ALBERTSONS INC /DE/
FORM OF DIRECTOR INDEMNIFICATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>abs10q32003exhibit10-47.txt
<DESCRIPTION>FORM OF DIRECTOR INDEMNIFICATION AGREEMENT
<TEXT>
                                                                   EXHIBIT 10.47


                   FORM OF DIRECTOR INDEMNIFICATION AGREEMENT


     THIS  DIRECTOR  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  the
most capable persons reasonably available.

     B. Indemnitee is a director of the Company.

     C. Both  the  Company  and  Indemnitee  recognize  the  increased  risk  of
litigation  and other claims being  asserted  against  directors 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 the  Company's  By-laws  provide that the Company  will advance  expenses in
connection therewith, and Indemnitee's willingness to serve as a director 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:

        (a) "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.

        (b) "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


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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.

        (c)  "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.

        (d) "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
results  in  forfeiture  by the  Company  of  substantial  defenses,  rights  or
insurance coverage.  Except as provided in Section 17, however,  Indemnitee will
not be entitled to indemnification pursuant to this Agreement in connection with
any Claim initiated by Indemnitee against the Company or any director or officer
of the Company  unless the Company has joined in or consented to the  initiation
of such Claim.  If so requested by  Indemnitee,  the Company will advance within
two  business  days of such  request any and all  Expenses to  Indemnitee  which
Indemnitee determines reasonably likely to be payable,  provided,  however, that
Indemnitee will return, without interest, any such advance which remains unspent
at the final conclusion of the Claim to which the advance related.

     3. Indemnification for Additional Expenses. Without limiting the generality
or effect of the foregoing,  the Company will indemnify  Indemnitee against and,
if  requested  by  Indemnitee,  will within two  business  days of such  request
advance to Indemnitee,  any and all  attorneys'  fees and other Expenses paid or
incurred  by  Indemnitee  in  connection  with any Claim  asserted or brought by
Indemnitee for (i) indemnification or advance payment of Expenses by the Company
under  this  Agreement  or any other  agreement  or under any  provision  of the
Company's  Constituent  Documents now or hereafter in effect  relating to Claims
for Indemnifiable Losses and/or (ii) recovery under any directors' and officers'

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liability  insurance policies  maintained by the Company,  regardless of whether
Indemnitee  ultimately  is  determined  to be entitled to such  indemnification,
advance expense payment or insurance recovery, as the case may be.

     4. Partial Indemnity, Etc. If Indemnitee is entitled under any provision of
this  Agreement to  indemnification  by the Company for some or a portion of any
Indemnifiable Loss but not for all of the total amount thereof, the Company will
nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is
entitled.  Moreover,  notwithstanding any other provision of this Agreement,  to
the extent that  Indemnitee  has been  successful  on the merits or otherwise in
defense of any or all Claims  relating  in whole or in part to an  Indemnifiable
Loss or in defense of any issue or matter therein,  including without limitation
dismissal without prejudice, Indemnitee will be indemnified against all Expenses
incurred in connection  therewith.  In connection with any  determination  as to
whether  Indemnitee  is entitled to be  indemnified  hereunder,  there will be a
presumption  that Indemnitee is so entitled,  which  presumption the Company may
overcome only by its adducing clear and convincing evidence to the contrary.

     5. No Other Presumption. For purposes of this Agreement, the termination of
any  Claim  by  judgment,  order,  settlement  (whether  with or  without  court
approval) or conviction,  or upon a plea of nolo  contendere or its  equivalent,
will not  create  a  presumption  that  Indemnitee  did not meet any  particular
standard of conduct or have any particular belief or that a court has determined
that indemnification is not permitted by applicable law.

     6. Non-Exclusivity,  Etc. The rights of  Indemnitee  hereunder  will  be in
addition  to  any  other  rights  Indemnitee  may  have  under  the  Constituent
Documents,   or  the   substantive   laws  of  the  Company's   jurisdiction  of
incorporation,  any other contract or otherwise (collectively,  "Other Indemnity
Provisions");  provided,  however,  that  (i)  to  the  extent  that  Indemnitee
otherwise  would  have any  greater  right to  indemnification  under  any Other
Indemnity  Provision,  Indemnitee  will be  deemed to have  such  greater  right
hereunder and (ii) to the extent that any change is made to any Other  Indemnity
Provision which permits any greater right to indemnification  than that provided
under this  Agreement as of the date hereof,  Indemnitee  will be deemed to have
such greater right hereunder. The Company will not adopt any amendment to any of
the  Constituent  Documents  the effect of which  would be to deny,  diminish or
encumber Indemnitee's right to indemnification under this Agreement or any Other
Indemnity Provision.

     7. Liability  Insurance and Funding. To the extent the Company maintains an
insurance  policy or  policies  providing  directors'  and  officers'  liability
insurance,  Indemnitee will be covered by such policy or policies, in accordance
with its or their terms, to the maximum extent of the coverage available for any
director of the Company.  The Company may, but will not be required to, create a
trust fund,  grant a security  interest or use other  means,  including  without
limitation  a letter of credit,  to ensure the payment of such amounts as may be
necessary to satisfy its obligations to indemnify and advance expenses  pursuant
to this Agreement.

     8. Subrogation.  In the event of payment under this Agreement,  the Company
will be subrogated to the extent of such payment to all of the related rights of
recovery  of  Indemnitee   against   other  persons  or  entities   (other  than
Indemnitee's  successors).  The  Indemnitee  will execute all papers  reasonably
required to evidence  such rights of recovery  (all of  Indemnitee's  reasonable
Expenses,   including  attorneys'  fees  and  charges,  related  thereto  to  be
reimbursed by or, at the option of Indemnitee, advanced by the Company).

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     9. No  Duplication  of Payments.  The Company will not be liable under this
Agreement to make any payment in  connection  with any  Indemnifiable  Loss made
against  Indemnitee to the extent  Indemnitee  has otherwise  actually  received
payment (net of Expenses  incurred in connection  therewith) under any insurance
policy, the Constituent Documents and Other Indemnity Provisions or otherwise of
the amounts otherwise indemnifiable hereunder.

     10. Defense of Claims.  The Company will  be entitled to participate in the
defense of any Claim or to assume the defense thereof,  with counsel  reasonably
satisfactory to the  Indemnitee,  provided that in the event that (i) the use of
counsel chosen by the Company to represent Indemnitee would present such counsel
with an actual or potential  conflict,  (ii) the named parties in any such Claim
(including  any impleaded  parties)  include both the Company and Indemnitee and
Indemnitee shall conclude that there may be one or more legal defenses available
to him or her that are different  from or in addition to those  available to the
Company,  or (iii) any such  representation  by the Company  would be  precluded
under the applicable  standards of professional  conduct then  prevailing,  then
Indemnitee  will be entitled to retain  separate  counsel (but not more than one
law firm plus, if applicable,  local counsel in respect of any particular Claim)
at the  Company's  expense.  The Company  will not,  without  the prior  written
consent of the  Indemnitee,  effect any  settlement of any threatened or pending
Claim which the Indemnitee is or could have been a party unless such  settlement
solely  involves the payment of money and includes an  unconditional  release of
the  Indemnitee  from all liability on any claims that are the subject matter of
such Claim.

     11. Successors  and Binding  Agreement.  (a) The Company  will require  any
successor  (whether  direct or  indirect,  by purchase,  merger,  consolidation,
reorganization  or  otherwise)  to all or  substantially  all of the business or
assets of the  Company,  by  agreement  in form and  substance  satisfactory  to
Indemnitee and his or her counsel, expressly to assume and agree to perform this
Agreement  in the  same  manner  and to the same  extent  the  Company  would be
required to perform if no such  succession had taken place.  This Agreement will
be binding upon and inure to the benefit of the Company and any successor to the
Company,   including  without   limitation  any  person  acquiring  directly  or
indirectly  all or  substantially  all of the  business or assets of the Company
whether by purchase,  merger,  consolidation,  reorganization  or otherwise (and
such  successor  will  thereafter  be deemed the  "Company" for purposes of this
Agreement), but will not otherwise be assignable or delegatable by the Company.

        (b) This  Agreement  will inure to the benefit of and be  enforceable by
the Indemnitee's personal or legal representatives,  executors,  administrators,
successors, heirs, distributees, legatees and other successors.

        (c) This  Agreement  is  personal  in nature and  neither of the parties
hereto will, without the consent of the other, assign or delegate this Agreement
or any rights or obligations  hereunder except as expressly provided in Sections
11(a) and 11(b).  Without  limiting the  generality or effect of the  foregoing,
Indemnitee's right to receive payments hereunder will not be assignable, whether
by  pledge,  creation  of a  security  interest  or  otherwise,  other than by a
transfer by the  Indemnitee's  will or by the laws of descent and  distribution,
and,  in the event of any  attempted  assignment  or  transfer  contrary to this
Section 11(c), the Company will have no liability to pay any amount so attempted
to be assigned or transferred.

                                     - 4 -
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     12. Notices.  For  all  purposes  of this  Agreement,  all  communications,
including without limitation notices, consents, requests or approvals,  required
or permitted to be given hereunder will be in writing and will be deemed to have
been duly  given when hand  delivered  or  dispatched  by  electronic  facsimile
transmission  (with receipt  thereof  orally  confirmed),  or five business days
after having been mailed by United States  registered or certified mail,  return
receipt  requested,  postage  prepaid or one business day after having been sent
for next-day  delivery by a nationally  recognized  overnight  courier  service,
addressed to the Company (to the  attention of the Secretary of the Company) and
to the  Indemnitee at the addresses  shown on the signature  page hereto,  or to
such other  address as any party may have  furnished to the other in writing and
in  accordance  herewith,  except  that  notices of  changes of address  will be
effective only upon receipt.

     13. Governing  Law.  The   validity,   interpretation,   construction   and
performance  of this  Agreement  will be governed by and construed in accordance
with the substantive laws of the State of Delaware, without giving effect to the
principles  of  conflict  of  laws  of  such  State.   Each  party  consents  to
non-exclusive  jurisdiction  of any Delaware state or federal court or any court
in any other  jurisdiction  in which a Claim is  commenced by a third person for
purposes of any action,  suit or proceeding  hereunder,  waives any objection to
venue therein or any defense based on forum non  conveniens or similar  theories
and agrees that service of process may be effected in any such  action,  suit or
proceeding by notice given in accordance with Section 12.

     14. Validity.  If any provision of this Agreement or the application of any
provision hereof to any person or circumstance is held invalid, unenforceable or
otherwise  illegal,  the remainder of this Agreement and the application of such
provision to any other  person or  circumstance  will not be  affected,  and the
provision  so held to be invalid,  unenforceable  or  otherwise  illegal will be
reformed  to  the  extent,  and  only  to  the  extent,  necessary  to  make  it
enforceable,  valid or legal.

     15. Miscellaneous.  No provision of this Agreement may be waived,  modified
or  discharged  unless such  waiver,  modification  or discharge is agreed to in
writing signed by Indemnitee  and the Company.  No waiver by either party hereto
at any time of any  breach by the other  party  hereto  or  compliance  with any
condition  or  provision  of this  Agreement to be performed by such other party
will be deemed a waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time. No agreements or representations,  oral
or  otherwise,  expressed or implied with respect to the subject  matter  hereof
have  been  made by  either  party  that  are not set  forth  expressly  in this
Agreement.  References  to  Sections  are to  references  to  Sections  of  this
Agreement.

     16. Counterparts.   This  Agreement   may  be   executed  in  one  or  more
counterparts,  each of which will be deemed to be an  original  but all of which
together will constitute one and the same agreement.

     17. Legal  Fees  and  Expenses.  It is the intent of the  Company  that the
Indemnitee not be required to incur legal fees and or other Expenses  associated
with the  interpretation,  enforcement or defense of  Indemnitee's  rights under
this Agreement by litigation or otherwise  because the cost and expense  thereof
would  substantially  detract from the  benefits  intended to be extended to the
Indemnitee hereunder.  Accordingly, without limiting the generality or effect of


                                     - 5 -
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any other  provision  hereof,  if it should  appear to the  Indemnitee  that the
Company has failed to comply with any of its obligations under this Agreement or
in the event that the Company or any other person takes or threatens to take any
action to declare  this  Agreement  void or  unenforceable,  or  institutes  any
litigation or other action or  proceeding  designed to deny, or to recover from,
the  Indemnitee  the  benefits  provided  or  intended  to be  provided  to  the
Indemnitee  hereunder,  the Company  irrevocably  authorizes the Indemnitee from
time to time to retain  counsel of  Indemnitee's  choice,  at the expense of the
Company  as  hereafter  provided,  to advise and  represent  the  Indemnitee  in
connection  with any such  interpretation,  enforcement  or  defense,  including
without  limitation  the  initiation or defense of any litigation or other legal
action, whether by or against the Company or any director, officer,  stockholder
or  other   person   affiliated   with  the   Company,   in  any   jurisdiction.
Notwithstanding any existing or prior  attorney-client  relationship between the
Company and such counsel,  the Company irrevocably  consents to the Indemnitee's
entering into an  attorney-client  relationship  with such counsel,  and in that
connection the Company and the Indemnitee agree that a confidential relationship
shall exist between the Indemnitee and such counsel.  Without respect to whether
the  Indemnitee  prevails,  in whole or in part, in  connection  with any of the
foregoing,  the Company will pay and be solely  financially  responsible for any
and all attorneys'  and related fees and expenses  incurred by the Indemnitee in
connection with any of the foregoing.

     18. Certain  Interpretive  Matters.  No provision of this Agreement will be
interpreted  in favor of, or against,  either of the parties hereto by reason of
the extent to which any such party or its counsel  participated  in the drafting
thereof or by reason of the extent to which any such  provision is  inconsistent
with any prior draft hereof or thereof.

                                          [Signatures appear on following page.]


                                     - 6 -
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         IN WITNESS WHEREOF,  Indemnitee has executed and the Company has caused
its  duly  authorized  representative  to execute  this Agreement as of the date
first above written.



                                                       ALBERTSON'S, INC.
                                                       250 Parkcenter Boulevard
                                                       Boise, Idaho  83706



                                       By:             ________________________
                                                       Name:
                                                       Title:



                                                       [INDEMNITEE]
                                                       [Address]


                                       By:             ________________________
                                                       [Indemnitee]




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