DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT



     THIS DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT, dated as of _________

(this "Agreement"), is made by and between Albertson's, Inc., a Delaware

corporation (the "Company"), and ______________ ("Indemnitee").



                                    RECITALS



     A. It is important to the Company to attract and retain as directors and

officers the most capable persons reasonably available.



     B. Indemnitee is a director and officer of the Company.



     C. Both the Company and Indemnitee recognize the increased risk of

litigation and other claims being asserted against directors and officers of

companies in today's environment.



     D. The Company's Restated Certificate of Incorporation and By-laws (the

"Constituent Documents") provide that the Company will indemnify its directors

and officers and the Company's By-laws provide that the Company will advance

expenses in connection therewith, and Indemnitee's willingness to serve as a

director and officer of the Company is based in part on Indemnitee's reliance on

such provisions.



     E. In recognition of Indemnitee's need for substantial protection against

personal liability in order to enhance Indemnitee's continued service to the

Company in an effective manner, and Indemnitee's reliance on the aforesaid

provisions of the Constituent Documents, and to provide Indemnitee with express

contractual indemnification (regardless of, among other things, any amendment to

or revocation of such provisions or any change in the composition of the

Company's Board of Directors (the "Board") or any acquisition or business

combination transaction relating to the Company), the Company wishes to provide

in this Agreement for the indemnification of and the advancement of Expenses (as

defined in Section 1(c)) to Indemnitee as set forth in this Agreement and, to

the extent insurance is maintained, for the continued coverage of Indemnitee

under the Company's directors' and officers' liability insurance policies.



     NOW, THEREFORE, the parties hereby agree as follows:



     1. CERTAIN DEFINITIONS. In addition to terms defined elsewhere herein, the

following terms have the following meanings when used in this Agreement with

initial capital letters:



          () "AFFILIATE" has the meaning given to that term in Rule 405 under

the Securities Act of 1933, provided, however, that for purposes of this

Agreement the Company and its subsidiaries will not be deemed to constitute

Affiliates of Indemnitee or the Indemnitee.



          () "CLAIM" means any threatened, pending or completed action, suit or

proceeding, or any inquiry or investigation, whether instituted, made or

conducted by the Company or any other party, including without limitation any

governmental entity, that Indemnitee determines might lead to the institution of

any such action, suit or proceeding, whether civil, criminal, administrative,

arbitrative, investigative or other.



{PAGE}



          () "EXPENSES" includes attorneys' and experts' fees, expenses and

charges and all other costs, expenses and obligations paid or incurred in

connection with investigating, defending, being a witness in or participating in

(including on appeal), or preparing to defend, be a witness in or participate

in, any Claim.



          () "INDEMNIFIABLE LOSSES" means any and all Expenses, damages,

losses, liabilities, judgments, fines, penalties and amounts paid in settlement

(including without limitation all interest, assessments and other charges paid

or payable in connection with or in respect of any of the foregoing)

(collectively, "Losses") relating to, resulting from or arising out of any act

or failure to act by the Indemnitee, or his or her status as any person referred

to in clause (i) of this sentence, (i) in his or her capacity as a director,

officer, employee or agent of the Company, any of its Affiliates or any other

entity as to which the indemnitee is or was serving at the request of the

Company as a director, officer, employee, member, manager, trustee or agent of

another corporation, limited liability company, partnership, joint venture,

trust or other entity or enterprise, whether or not for profit and (ii) in

respect of any business, transaction or other activity of any entity referred to

in clause (i) of this sentence.



     2. BASIC INDEMNIFICATION ARRANGEMENT. The Company will indemnify and hold

harmless Indemnitee, to the fullest extent permitted by the laws of the State of

Delaware in effect on the date hereof or as such laws may from time to time

hereafter be amended to increase the scope of such permitted indemnification,

against all Indemnifiable Losses relating to, resulting from or arising out of

any Claim. The failure by Indemnitee to notify the Company of such Claim will

not relieve the Company from any liability hereunder unless, and only to the

extent that, the Company did not otherwise learn of the Claim and such failure

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