UNDERWRITING AGREEMENT



                                                                     May 3, 2004



Banc of America Securities LLC

Credit Suisse First Boston LLC

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Banc One Capital Markets, Inc.

Wachovia Capital Markets, LLC

Wells Fargo Securities, LLC

Wedbush Morgan Securities Inc.

The Williams Capital Group, L.P.



c/o Banc of America Securities LLC

9 West 57th Street

New York, NY  10019



Ladies and Gentlemen:



      Albertson's Inc., a Delaware corporation (the "COMPANY"), proposes,

subject to the terms and conditions stated herein, to issue and sell an

aggregate of 40 million 7.25% Hybrid Income Term Security (HITS(TM)(1)) Units

(the "UNITS") of the Company (the "FIRM SECURITIES") to the several underwriters

named in Schedule 1 hereto (the "UNDERWRITERS"). In addition, the Company

proposes to grant to the several Underwriters an option (the "OPTION") to

purchase up to an additional 6 million Units (the "OPTIONAL SECURITIES" and,

together with the Firm Securities, the "DESIGNATED SECURITIES"). The terms of

the Designated Securities are identified in Schedule 2 hereto. Banc of America

Securities LLC ("BAS") has agreed to act as the sole book-running manager along

with Credit Suisse First Boston LLC and Merrill Lynch, Pierce, Fenner & Smith

Incorporated as Representatives of the several Underwriters (in such capacity,

the "REPRESENTATIVES") in connection with the offering and sale of the

Designated Securities.



      Each of the Designated Securities initially will consist of a unit

(referred to as a "CORPORATE UNIT") with a stated amount of $25 (the "STATED

AMOUNT") comprised of (a) a stock purchase contract (a "PURCHASE CONTRACT" and,

collectively with each other Purchase Contract, the "PURCHASE CONTRACTS") under

which (i) the holder of a Corporate Unit (a "HOLDER" and, collectively with

other Holders of Corporate Units, the "HOLDERS") will purchase from the Company

no later than May 16, 2007 (the "SETTLEMENT DATE"), for $25 per Corporate Unit,

a number of shares (each, a "COMMON SHARE" and, collectively with all other

Common Shares that may be issued and sold by the Company upon settlement of the

Purchase Contracts, the "COMMON SHARES") of common stock, par value $1.00 per

share, of the Company (the "COMMON STOCK"), as set forth in the Purchase

Agreement (as defined below) and (ii) the Company will pay quarterly contract

adjustment payments at the rate of 3.50% of the Stated Amount per year, and (b)

a 1/40, or 2.5%, ownership interest in one of the Company's 3.75%



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1  "HITS" is a trademark of Banc of America Securities LLC

{PAGE}

Senior Notes due 2009 with a principal amount of $1,000 (a "SENIOR NOTE" and,

collectively with each other Senior Note, the "SENIOR NOTES").



      Each Common Share will have attached thereto a right (the "RIGHTS") to

purchase one one-thousandth of a share of Junior Preferred Stock of the Company.

The Rights have been issued pursuant to a Rights Agreement dated as of December

9, 1996 (as amended) (the "RIGHTS AGREEMENT") between the Company and American

Stock Transfer & Trust Company, as successor Rights Agent.



      In accordance with the terms of a Purchase Contract Agreement (the

"PURCHASE AGREEMENT") to be dated as of the First Delivery Date (as defined in

Section 2(a) hereof) between the Company and U.S. Bank Trust National

Association, as Purchase Contract Agent (the "PURCHASE CONTRACT AGENT"),

pursuant to which the Purchase Contracts will be issued, the holders of the

Corporate Units will pledge all of their respective title, right and interest in

and to the Senior Notes constituting part of the Corporate Units to U.S. Bank

Trust National Association, as Collateral Agent (the "COLLATERAL AGENT"),

pursuant to a Pledge Agreement (the "PLEDGE AGREEMENT") to be dated as of the

First Delivery Date between the Company, the Purchase Contract Agent and the

Collateral Agent, to secure the Holders' obligations under the Purchase

Contracts. The Purchase Agreement and the Pledge Agreement are herein

collectively referred to as the "UNIT AGREEMENTS."



      The Senior Notes will be issued pursuant to the Senior Indenture (the

"BASE INDENTURE") dated as of May 1, 1992 between the Company and U.S. Bank

Trust National Association, as successor indenture trustee (the "TRUSTEE"), as

supplemented by the Supplemental Indenture No. 1 (the "SUPPLEMENTAL INDENTURE"),

to be dated as of the First Delivery Date between the Company and the Trustee.

The Base Indenture, as so supplemented, is herein referred to as the

"INDENTURE".



      Pursuant to a Remarketing Agreement (the "REMARKETING AGREEMENT") to be

dated as of the First Delivery Date between the Company, the Purchase Contract

Agent and the Remarketing Agent (as defined in the Remarketing Agreement, the

"REMARKETING AGENT"), the Remarketing Agent will remarket the Senior Notes,

subject to the terms and conditions set forth therein.



      The Company has prepared and filed with the Securities and Exchange

Commission (the "COMMISSION") a registration statement on Form S-3 (File No.

333-113995), which contains a form of prospectus to be used in connection with

the public offering and sale of the Designated Securities. Such registration

statement, as amended, including the financial statements, exhibits and

schedules thereto, in the form in which it was declared effective by the

Commission under the Securities Act of 1933, as amended, and the rules and

regulations promulgated thereunder (collectively, the "SECURITIES ACT"),

including all documents incorporated or deemed to be incorporated by reference

therein or the Securities Exchange Act of 1934, as amended, and the rules and

regulations promulgated thereunder (collectively, the "EXCHANGE ACT"), is called

the "REGISTRATION STATEMENT". Any registration statement filed by the Company

pursuant to Rule 462(b) under the Securities Act is called the "RULE 462(B)

REGISTRATION STATEMENT", and from and after the date and time of filing of the

Rule 462(b) Registration Statement, the term "Registration Statement" shall

include the Rule 462(b)





                                       2

{PAGE}

Registration Statement. Such prospectus in the form first used by the

Underwriters to confirm sales of the Designated Securities, is called the

"PROSPECTUS". The term "PRELIMINARY PROSPECTUS" means a preliminary prospectus

specifically relating to the Designated Securities.



                  All references in this Agreement to (i) the Registration

Statement, the Rule 462(b) Registration Statement, a Preliminary Prospectus, the

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