Sample Business Contracts

Release of Claims Agreement - Albertson's Inc. and Peter L. Lynch

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                                                                   July 24, 2003

Mr. Peter L. Lynch
9401 Riverside Drive
Boise, Idaho 83703

Dear Peter:

This  Release  of  Claims (this "Agreement") is  made  and  entered  into as  of
July 24, 2003, by and between  Albertson's,  Inc., a Delaware  corporation  (the
"Company"),  and you.  In  consideration  of the  Termination  Benefits  payable
pursuant to the letter  agreement  between you and the Company dated January 26,
2001, as amended by a letter  agreement  between you and the Company dated April
23, 2001 (as so amended,  the "Letter  Agreement") and in  consideration  of the
additional  benefits provided in Paragraph 3 of the Agreement,  you agree to the
following  terms and  conditions  as a condition of receiving  such  Termination
Benefits and the benefits provided in Paragraph 3.

          Terms not  defined  herein  shall  have the  meaning  set forth in the
          Letter Agreement.

     1.   This  Agreement  will be  effective  on the  eighth  day  after  it is
          executed by you,  provided  that you have not revoked  your release as
          provided below.

     2.   You and the Company  acknowledge that the Termination Date occurred on
          July 24, 2003. You agree that effective the day after the  Termination
          Date,  you hereby  resign (a) subject to the Letter  Agreement,  as an
          employee  of the  Company,  (b) from the  Board  of  Directors  of the
          Company and from all other Company boards and offices, including those
          of any  affiliate  or  subsidiary  of the  Company,  and (c)  from all
          administrative, fiduciary or other positions you may hold or have held
          with  respect to  arrangements  or plans for,  of or  relating  to the
          Company.   The  Company  hereby  consents  to  and  accepts  all  such
          resignations.  After the Termination Date, neither the Company nor you
          will represent or state to any other party that you have any authority
          to act for or on behalf of the Company or have any  relationship  with
          the Company other than as a stockholder or as a special employee under
          the terms of the Letter  Agreement.  You and the  Company  acknowledge
          that your  resignation  from the Board of  Directors of the Company is
          not because of a disagreement  with the Company on any matter relating
          to the Company's operations, policies or practices.

     3.   You will  receive  the  Termination  Benefits in  accordance  with the
          Letter  Agreement.  In addition to the Termination  Benefits,  (a) you
          will continue to receive financial  counseling  services from AYCO for
          the period you are  classified as a special  employee under the Letter
          Agreement,  and (b) you will receive outplacement  services at a level
          commensurate  with your position as a senior  executive of the Company
          from a firm mutually agreeable to you and the Company.

     4.   You do hereby knowingly and voluntarily, fully and finally release and
          forever  discharge  the Company,  including  its related or affiliated
          companies, partnerships,  subsidiaries or other business entities, and
          its and their  present  and  former  respective  officers,  directors,
          shareholders,   members,  owners,  agents,   consultants,   employees,
          representatives,   insurers,   successors  and  assigns   (hereinafter
          referred to collectively as the "Released Parties"),  from any and all
          claims,  charges,  complaints,   liens,  demands,  causes  of  action,
          obligations,  damages and liabilities,  known or unknown, suspected or
          unsuspected,  that you had, now have, or may  hereafter  claim to have
          against the Released Parties, arising out of or relating in any way to
          your  employment  with or  separation  from the  Company or  otherwise
          relating to any of the  Released  Parties  from the  beginning of time
          through the date you sign this  agreement.  This release  specifically
          extends to, without  limitation,  claims or causes of action under any
          local,  state  and  federal  laws  governing   employment   relations,
          including but not limited to federal equal employment opportunity laws
          and federal and state labor statutes and regulations,  including,  but
          not limited  to,  Title VII of the Civil  Rights Act of 1964,  the Age
          Discrimination in Employment Act of 1967, and the Employee  Retirement
          Income Security Act of 1974, all as amended from time to time.


          With respect to the Released  Parties,  you expressly waive all rights
          afforded by any provision under Idaho or Delaware law, which generally
          provides  that a general  release  does not extend to claims which the
          creditor does not know or suspect to exist in his favor at the time of
          executing  the  release,  which if known by him must  have  materially
          affected  his  settlement  with the debtor.  Notwithstanding  any such
          foregoing provision or comparable provision,  you understand and agree
          that this  agreement is intended to include all claims,  if any, which
          you may have and which you do not now know or suspect to exist in your
          favor   against  the   Released   Parties  and  that  this   agreement
          extinguishes those claims.

          You expressly  waive all rights to termination  or severance  benefits
          except as may be provided in this Agreement and the Letter  Agreement.
          This release  specifically  extends to any rights under your Change of
          Control Severance Agreement dated as of November 1, 2002.

     5.   Notwithstanding  anything to the contrary  contained in this  release,
          you are not releasing any of your rights to the following:

          a.   To  indemnification as an officer or director pursuant to Section
               145 of the Delaware  General  Corporation Law.

          b.   To exercise  and  obtain,  in  accordance  with the terms of such
               options,  any and all the benefits  appurtenant to the options to
               purchase  the   Company's   common  stock  held  by  you  on  the
               Termination Date; or

          c.   To continuation  coverage, at your expense, as provided under the
               Consolidated  Omnibus Budget  Reconciliation  Act of 1985 (COBRA)
               and any other continuation  coverage as provided under applicable
               state law.

          d.   Any of your rights to enforce the Letter Agreement.

     6.   You  acknowledge  that the  Company  has  advised  you that you should
          consult  with an  attorney  of your  choosing  prior to  signing  this
          agreement and that you have been given at least twenty-one days during
          which to review and consider the provisions of this  agreement  before
          signing,  although you may sign and return it sooner if you so desire.
          You further acknowledge that you have been advised by the Company that
          you have the right to revoke this agreement for a period of seven days
          after signing it and that this agreement shall not become effective or
          enforceable until such seven-day  revocation  period has expired.  You
          acknowledge and agree that if you wish to revoke this  agreement,  you
          must do so in writing,  and that such revocation must be signed by you
          and received by Lawrence R.  Johnston,  Chief  Executive  Officer,  at
          Albertson's  Inc., 250 E.  Parkcenter  Blvd.,  Boise,  Idaho 83706, no
          later than 5:00 p.m.  Mountain Standard Time, on the seventh day after
          you have signed this agreement. You acknowledge and agree that, in the
          event  that you  revoke  this  agreement,  you shall  have no right to
          receive the Termination  Benefits as described in the Letter Agreement
          or the benefits described in Paragraph 3.

     7.   You agree that you will not,  without the prior written consent of the
          Company,  on your behalf or on behalf of any person,  firm or company,
          directly or indirectly,  attempt to influence,  persuade or induce, or
          assist any other person in so persuading or inducing,  any employee of
          the Company or any  subsidiary or affiliate of the Company to give up,
          or to not  commence,  employment or a business  relationship  with the
          Company or any subsidiary or affiliate of the Company.

     8.   You agree that you will not,  without the prior written consent of the
          Company,  on your behalf or on behalf of any person,  firm or company,
          directly or indirectly, engage or cause to be engaged in an employment
          or a  consulting  capacity any employee of the Company or a subsidiary
          or affiliate of the Company.


     9.   You agree  that you shall not  publish  or cause to be  published  any
          public or private  statement  disparaging the Company,  its related or
          affiliated  companies,  partnerships,  subsidiaries  or other business
          entities,  and its and their present and former  respective  officers,
          directors,  members,  shareholders,  owners, agents,  consultants,  or
          employees.  The  Company  agrees  not to make any  public  or  private
          statements disparaging you.

     10.  You shall  cooperate  with the Company,  its  affiliates,  and each of
          their   respective   attorneys   or   other   legal    representatives
          (collectively,  the "Company attorneys") in connection with any claim,
          litigation, or judicial or arbitral proceeding which is now pending or
          may  hereinafter be brought  against the Company and/or its affiliates
          by any third party. Your duty of cooperation shall include, but not be
          limited to, (a) meeting with the Company  attorneys by telephone or in
          person  at  mutually  convenient  times  and  places in order to state
          truthfully  your  knowledge  of matters at issue and  recollection  of
          events;  (b)  appearance by you (that does not conflict with the needs
          or  requirements  of  your  then-current  employer)  as a  witness  at
          depositions or trials,  without  necessity of a subpoena,  in order to
          state  truthfully your knowledge of matters at issue; and (c) signing,
          upon the Company attorneys'  request,  declarations or affidavits that
          truthfully  state  matters of which you have  knowledge.  The  Company
          shall promptly  reimburse you for your actual and reasonable travel or
          other expenses that you may incur in  cooperating  with the Company in
          this  Paragraph  10. You shall provide such other  cooperation  as the
          Company  may   reasonably   request  to  assist  the  Company  in  the
          administration  of  its  business,  it  being  expressly  agreed  that
          requests for such cooperation  which do not require more than four (4)
          hours of your time in any 30-day  period are  reasonable.  You further
          agree  that  you  will  immediately  forward  to the  Company's  Chief
          Executive Officer any business information related to the Company that
          inadvertently  has been  directed to you.  The Company  agrees that it
          will  immediately  forward  to you any  mail  addressed  to you at the
          Company's  offices which does not relate to the Company's  business or

          In addition,  for a period of 12 months  beginning on the  Termination
          Date,  you agree to  cooperate  with the Company  from time to time to
          provide  information  or answer  questions  with  respect to financial
          matters  with which you are  familiar as  reasonably  requested by the
          Company.  You also agree  during such  12-month  period to furnish the
          Company  with such  certificates  as it may from time to time  request
          regarding  (i) the  truthfulness,  accuracy  and  completeness  of the
          Company's books and records with which you are familiar,  and (ii) the
          adequacy of the Company's  disclosure  controls and internal  controls
          with which you are familiar.

     11.  Without the express  prior written  consent of the Company,  you shall
          never disclose, communicate,  divulge, furnish, make accessible to any
          person,  firm,  partnership,  corporation or other entity,  or use for
          your own benefit or purposes,  any  information of a  confidential  or
          proprietary  nature  obtained from or  pertaining to the Company,  its
          assets or business,  including  information  concerning  the Company's
          current or future  proposed  business  plans,  processes,  operational
          methods,   customer  lists,  trade  secrets,   suppliers,   employees'
          personnel  files and  compensation,  financial  affairs  or  marketing

     12.  You  represent  and agree that  neither you nor anyone  acting on your
          behalf  has  assigned  or  transferred,  or  attempted  to  assign  or
          transfer, to any person or entity, any of the claims you are releasing
          in this agreement.

     13.  You  represent  that you have not  filed,  initiated,  or caused to be
          filed or initiated,  any legal action  covering any claim  released in
          this  agreement and hereby agree and promise that you will never file,
          initiate, or cause to be filed or initiated, at any time subsequent to
          the execution of this agreement,  any claim, suit, complaint,  action,
          or cause of action,  in any state or federal court,  based in whole or
          in part on the  matters  herein  released,  except to the extent  such
          waiver is prohibited by law,  order or  regulation.  You further agree
          not to seek any recovery  arising out of,  based upon,  or relating to
          matters  released  hereunder,  and  agree  you  will  not  voluntarily
          participate,  assist, or cooperate in any suit,  action, or proceeding
          against or regarding  the  Released  Parties,  or any of them,  unless
          compelled by law or except to the extent such waiver is  prohibited by
          law, order or regulation.


     14.  You  acknowledge  that you might  hereafter  discover facts  different
          from, or in addition to, those you now know or believe to be true with
          respect to a claim or claims released herein,  and you expressly agree
          to assume the risk of possible  discovery of  additional  or different
          facts, and agree that this agreement shall be and remain effective, in
          all respects,  regardless of such  additional or different  discovered

     15.  By signing this release, you represent and certify that:

          a.   Based on your  knowledge,  the  Company's  annual report filed on
               April  24,  2003 and the  Company's  quarterly  reports  filed on
               September   13,  2002,   December  11,  2002  and  June  6,  2003
               (collectively, the "Reports") do not contain any untrue statement
               of a material fact or omit to state a material fact  necessary to
               make  the  statements  made  in  each  Report,  in  light  of the
               circumstances   under  which  such   statements  were  made,  not
               misleading  with respect to the period  covered be the applicable

          b.   Based on your  knowledge,  the  financial  statements,  and other
               financial information contained in the Reports, fairly present in
               all  material  respects  the  financial  condition,   results  of
               operations  and cash flows of the  Company  as of,  and for,  the
               periods presented in each Report.

          c.   You have  disclosed to the  Company's  auditors and the Company's
               Audit Committee (i) that there are no significant deficiencies in
               the  design  or  operation  of  internal   controls  which  could
               adversely  affect  the  Company's  ability  to  record,  process,
               summarize  and  report  financial  data  and  that  there  are no
               material  weakness in the  Company's  internal  controls and (ii)
               there has been no fraud,  whether or not material,  that involves
               management or other employees who have a significant  role in the
               registrant's internal controls.

     16.  If  any  provision  of  this  Agreement  shall  be  determined   under
          applicable law to be overly broad in duration,  geographical coverage,
          substantive  scope,  or  otherwise,  such  provision  shall be  deemed
          narrowed to the broadest term permitted by applicable law and shall be
          enforced  as  so  narrowed.   If  any  provision  of  this   Agreement
          nevertheless  shall be unlawful,  void, or unenforceable,  it shall be
          deemed  severable  from and shall in no way  affect  the  validity  or
          enforceability  of the remaining  provisions of this  Agreement.  This
          Agreement will survive the  performance  of the specific  arrangements
          herein. This Agreement is binding on and shall inure to the benefit of
          the  Company  and you and  each of our  respective  heirs,  executors,
          administrators, successors and assigns.

     17.  The validity,  interpretation,  construction  and  performance of this
          Agreement  shall in all  respects be governed by the laws of Delaware,
          without reference to principles of conflict of law.

     18.  This  Agreement  may  be  executed  in one or  more  counterparts,  or
          duplicates  of  originals,   all  of  which,  taken  together,   shall
          constitute one and the same instrument.

                                            Very truly yours,

                                            /s/ Lawrence R. Johnston

                                            Lawrence R. Johnston
                                            Chairman and Chief Executive Officer
                                            ALBERTSON'S, INC.


                    By signing this agreement, I acknowledge that I have had the
                    opportunity  to seek the advice of an attorney in connection
                    with the negotiation and execution of this agreement; that I
                    have read this agreement and  understand  its terms;  that I
                    have  had  sufficient  time  within  which to  consider  the
                    provisions of this  agreement,  and that I entered into this
                    agreement freely, voluntarily, and without coercion.

Agreed and accepted this 24th day of July, 2003 in Boise, Idaho.

/s/ Peter L. Lynch
Peter L. Lynch