement
(substantially  in the form attached to this Plan) that shall be entered into by
the  Employer  and a  Participant  pursuant to Article III with  respect to such

     1.13  "Effective Date" means September 26, 1999.

     1.14  "Eligible  Employee"  means any  employee of an Employer who (a) is a
participant  in ASRE,  (b) (i) holds a position of Vice President or above or is
in the  Company's  Salary  Administration  Program and (ii) has a Base Salary of
$77,873 or more (as indexed pursuant to the Salary Schedule Adjustment), and (c)
satisfies  such  other  criteria  as may be  established  by the  Committee.  An
employee shall cease to be an Eligible Employee if the employee does not receive
Compensation  for  four  (4) or  more  consecutive  weeks.  Notwithstanding  the
foregoing,  no participant in the American Stores Company Supplemental Executive
Retirement  Plan shall be  considered an Eligible  Employee  prior to January 1,

     1.15 "Employer" means the Company and any of its Subsidiaries.

     1.16 "ERISA" means the Employee  Retirement Income Security Act of 1974, as

     1.17 "Grantor Trust  Committee"  means that  committee created by the Board
pursuant to  resolutions  adopted on August 29, 1988,  to  administer  and amend
certain Company deferred compensation plans and trusts.

     1.18 "Fiscal Year" means the fiscal year of the Company.

     1.19 "Investment  Options" means the securities or funds  identified by the
Committee  from  time  to  time  as the  investments  available  as  the  growth
measurement mechanism for Accounts under the Plan.

     1.20 "Participant"  shall have  the  meaning  provided  under  Section  3.1

     1.21 "Plan" means this Albertson's,  Inc. Executive ASRE Makeup Plan, as it
may be amended from time to time.

     1.22 "Plan  Year"  means the period  beginning  on the  Effective  Date and
ending on December 31, 1999 and each 12-month period thereafter.

                                     Page 3


     1.23 "Salary  Administration  Program" means the program established by the
Company for the administration of the salaries of employees of the Company.

     1.24 "Salary Schedule Adjustment" means the annual percentage adjustment to
the medians of the pay grades (i.e.,  salaried  grades) of the Company's  Salary
Administration Program.

     1.25  "Subsidiary"  means any corporation,  partnership,  limited liability
company,  venture  or other  entity  in  which  the  Company  has,  directly  or
indirectly, at least a 50% ownership interest.

     1.26  "Total  Disability"  means the  complete  inability  of the  Eligible
Employee  to perform  any and every duty of his or her  regular  occupation,  as
determined by the Committee in its sole and absolute discretion.

     1.27 "Voting  Securities" means securities  possessing the right to vote to
elect directors or to authorize a merger, consolidation or reorganization of the

                                   ARTICLE II

     2.1 The Plan shall be  administered  by the Committee.  The Committee shall
have the  authority to  interpret  the Plan,  to establish  and revise rules and
regulations  relating  to the  Plan,  to make any other  determinations  that it
believes  necessary  or  advisable  for the  administration  of the  Plan and to
delegate  such  administrative  powers  and  duties as it shall  determine.  All
decisions of the Committee shall be by a vote of the majority of its members and
shall be final and binding unless the Board shall determine  otherwise.  Members
of the Committee who are Eligible  Employees shall be eligible to participate in
the  Plan  while  serving  as a member  of the  Committee,  but a member  of the
Committee  shall not vote or act upon any matter  which  relates  solely to such
member as a Participant.

     2.2 The  Employer  shall  indemnify  and hold  harmless  the members of the
Committee and their delegates against any and all claims, loss, damage,  expense
or liability arising from any action or failure to act with respect to the Plan,
except in the case of gross negligence or willful misconduct.

                                   ARTICLE III

     3.1 An Eligible  Employee shall  automatically  become a Participant in the
Plan  immediately  upon  becoming  an  Eligible  Employee  and  shall  remain  a
Participant  until  the  earlier  of the  Participant's  death  or the  complete
distribution of the Participant's Account.

     3.2 An Eligible Employee electing to defer  compensation in accordance with
this Article III shall have the right to determine  his or her deferred  amounts
for each Plan Year,  subject to the  limitations  set forth in this Article III.
Such deferred amounts shall reduce the amount of the Participant's  Compensation
that is to be paid to the Participant in the Plan Year of reference.

     3.3 (a) By such date as the Committee shall  determine,  but not later than
     the December 31  immediately  preceding the first day of each Plan Year, an
     Eligible   Employee  may  elect  to  defer  a  percentage  of  his  or  her
     Compensation  for such  Plan  Year;  provided,  however,  that  the  amount
     deferred  may not exceed  the  amount  necessary  to  receive  the  maximum
     Employer matching contribution under ASRE and the Plan, as determined by

                                     Page 4


     the Committee.  Such election shall be effected by the execution of a valid
     Deferral Agreement, timely filed with the Committee.

          (b) Each validly executed and timely filed Deferral Agreement shall be
     effective for the first Plan Year for which it is timely filed and for each
     succeeding  Play Year,  until (i)  modified  or  revoked by a  subsequently
     timely filed,  validly executed Deferral  Agreement  applicable to any such
     succeeding Play Year, (ii) the  Participant's  eligibility  ceases or (iii)
     the Participant terminates employment with the Employer for any reason. Any
     Eligible Employee who fails to have on file with the Committee with respect
     to any Plan Year a timely filed,  validly executed Deferral Agreement shall
     not defer Compensation under the Plan in such Plan Year.

          (c) Except as provided in  Articles  VI and X, each  validly  executed
     Deferral  Agreement  filed  with the  Committee  may not be  terminated  or
     modified by the Participant until the first day of the succeeding Plan Year
     by timely filing with the Committee  prior to such date a validly  executed
     Deferral Agreement.

     3.4  Notwithstanding  anything in  the Plan to the contrary,  the Committee
shall be  authorized  to take such steps as may be  necessary to ensure that the
Plan is and remains at all times an unfunded deferred  compensation  arrangement
for a select group of management  or highly  compensated  employees,  within the
meaning of ERISA and the Code or such other successor or applicable laws.

                                   ARTICLE IV

     4.1 The  Committee  shall  establish  and  maintain a separate  bookkeeping
Account  on behalf of each  Participant.  The value of an Account as of any date
shall equal the credits for deemed Employer  contributions  (including deferrals
elected by Participants) made by the Employer to such Account in accordance with
Article V, adjusted for earnings and losses pursuant to this Article IV, through
the day  preceding  such date and less all payments  made by the Employer to the
Participant or his/her Beneficiary through the day preceding such date.

     4.2 Unless  otherwise  delegated,  the Committee has the sole discretion to
determine the  Investment  Options  available as the  measurement  mechanism for
earnings  or losses on Accounts  under the Plan,  the manner and extent to which
elections  may be made,  the  method of valuing  the  Accounts  and the  various
Investment  Options and the method of  crediting  the Accounts  with,  or making
other adjustments as a result of dividend  equivalents,  interest equivalents or
other earnings or return on such Accounts.

            (a) The  amounts in each  Participant's  Account  shall be deemed to
     have been invested and reinvested in the Investment  Options  designated by
     the Participant.  A Participant may make changes in his/her  designation of
     Investment  Options  in the  same  manner  and to the same  extent  as such
     changes are made under  ASRE.  Accounts  and  Investment  Options  shall be
     valued,  and  adjustments  made, if necessary,  in the same manner as under

     4.3 The Company  shall not be required to purchase,  hold or dispose of any
securities  representing  the  Investment  Options  designated by a Participant.
Participants shall not have any voting rights or any other ownership rights with
respect to the Investment Options in which their Accounts are deemed invested.

     4.4 The Account shall be valued by the Committee as of each December 31.

                                     Page 5


The  Account  may also be valued by the  Committee  as of any other  date as the
Committee may authorize for the purpose of  determining  the Account for payment
of benefits, or any other reason the Committee deems appropriate.

     4.5 The Committee shall submit to each Participant periodic statements,  at
least annually, in such form as the Committee deems desirable, setting forth the
balance standing to the credit of each Participant in his/her Account.

     4.6 A Participant shall be vested in his/her Account to the same extent and
in the same  proportion  that the Company  contribution  under Section 5.1(b) is
treated as vested  under the terms of ASRE.  Notwithstanding  the  foregoing,  a
Participant  shall be 100%  vested in his/her  Account at all times  following a
Change in Control.

                                    ARTICLE V
                              CREDITING OF ACCOUNTS

     5.1 A Participant under the Plan shall be credited (as a bookkeeping entry)
to such Participant's  Account an amount equal to the deferral amount elected by
the Participant  under the Deferral  Agreement,  together with the excess of the
amount  described in Section 5.1(a) over the amount  described in Section 5.1(b)
as follows:

          (a) The amount equal to the  contribution  the Employer  would make to
     ASRE on behalf of the Participant for the Plan Year,  without regard to any
     limitations imposed by the Code based on the Participant's Compensation for
     such Plan Year.

          (b) The amount equal to the Employer's actual  contribution to ASRE on
     behalf of the Participant for such Plan Year.

Although the Employer  contribution  shall  typically be actually  determined or
credited in the Plan Year following the Plan Year to which it  corresponds,  the
contribution  shall be credited  effective as of the date the Employer  made the
actual contribution to ASRE for such Plan Year.

                                   ARTICLE VI
                            COMMENCEMENT OF BENEFITS

     6.1 The amount credited to a Participant's  Account shall be distributed to
such  Participant  in the form(s)  provided  under this Article VI commencing as
soon as administratively  practicable,  but effective as of the first day of the
month  immediately  following  the  occurrence of the first  distribution  event
selected by the Participant in his or her  distribution  form. A Participant may
select any or all of the  following  distribution  events:  (a)  termination  of
employment,  (b) death,  (c) Total  Disability and (d) attainment of a specified
age on or after age 59 1/2.

     6.2  In  the  event  of  a  Participant's   death  prior  to  the  complete
distribution of his/her Account, the balance of such Participant's Account shall
be distributed to such  Participant's  Beneficiary in the form(s) provided under
Section 6.3(b) commencing as soon as administratively practicable following such
death, but effective as of the first day of the month immediately  following the
date of such Participant's death.

     6.3 (a) Except as otherwise provided in this Section 6.3, the entire amount
     credited to a  Participant's  Account shall be paid in one of the following
     forms selected on the  Participant's  distribution  form: (i) a single lump
     sum, (ii) 60 approximately equal monthly installments, (iii)

                                     Page 6


     120  approximately  equal monthly  installments  or (iv) 180  approximately
     equal  monthly  installments,   as  the  Participant  shall  elect  in  any
     distribution form; provided,  however, that in the absence of such election
     in  any  distribution   form,  the  respective   amounts  credited  to  the
     Participant's  Account shall be payable in 120 approximately  equal monthly
     installments.  The Participant  shall not be entitled to select a different
     form  of  distribution   with  respect  to  the  amounts  credited  to  the
     Participant's  Account in each Plan Year.  Instead,  the distribution  form
     selected  by the  Participant  shall  apply to the  entire  balance  of the
     Participant's  Account. The Participant may modify the form of distribution
     selected by the Participant;  provided that such  modification is made on a
     validly  executed  and timely  filed  distribution  form at least 12 months
     prior to the date on which any  distributions of the Participant's  Account
     shall have commenced.

          (b) In the  event of the  Participant's  death  prior to the  complete
     distribution of his/her Account,  the balance of the Participant's  Account
     shall be paid to the  Participant's  Beneficiary  over the remainder of the
     period  provided  in  Section  6.3(a).  Upon  written  application  to  the
     Committee no later than 60 days following  notification  to the Beneficiary
     of his/her  entitlement to benefits under the Plan,  such  Beneficiary  may
     request  that  the  Committee   approve  an  alternative   single  form  of
     distribution that would apply to the balance of the Participant's  Account.
     The Committee,  after considering  all the facts  and circumstances that it
     deems relevant (including, for example, the effect of such alternative form
     of  distribution on the finances of the Employer and the financial needs of
     the Beneficiary),  shall determine in its sole discretion whether to permit
     the  alternative  form of  distribution.  In the  event of the death of the
     Participant's  last Beneficiary  prior to the complete  distribution of the
     Participant's  Account,  the balance of the Participant's  Account shall be
     paid in a single lump sum to the deceased Beneficiary's estate.

          (c) Notwithstanding  anything in this Section 6.3 to the contrary,  in
     the  event  that  the  value of a  Participant's  Account  does not  exceed
     $30,000, as of the date benefits first become distributable,  the Committee
     shall cause such  Participant's  Account to be distributed in a single lump
     sum payment.

          (d)  Notwithstanding  anything in this Plan to the contrary,  benefits
     shall not be paid to a Participant who is a "covered employee" as that term
     is defined in Code  Section  162(m)  until the  Participant  is no longer a
     "covered employee".

     6.4  Notwithstanding  anything in this Article VI to the contrary,  benefit
payments under the Plan shall cease as of the first day the Participant  returns
to employment with an Employer. Upon such return to employment,  the Participant
shall, if eligible, participate in the Plan as provided in Article III.

     6.5 If the  Participant  or the  Participant's  Beneficiary  is entitled to
receive any  benefits  hereunder  and is in his or her  minority,  or is, in the
judgment  of  the  Committee,  legally,  physically  or  mentally  incapable  of
personally  receiving and  receipting any  distribution,  the Committee may make
distributions  to a  legally  appointed  guardian  or to such  other  person  or
institution  as, in the judgment of the  Committee,  is then  maintaining or has
custody of the payee.

     6.6 After all benefits have been  distributed  in full  to the  Participant
or to the  Participant's  Beneficiary,  all  liability  under  the  Plan to such
Participant or to his/her Beneficiary shall cease.

                                     Page 7


     6.7 No benefit shall be subject in any manner to anticipation,  alienation,
sale, transfer,  assignment, pledge, encumbrance or charge by the Participant or
Beneficiary,  and any such  action  shall be void for all  purposes.  No benefit
shall in any manner be subject to the debts, contracts, liabilities, engagements
or  torts  of the  Participant  or  Beneficiary,  nor  shall  it be  subject  to
attachments   or  other  legal  process  for  or  against  the   Participant  or
Beneficiary, except to such extent as may be required by law.

     6.8 To the extent  required by law in effect at the time payments are made,
the Employer  shall  withhold  from  payments  made  hereunder the minimum taxes
required to be withheld by the federal or any state or local government.

                                   ARTICLE VII
                             BENEFICIARY DESIGNATION

     7.1  The  Participant  may,  at  any  time,   designate  a  Beneficiary  or
Beneficiaries  to receive the benefits payable in the event of his/her death and
may designate a successor  Beneficiary or  Beneficiaries to receive any benefits
payable  in the event of the death of any other  Beneficiary.  Each  Beneficiary
designation shall become effective only when filed in writing with the Committee
during the  Participant's  lifetime on a form  prescribed by the Committee.  The
filing  of a new  Beneficiary  designation  form  will  cancel  all  Beneficiary
designations  previously  filed. Any finalized divorce or marriage (other than a
common law  marriage)  of a  Participant  subsequent  to the date of filing of a
Beneficiary  designation  form shall  revoke such  designation.  The spouse of a
Participant  domiciled in a community  property  jurisdiction  shall join in any
designation  of  Beneficiary  or  Beneficiaries  other  than the  spouse.  If no
Beneficiary  shall be designated by the Participant,  or if his/her  Beneficiary
designation is revoked by marriage,  divorce or otherwise  without  execution of
another designation, or if the designated Beneficiary or Beneficiaries shall not
survive the Participant,  payment of the Participant's  Account shall be made to
the  Participant's  estate in a single  lump sum  payment.  Notwithstanding  any
provision  of this Plan to the  contrary,  any  Beneficiary  designation  may be
changed  by a  Participant  by the  written  filing  of  such  change  on a form
prescribed by the Committee.

                                  ARTICLE VIII

     8.1 All  benefits  hereunder  are intended to be in the form of an unfunded
obligation of the Employer.

     8.2 Nothing  contained herein shall create any obligation on the part of an
Employer to set aside or earmark  any monies or other  assets  specifically  for
payments under the Plan. Participants and their Beneficiaries, heirs, successors
and assigns shall have no legal or equitable rights,  interests or claims in any
property or assets of the Employer,  nor shall they be beneficiaries of, or have
any  rights,  claims  or  interests  in any  life  insurance  policies,  annuity
contracts  or the  proceeds  therefrom  owned or which  may be  acquired  by the
Employer  ("Policies").  Such Policies or other assets of the Employer shall not
be held under any fund for the  benefit of  Participants,  their  Beneficiaries,
heirs,  successors or assigns,  or held  in any  way as collateral  security for
the  fulfilling of the  obligations of the Employer under this Plan. Any and all
of the Employer's assets and Policies shall be, and remain,  for purposes of the
Plan, the general unpledged, unrestricted assets of the Employer. The Employer's
obligation  under the Plan shall be merely  that of an  unfunded  and  unsecured
promise of the Employer to pay money in the future.

     8.3 If a Participant or Beneficiary  becomes  entitled to a distribution of
benefits under the Plan, and if at such time the Participant has outstanding

                                     Page 8


any debt, obligation or other such liability representing an amount owing to the
Employer,  then the  Employer may offset such amount owing it against the amount
of benefits otherwise  distributable.  Such  determination  shall be made by the

                               ARTICLE IX
                       AMENDMENT AND TERMINATION

     9.1 The Board, the Committee or their duly authorized  delegates may at any
time amend the Plan in whole or in part;  provided,  however,  that no amendment
shall be  effective  to  decrease  the  benefits  or rights  of any  Participant
theretofore  accrued.  Written notice of such  amendment  shall be given to each

     9.2 The Board may at any time terminate the Plan. Upon  any  termination of
the Plan under this  Section  9.2,  each  Participant  shall cease to accrue any
benefit under the Plan, and all amounts shall  prospectively cease to accrue for
such Plan Year.  Benefits payable under the Plan shall be paid at such times and
pursuant to such terms and conditions as were effective immediately prior to the
termination of the Plan.

                                    ARTICLE X

     10.1 Subject to the provisions set forth herein, a Participant may withdraw
up to 100% of  his/her  Account as  necessary  to  satisfy  immediate  and heavy
financial needs of the Participant  which the Participant is unable to meet from
any other resource reasonably available to such Participant.  The amount of such
hardship withdrawal may not exceed the amount required to meet such need.

     10.2 (a) Upon written application,  the Committee,  in its sole discretion,
     may  grant  a  withdrawal  to the  Participant  for  any  of the  following
     unforeseen financial hardships:

               (i) unusual medical expenses  incurred by the Participant for the
          Participant or his or her dependents;

               (ii) special health requirements of the Participant or his or her
          dependents; or

               (iii)  any other  situation  which the  Committee  shall  deem to
          constitute financial hardship.

          (b) The Participant  shall be required to furnish  evidence of purpose
     and need to the Committee on forms prescribed by the Committee.

     10.3 Anything else to the contrary  notwithstanding,  a Participant  who is
covered  by the  floor-offset  arrangement  involving  ASRE and the  Albertson's
Salaried Employees' Pension Plan or the Albertson's Employees' Corporate Pension
Plan shall not be permitted to withdraw any portion of the Account  representing
credits for deemed Company  contributions  (other than matching  contributions),
and earnings thereon, prior to termination of employment.

                                     ARTICLE XI
                                CLAIMS PROCEDURE

     11.1 Each Claimant shall have the right to submit a Claim with respect to a
benefit sought hereunder. Written notice of any Claim hereunder must be given to
the Committee either personally or by certified or registered

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mail, return receipt requested, at the following address:

                              Albertson's, Inc.
                              Attn:  Grantor Trust Committee
                                     c/o Corporate Secretary
                              250 Parkcenter Blvd.
                              P.O. Box 20
                              Boise, Idaho 83726

Such Claim shall state with particularity:

            (a)   The benefit claimed; and

            (b)   All  facts  believed to be  relevant in connection  with  such

     11.2 Upon receipt of a Claim  hereunder,  the Committee  shall consider the
merits  of the Claim and  shall  within  90 days from the  receipt  of the Claim
render a decision on the merits and communicate the same to the Claimant. In the
event the Committee  denies the Claim in whole or in part, the Claimant shall be
so notified in writing,  which shall be  addressed  and  delivered to him or her
personally or by mail, and shall set forth the following in a manner  reasonably
calculated to be understood by the Claimant:

          (a) The reason or reasons for rejection of the Claim;

          (b) The provisions of the Plan and the  particular  provisions of law,
     if any, relied upon in reaching such determination;

          (c) A  description  of any  additional  information  needed  from  the
     Claimant  in  order  for  him or her to  perfect  his or her  Claim  and an
     explanation of why such information is necessary; and

          (d) A statement  outlining the Appellate Review Procedure as set forth
     in Section 11.3.

The failure of the Committee to render a decision on the merits of a Claim shall
be deemed to be a denial of such Claim and notice of such denial shall be deemed
to have been given to the Claimant on the  ninetieth  (90th) day from receipt by
the Committee of the Claim.

     11.3 Where a Claim has been or is deemed  denied,  the Claimant  shall have
the right  within 60 days after the date he or she receives or is deemed to have
been given notice that his or her Claim has been rejected,  in whole or in part,
to an Appellate  Review  Procedure as set forth  herein.  Such  procedure  shall
enable the Claimant to appeal from an adverse  decision by  delivering a written
request for an appeal to the  Committee  either  personally  or by  certified or
registered  mail,  return  receipt  requested.  Such request shall set forth the
reasons why the Claimant  believes the  decision  rejecting  his or her Claim is
erroneous and shall be signed by the Claimant  under oath.  Within 30 days after
such request is received,  the  Committee may conduct a review of the Claim at a
hearing at which the  Committee  may invite the  Claimant  to present his or her
views with respect to the merits of the Claim. Whether or not a hearing is held,
the Claimant  may submit  issues and  comments in writing to the  Committee  for
consideration at the hearing and may review pertinent documents. A decision with
respect to the merits of the Claim shall be rendered by the  Committee not later
than 60 days after the delivery of the written  request for an appeal  hereunder
unless special circumstances (such as holding a hearing) require an extension of
time for  processing,  and then no later  than  120 days  after  receipt  of the

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The Appellate  Review decision shall include  specific  reasons believed to sup-
port such decision,  including specific references to provisions of the Plan and
of law, shall be written in a manner reasonably  calculated to be  understood by
the Claimant and shall be delivered to the Claimant personally or by mail.

     11.4 No action shall be commenced  under Section  502(a)(1)(B) of ERISA, or
under any other  provision of law, until the Claimant shall first have exhausted
the Claims  Procedure  available  to him or her  hereunder,  provided  that such
Claimant  would not have been  irreparably  and  materially  harmed by any delay
occasioned  by this Claims  Procedure.  Insofar as the same is not  inconsistent
with  regulations  promulgated  under  Section 503 of ERISA,  relating to claims
procedures, any Claim under this Claims Procedure must be submitted within three
(3) months  from the  earlier of (a) the date on which the  Claimant  learned of
facts  sufficient to enable him or her to formulate such Claim,  or (b) the date
on which the Claimant  should  reasonably  have been expected to learn the facts
sufficient to enable him or her to formulate such Claim.  Claims submitted after
such  period  shall be  deemed to have been  waived  by the  Claimant  and shall
thereafter be wholly  unenforceable.  No statute of limitations  set forth under
either  Section 413 of ERISA,  or any  other applicable  provision of law, shall
be deemed to be  extended  in any way by the  period  of  limitations  set forth
herein with respect to this Claim(s) Procedure.

     11.5  All   references  in  this  Article  XI  to  Claimant  shall  include
representatives  who are duly  authorized  as such, in writing,  which  authori-
zation shall have been  delivered  to the  Committee at some stage of the Claims
Procedure.  After such written  authorization  is delivered,  copies of all sub-
sequent  communications  with the  Claimant  and  decisions  with respect to the
Claim, for which such authorization has been provided, shall be delivered to the
authorized representative, as well as to the Claimant.

                                   ARTICLE XII
                               GENERAL PROVISIONS

     12.1 Neither the  establishment of the Plan, nor any modification  thereof,
nor the  creation  of an  Account,  nor the  payment  of any  benefits  shall be
construed (a) as giving the  Participant,  Beneficiary or any other person,  any
legal  or  equitable   right  against   Employer  unless  such  right  shall  be
specifically  provided for in the Plan or conferred by affirmative action of the
Employer  in  accordance  with the terms and  provisions  of the Plan,  or(b) as
giving the  Participant the right to be retained in the service of the Employer,
and the  Participant  shall remain subject to discharge to the same extent as if
the Plan had never been established.

     12.2 A Participant  will  cooperate with the Employer by furnishing any and
all information  requested by the Employer in order to facilitate the payment of
benefits hereunder,  taking such physical  examinations as the Employer may deem
necessary  and taking  such other  relevant  action as may be  requested  by the
Employer.  If a Participant refuses so to cooperate,  the Employer shall have no
further obligation to the Participant under the Plan.

     12.3 All pronouns and any  variations  thereof  shall be deemed to refer to
the masculine,  feminine or neuter, as the identity of the person or persons may
require. As the context may require,  the singular may be read as the plural and
the plural as the singular.

     12.4  Any  notice  or  filing  required  or  permitted  to be  given to the
Committee  under the Plan shall be sufficient if in writing and hand  delivered,
or sent by registered or certified mail, to the principal office of the Company,
directed to the attention of the Corporate Secretary of the Company.

                                     Page 11


Such notice  shall be deemed given as of the date of delivery or, if delivery is
made by mail, as of the date shown on the  postmark or  receipt for registration
or certification.

     12.5 The validity of the Plan or any of its provisions  shall be determined
under and construed  according to the laws of the State of Idaho,  except to the
extent  Idaho law is  preempted  by federal  law,  including  but not limited to
ERISA. Should any provision of the Plan or any regulations adopted thereunder be
deemed or held to be unlawful  or invalid  for any  reason,  such fact shall not
adversely  affect the other  provisions or  regulations  unless such  invalidity
shall render  impossible or impractical the functioning or the Plan and, in such
case,  the  appropriate  parties  shall  immediately  adopt a new  provision  or
regulation to take the place of the one held illegal or invalid.

     12.6 Nothing  contained herein shall preclude an Employer from merging into
or with, or being acquired by, another business entity.

     12.7 The liabilities  under the Plan shall be binding upon any successor or
assign of an Employer and any purchaser of an Employer or  substantially  all of
the assets of an Employer, and the Plan shall continue in full force and effect.

     12.8  The  titles  of the  Articles  in the  Plan  are for  convenience  of
reference  only,  and, in the event of any  conflict,  the text rather than such
titles shall control.

     IN WITNESS WHEREOF, the Company has caused its officer,  duly authorized by
its Board of Directors, to execute the Plan this 1st day of December, 1999.

                                          ALBERTSON'S, INC.

/S/  Kaye L. O'Riordan                    By   /s/ Thomas R. Saldin
----------------------                         --------------------
                                          Its  Executive Vice President
                                               and General Counsel

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