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

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC