CONSULTING AGREEMENT



          CONSULTING  AGREEMENT (the  "Agreement"),  dated as of March 15, 2001,

between  Albertson's,   Inc.,  a  Delaware  corporation  (the  "Company"),   and

____________________ (the "Advisor").





          Advisor  has  determined  to tender  his  resignation  to the Board of

Directors of the Company (the "Board")  effective  upon the  adjournment  of the

Company's 2001 Annual Meeting (the  "Resignation  Date").  Notwithstanding  such

resignation,  the Board  desires  that the  Company and its  stockholders  shall

continue  to  benefit  from the  experience  and  ability  of the  Advisor  as a

consultant to the Company, and the Advisor is willing to commit himself to serve

as a Special Advisor to the Board, on the terms and conditions  herein provided.

Accordingly,  in consideration of the premises and the respective  covenants and

agreements  of the parties  herein  contained,  and for other good and  valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the

parties hereto agree as follows:



     1.   RETAINER.  The Company hereby retains the Advisor, effective as of the

Resignation  Date, and the Advisor hereby agrees to become a Special  Advisor to

the Board for the Term provided in Section 3 to render the  consulting  services

described in Section 2.



     2.   DUTIES.



     2.1  Assignment of Duties.  During  the  Term, as  defined in  Section 3 of

this Agreement, the Advisor shall be available to the  Company to  provide  such

consulting and other services as may reasonably be required of him by the Board.



     2.2  Availability.  The  Advisor agrees to devote  to the Company such time

as shall be necessary for the effective conduct of his duties hereunder. Advisor

shall be permitted to engage in outside business and other interests that do not

conflict with such duties.  Advisor shall not be required to provide services to

the Company in excess of ten hours per month.



     3.   TERM.  The term of the  Advisor's  retainer  under this Agreement (the

"Term")  shall  commence on the  Resignation  Date (also  called the  "Effective

Date") and shall expire on the second  anniversary  of the Effective Date unless

sooner terminated pursuant to Section 5 of this Agreement.









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     4.   COMPENSATION.



     4.1  Cash Portion of Consulting Fee.  The  Company  shall pay the Advisor a

cash fee at the rate of  $40,000  per annum  during  the Term  (the  "Consulting

Fee"). The Consulting Fee shall be payable at the same time, in the same manner,

and  following  the  same  procedures  as  apply  to  directors'  fees  paid  to

non-employee  directors of the Company.  All such  payments  shall be subject to

deduction and withholding (if any) authorized or required by applicable law.



     4.2  Equity Portion of Consulting Fee.  Advisor shall be awarded $60,000 of

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