FORM OF REMARKETING AGREEMENT



                                                                       [ ], 2004



Banc of America Securities LLC

9 West 57th Street

New York, NY  10019



U.S. Bank Trust National Association

100 Wall Street

New York, NY 10005





Ladies and Gentlemen:



      This Agreement is dated as of [      ], 2004 (the "AGREEMENT") among

Albertson's, Inc., a Delaware corporation (the "COMPANY"), Banc of America

Securities LLC, as the Remarketing Agent (the "REMARKETING AGENT"), and U.S.

Bank Trust National Association , a national banking association, not

individually but solely as Purchase Contract Agent (the "PURCHASE CONTRACT

AGENT") and as attorney-in-fact of the holders of Purchase Contracts (as defined

in the Purchase Contract Agreement referred to below).



      Section 1. Definitions.



      (a) Capitalized terms used and not defined in this Agreement shall have

the meanings set forth in the Purchase Contract Agreement, dated as of [      ],

2004, between the Company and U.S. Bank Trust National Association, as Purchase

Contract Agent, as amended from time to time (the "PURCHASE CONTRACT

AGREEMENT").



      (b) As used in this Agreement, the following terms have the following

meanings:



      "PRELIMINARY PROSPECTUS" means any preliminary prospectus relating to the

Remarketed Senior Notes included in the Registration Statement or supplementing

such Registration Statement pursuant to Rule 424(b) under the Securities Act,

including the documents incorporated by reference therein as of the date of such

Preliminary Prospectus; and any reference to any amendment or supplement to such

Preliminary Prospectus shall be deemed to refer to and include any documents

filed after the date of such Preliminary Prospectus under the Exchange Act, and

incorporated by reference in such Preliminary Prospectus.



      "PROSPECTUS" means the prospectus relating to the Remarketed Senior Notes

included in the Registration Statement, in the form in which it was first used

by the Remarketing Agent to confirm sales of the Remarketed Senior Notes in the

Remarketing, including the documents

{PAGE}

incorporated by reference therein as of the date of such Prospectus; and any

reference to any amendment or supplement to such Prospectus shall be deemed to

refer to and include any documents filed after the date of such Prospectus under

the Exchange Act, and incorporated by reference in such Prospectus.



      "REGISTRATION STATEMENT" means a registration statement under the

Securities Act of 1933, as amended (the "SECURITIES ACT") prepared by the

Company pursuant to Section 5 hereunder covering, inter alia, the Remarketing of

the Remarketed Senior Notes, including all exhibits thereto and the documents

incorporated by reference in the prospectus contained in such registration

statement, and any post-effective amendments thereto.



      "REMARKETED SENIOR NOTES" means the Pledged Senior Notes and the Separate

Senior Notes, if any, subject to Remarketing as identified to the Remarketing

Agent by the Purchase Contract Agent and the Custodial Agent, respectively,

after 11:00 a.m., New York City time, on the Business Day immediately preceding

the applicable Remarketing Date, and shall include: (a) (i) in the case of the

Initial Remarketing, the Pledged Senior Notes and (ii) in the case of the Final

Remarketing, the Senior Notes of the Holders of Corporate Units who have not

notified the Purchase Contract Agent on or prior to 5:00 p.m., New York Time, on

the fifth Business Day immediately preceding the Purchase Contract Settlement

Date of their intention to effect a Cash Settlement of the related Purchase

Contracts pursuant to the terms of the Purchase Contract Agreement or who have

so notified the Purchase Contract Agent but failed to make the required cash

payment on the fourth Business Day immediately preceding the Purchase Contract

Settlement Date pursuant to the terms of the Purchase Contract Agreement, and

(b) the Separate Senior Notes of the holders of Separate Senior Notes, if any,

who have elected to have their Separate Senior Notes be remarketed in such

Remarketing pursuant to the terms of the Purchase Contract Agreement.



      "REMARKETING" means the remarketing of the Remarketed Senior Notes

pursuant to this Remarketing Agreement.



      "REMARKETING AGENT" means Banc of America Securities LLC or any successor

remarketing agent appointed by the Company pursuant to Section 10 hereof.



      "REMARKETING DATE" means either the Initial Remarketing Date (as defined

herein) or the Final Remarketing Date (as defined herein), as context requires.



      "REMARKETING MATERIALS" means the Preliminary Prospectus, the Prospectus

or any other information furnished by the Company to the Remarketing Agent for

distribution to investors in connection with the Remarketing.



      "SENIOR NOTES" means the senior notes due 2009 of the Company.



      "TRANSACTION DOCUMENTS" means this Agreement, the Purchase Contract

Agreement, the Pledge Agreement and the Indenture, in each case as amended or

supplemented from time to time.





                                       2

{PAGE}

      Section 2. Appointment and Obligations of the Remarketing Agent.



      (a) The Company hereby appoints Banc of America Securities LLC as the

exclusive Remarketing Agent, and, subject to the terms and conditions set forth

herein, Banc of America Securities LLC hereby accepts appointment as Remarketing

Agent, for the purpose of (i) Remarketing the Remarketed Senior Notes on behalf

of the holders thereof, (ii) determining, in consultation with the Company, in

the manner provided for herein and in the Purchase Contract Agreement and the

Indenture, the Reset Rate for the Senior Notes, and (iii) performing such other

duties as are assigned to the Remarketing Agent in the Transaction Documents.



      (b) Unless a Special Event Redemption has occurred prior to such date, on

the third Business Day immediately preceding February 16, 2007 (the "INITIAL

REMARKETING DATE"), the Remarketing Agent shall use commercially reasonable

efforts to remarket (based on the Reset Rate) (the "INITIAL REMARKETING") the

Remarketed Senior Notes, at a price (the "REMARKETING PRICE") equal to

approximately 100.25% (or, if the Remarketing Agent is unable to remarket the

Remarketed Senior Notes at such a rate, at a rate below 100.25% in the

discretion of the Remarketing Agent, but in no event less than 100.00%) of the

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