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

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