AMENDMENT AGREEMENT



          This  AMENDMENT  AGREEMENT  (this  "Agreement")  is entered into as of

March 15,  2001 by and among  Albertson's,  Inc.,  a Delaware  corporation  (the

"Company"),   the  several  financial   institutions  party  to  this  Agreement

(individually,  a "Bank" and,  collectively,  the "Banks"), and Bank of America,

N.A., as Swingline Bank and as administrative  agent for itself,  the Designated

Bidders and the Banks (in such capacity, the "Agent").



          WHEREAS,  the Company,  the Banks party  thereto and the Agent entered

into a Credit  Agreement dated as of March 22, 2000 (as in effect as of the date

of this Agreement,  the "Credit Agreement")  providing for a multiyear revolving

credit facility; and



          WHEREAS,  the parties  hereto desire to amend the Credit  Agreement as

set forth herein, subject to the terms and conditions of this Agreement;



          NOW, THEREFORE, the parties hereto agree as follows:



1.   Definitions; References; Interpretation.



     (a) Unless  otherwise  specifically  defined herein,  each term used herein

(including  in the  Recitals  hereof)  which is defined in the Credit  Agreement

shall have the meaning assigned to such term in the Credit Agreement.



     (b) Each reference to "this Agreement", "hereof", "hereunder", "herein" and

"hereby" and each other similar reference contained in the Credit Agreement, and

each reference to "the Credit Agreement" and each other similar reference in the

other Loan  Documents,  shall from and after the  Effective  Date (as defined in

subsection 2) refer to the Credit Agreement as amended hereby.



     (c) The rules of  interpretation  set forth in  Section  1.02 of the Credit

Agreement shall be applicable to this Agreement.



2.   Amendments to Credit Agreement. Subject to the terms and conditions hereof,

the Credit Agreement is amended as follows, effective  as of the date of  satis-

faction of the conditions set forth in Section 4 (the "Effective Date"):



     (a) Amendments  to  Article I of the Credit  Agreement.  The term  "364-Day

Credit  Agreement"  defined in the Credit  Agreement  shall mean the Amended and

Restated Credit Agreement dated as of the date hereof,  among the Company,  BofA

as agent, and the other financial  institutions  party thereto,  providing for a

364 day revolving credit facility.



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     (b) Amendment  to Annex I of the  Credit  Agreement.  Annex I of the Credit

Agreement  is  replaced in its  entirety  by Annex I (Amended)  attached to this

Agreement.



     (c) Amendment to Schedule 10.02 of the Credit Agreement.  Schedule 10.02 of

the Credit  Agreement is replaced in its entirety by Schedule 10.02 (Amended) of

this Agreement.



3.   Representations and Warranties.  The Company hereby represents and warrants

to the Agent and the Banks as follows:



     (a) No Default or Event of Default has occurred and is continuing (or would

result from the amendment of the Credit Agreement contemplated hereby).



     (b) The  execution,  delivery  and  performance  by  the  Company  of  this

Agreement and the Credit Agreement (as amended by this Agreement) have been duly

authorized by all  necessary  corporate and other action and do not and will not

require any  registration  with,  consent or approval of, or notice to or action

by, any Person  (including any Governmental  Authority) in order to be effective

and enforceable.



     (c) This Agreement and the Credit  Agreement (as amended by this Agreement)

constitute the legal, valid and binding obligations of the Company,  enforceable

against it in accordance with their respective terms.



     (d) All  representations  and  warranties  of the Company  contained in the

Credit Agreement are true and correct (except to the extent such representations

and warranties  expressly  refer to an earlier date, in which case they shall be

true and correct as of such  earlier  date and except that this  subsection  (d)

shall be deemed  instead to refer to (x) the last day of the most recent quarter

and year for which financial  statements  have then been  delivered;  (y) to the

most recent Form 10-K and Forms 10-Q filed  subsequently  thereto by the Company

with  the  SEC, in  respect  of  the  representations  and  warranties  made  in

Section 5.05 of the Credit Agreement; and (z) to the most recent Form 10-K filed

by the Company with the SEC,  in respect of the  representations  and warranties

made in Section 5.10(a) of the Credit Agreement).



     (e) There has occurred  since  February 3, 2000,  no event or  circumstance

that has  resulted  or could  reasonably  be  expected  to result in a  Material

Adverse Effect.



     (f) The Company is  entering  into this  Agreement  on the basis of its own

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