ALBERTSONS INC /DE/
AMENDED AND RESTATED CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>15
<FILENAME>abs10kexhib10-29.txt
<DESCRIPTION>AMENDED AND RESTATED CREDIT AGREEMENT
<TEXT>
                                                                   Exhibit 10.29


[364-Day Agreement]                                            EXECUTION VERSION

================================================================================




                      AMENDED AND RESTATED CREDIT AGREEMENT

                           Dated as of March 13, 2002

                                      among

                               ALBERTSON'S, INC.,

                              BANK OF AMERICA, N.A.

                            as Administrative Agent,


                                 BANK ONE, N.A.,

                              as Syndication Agent,

                       UNION BANK OF CALIFORNIA, N.A. and
                             WELLS FARGO BANK, N.A.,

                             as Documentation Agents

                                       and

                  THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO


                                   Arranged by


                         Banc of America Securities LLC,

                               Sole Lead Arranger
                              and Sole Book Manager









================================================================================


SFRLIBI\MMK\6146301.06                                  364-Day Credit Agreement

<PAGE>


                      AMENDED AND RESTATED CREDIT AGREEMENT

          This Amended and  Restated  Credit  Agreement  (this  "Agreement")  is
entered  into  as of  March  13,  2002,  among  Albertson's,  Inc.,  a  Delaware
corporation (the "Company"),  the several  financial  institutions  from time to
time party to this  Agreement  (individually,  a "Bank" and,  collectively,  the
"Banks"),   Bank  One,  N.A.,  as  syndication  agent  (in  such  capacity,  the
"Syndication Agent"), Union Bank of California, N.A. and Wells Fargo Bank, N.A.,
as documentation agents (in such capacity, the "Documentation  Agents") and Bank
of  America,  N.A.,  as  administrative  agent for itself 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 amended and restated as
of March 15, 2001 (as in effect as of the date of this Agreement,  the "Original
Agreement") providing for a 364-day revolving credit facility; and

          WHEREAS,  the parties hereto desire to amend the Original Agreement as
set forth herein and to restate the  Original  Agreement in its entirety to read
as set forth in the Original  Agreement  with the  amendments  specified  below,
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 Original  Agreement
shall have the meaning assigned to such term in the Original Agreement.

     (b) Each reference to "this Agreement", "hereof", "hereunder", "herein" and
"hereby" and each other similar reference  contained in the Original  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 Original Agreement as amended and restated hereby.

     (c) The rules of  interpretation  set forth in Section 1.02 of the Original
Agreement shall be applicable to this Agreement.

2.   Amendments  to Original  Agreement.  Subject to the  terms  and  conditions
hereof, the Original  Agreement is amended as follows,  effective as of the date
of satisfaction of the conditions set forth in Section 4 (the "Effective Date"):

     (a) Syndication Agent and Documentation Agents.  References in the Original
Agreement to the Syndication Agent, the Documentation Agent, the Senior Managing
Agents  and  the  Managing  Agents  shall  be  deemed  to be  references  to the
Syndication Agent and the Documentation Agents named herein.

     (b) Amendments to Article I of the Original Agreement.


SFRLIBI\MMK\6146301.06                 2                364-Day Credit Agreement

<PAGE>

          (1) The term "Notes"  defined in the Original  Agreement shall include
from and after the Effective Date the Notes delivered under this Agreement.

          (2) The  definition  of "Closing  Date" is amended in its  entirety to
provide as follows:

               "Closing  Date" means the date  occurring  on or before March 13,
     2002 on which  all  conditions  precedent  set  forth in  Section  4.01 are
     satisfied  or waived by all Banks (or, in the case of  subsection  4.01(e),
     waived by the Person entitled to receive such payment).

          (3) The definition of "Revolving  Termination  Date" is amended in its
entirety to provide as follows:

               "Revolving Termination Date" means the earlier to occur of:

               a. March 12, 2003 as the same may be  extended  from time to time
     pursuant to Section 2.16; and

               b. The date on which the Commitments terminate in accordance with
     the provisions of this Agreement.

          (4) The defined term, "Company's 1998 Form 10-K" shall be deleted, and
a new defined term, "Company's 2000 Form 10K" shall be added as follows:

               "Company's  2000 Form 10-K" means the Company's  Annual Report on
     Form 10-K for the fiscal year ended February 1, 2001, as filed with the SEC
     pursuant to the Exchange Act.

     Accordingly,  each reference to "Company's  1998 Form 10-K" in the Original
Agreement  shall be deemed to refer to  "Company's  2000  Form  10-K,"  and each
reference  to February 3, 2000 in Sections  1.01,  4.02 and 5.10 of the Original
Agreement shall be deemed to refer to February 1, 2001.

          (5) The following new defined terms shall be added:

          "Consolidated Interest Expense" means as of any date of determination,
     for the Company and its Subsidiaries on a consolidated basis, all interest,
     premium payments, fees, charges and related expenses of the Company and its
     Subsidiaries  in connection  with borrowed money or in connection  with the
     deferred  purchase  price of assets,  to the extent treated as interest and
     net of interest  income in  accordance  with GAAP,  and the portion of rent
     expense with respect to capitalized  lease  obligations  that is treated as
     interest in accordance  with GAAP, but excluding  amortization  of discount
     and deferred debt expense as determined in accordance with GAAP.

          "Consolidated  Rental Expense" means as of any date of  determination,
     for the Company and its Subsidiaries on  a consolidated basis the aggregate


SFRLIBI\MMK\6146301.06                 3                364-Day Credit Agreement

<PAGE>

     rental expense  (including any contingent or percentage  rental expense and
     any rent offsets,  as applicable) of the Company and its  Subsidiaries on a
     consolidated basis for such period in respect of all rent obligations under
     all operating leases for real or personal  property minus any rental income
     of the Company and its Subsidiaries on a consolidated basis for such period
     (including  licensee  related income from licensees  operating on the store
     premises of Company and its Subsidiaries).

          "EBITDAR" means, for any period,  for the Company and its Subsidiaries
     on a consolidated basis, an amount equal to (i) the sum of (a) net earnings
     before One Time  Charges  for such  period,  (b) all income  taxes for such
     period, (c) Consolidated Interest Expense for such period, (d) depreciation
     and  amortization  expense for such  period,  and (e)  Consolidated  Rental
     Expense for such period, minus (ii) cash One Time Charges for such period.

          "Fixed Charge Coverage Ratio" means, as of any date of  determination,
     for the Company and its Subsidiaries on a consolidated  basis, the ratio of
     (a) EBITDAR for the period of four fiscal  quarters  ending on such date to
     (b) Total Fixed  Charges for the period of four fiscal  quarters  ending on
     such date.

          "Initial Closing Date" means March 30, 1999.

          "One Time Charges" means unusual  material  charges or credits against
     earnings  which the Company  separately  discloses in the discussion of the
     "Results  of  Operations"  (including  but not  limited  to merger  related
     charges,  restructuring  charges,  gains or losses from the  disposition of
     assets and accounting changes).

          "Total Fixed Charges" means,  for any period,  for the Company and its
     Subsidiaries on a consolidated basis, (a) Consolidated Interest Expense for
     such period and (b) Consolidated Rental Expense for such period.

     (c) Amendments to Article II of the Original Agreement.

          (1) The  agreement  of the Bid Loan Banks to accept  requests  for Bid
Loans  from the  Company  pursuant  to  Sections  2.05 and 2.06 of the  Original
Agreement shall be terminated effective as of the Closing Date.

          (2) The  reference to  "$1,250,000,000"  in Section  2.17(a)(G) of the
Original Agreement shall be deleted and "$625,000,000"  shall be inserted in its
place.

     (d) Amendments to Article V of the Original Agreement.

          (1) The two  references to October 29, 1999 in Section  5.10(b) of the
Original  Agreement shall be deleted and replaced by "November 1, 2001" for each
such reference.

          (2) Section 5.15 shall be deleted.

     (e) Amendments to Article VII of the Original Agreement.



SFRLIBI\MMK\6146301.06                 4                364-Day Credit Agreement

<PAGE>

          (1) The reference to "Closing Date" in Section 7.03(e) of the Original
Agreement  shall be deleted and "Initial  Closing Date" shall be inserted in its
place.

          (2)  The   Minimum   Consolidated   Tangible   Net  Worth   amount  of
$2,100,000,000  set forth in Section  7.05 of the  Original  Agreement  shall be
deleted and the amount "$3,000,000,000" shall be inserted in its place.

          (3) A new Section 7.06 shall be added as follows:

               7.06 Fixed Charge Coverage Ratio. The Company shall not
          permit its Fixed Charge  Coverage  Ratio as determined as of
          the last day of any  fiscal  quarter to be less than 2.70 to
          1.00.

     (f) Amendment to Article VIII of the Original Agreement. Subsection 8.01(c)
of the Original Agreement is amended in its entirety to provide as follows:

               (c)  Specific  Defaults.  The  Company  shall  fail  to
          observe or perform any covenant  contained in Sections  7.01
          through 7.06, inclusive; or

     (g) Amendment to Schedule 2.01 of the Original Agreement.  Schedule 2.01 of
the Original Agreement is replaced in its entirety by Schedule 2.01 (Amended) of
this Agreement.

     (h) Amendment to Schedule 10.02 of the Original  Agreement.  Schedule 10.02
of the  Original  Agreement  is  replaced  in its  entirety  by  Schedule  10.02
(Amended) of this Agreement.

     (i)  Amendment  to Exhibit C of the  Original  Agreement.  Exhibit C of the
Original  Agreement  is replaced in its  entirety by Exhibit C (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 Original Agreement contemplated hereby).

     (b)  The  execution,  delivery  and  performance  by the  Company  of  this
Agreement and the Original Agreement (as amended and restated 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,  each  Note  delivered  hereunder  and  the  Original
Agreement  (as amended and  restated 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
Original   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


SFRLIBI\MMK\6146301.06                 5                364-Day Credit Agreement

<PAGE>

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 Original 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 Original Agreement).

     (e) There has occurred  since  February 1, 2001 (except as disclosed in any
public filings since such date), 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
investigation  and for its own reasons,  without reliance upon the Agent and the
Banks or any other Person.

     (g) The Company's  obligations  under the Original  Agreement and under the
other Loan  Documents  are not subject to any  defense,  counterclaim,  set-off,
right of recoupment, abatement or other claim.

4.   Conditions of Effectiveness.

     (a) The  effectiveness  of Section 2 of this Agreement  shall be subject to
the satisfaction of each of the following conditions precedent:

          (1) The Agent  shall have  received  from the  Company and each of the
Banks (i) a duly  executed  original  (or, if elected by the Agent,  an executed
facsimile copy) of this Agreement; and (ii) if requested by any Bank, a Note (or
replacement  Note)  substantially  in the  form  of  Exhibit  I to the  Original
Agreement.

          (2) The Agent shall have  received  evidence of payment by the Company
of all  fees,  costs and  expenses  due and  payable  as of the  Effective  Date
hereunder  and under the Original  Agreement,  including  any costs and expenses
payable under Section 7(g) of this  Agreement  (including  the Agent's  Attorney
Costs, to the extent invoiced on or prior to the Effective Date).

          (3) The  Agent  shall  have  received  from the  Company a copy of the
resolutions passed by the board of directors of the Company, certified as of the
Effective  Date by the  Secretary  or an  Assistant  Secretary  of such  Person,
authorizing the execution, delivery and performance of this Agreement, the Notes
to be delivered hereunder and the Original Agreement (as amended and restated by
this Agreement).

          (4) The Agent shall have received an opinion of Paul Rowan, Group Vice
President,  Business Law, and Acting General  Counsel to the Company,  dated the
Effective Date and addressed to the Agent and the Banks,  in  substantially  the
form of Exhibit D to the Original Agreement.

          (5) The Agent  shall have  received a  favorable  opinion of  Brobeck,
Phleger & Harrison LLP, special counsel to the Agent, in substantially  the form
of the opinion delivered in connection with the Original Agreement,  dated as of
the Effective Date.


SFRLIBI\MMK\6146301.06                 6                364-Day Credit Agreement

<PAGE>

          (6) The Agent shall have  received all other  documents it or any Bank
may reasonably  request relating to any matters relevant hereto, all in form and
substance satisfactory to the Agent and each Bank.

          (7) The  representations and warranties in Section 3 of this Agreement
shall be true and correct on and as of the  Effective  Date with the same effect
as if made on and as of the Effective Date.

     (b) For purposes of determining compliance with the conditions specified in
Section 4(a), each Bank that has executed this Agreement shall be deemed to have
consented to,  approved or accepted,  or to be satisfied  with, each document or
other matter either sent, or made available for inspection, by the Agent to such
Bank for consent, approval,  acceptance or satisfaction,  or required thereunder
to be consented to or approved by or acceptable or satisfactory to such Bank.

     (c) From and after the Effective Date, the Original Agreement is amended as
set forth  herein and is  restated  in its  entirety to read as set forth in the
Original  Agreement with the amendments  specified  herein,  and all outstanding
Notes under the Original Agreement shall be superseded and replaced by the Notes
delivered under this Agreement.  All such previously  outstanding  Notes will be
deemed  cancelled  upon the  occurrence  of the  Effective  Date.  The  Original
Agreement  (as amended and restated by this  Agreement)  is hereby  ratified and
confirmed in all respects.

     (d) The Agent will notify the Company  and the Banks of the  occurrence  of
the Effective Date.

5.   Fees.  At Closing,  the Company shall pay to  the Agent for itself the fees
set forth in  the Fee  Letter  dated  as of  February  15,  2002 by and  between
the Company, the Lead Arranger and the Agent.

6.   Certain Transitional Matters. On the Effective Date, the Banks party to the
Original Agreement, as amended and restated hereby, shall be the Banks listed on
the  signature  pages hereof and shall have the  respective  Commitments  in the
amounts set forth in Schedule 2.01 (Amended) of this Agreement. Without limiting
the generality of the foregoing,  on the Effective  Date, any Banks party to the
Original  Agreement not listed on the  signature  pages hereof shall cease to be
parties to the  Original  Agreement,  and each new Bank listed on the  signature
pages hereof not previously party to the Original  Agreement shall be and become
a party to the  Original  Agreement  and  shall  have all of the  rights  and be
obligated  to  perform  all  of the  obligations  of a  Bank  thereunder  with a
Commitment  in the amount set forth  opposite  such Bank's name in Schedule 2.01
(Amended) of this Agreement.

7.   Miscellaneous.

     (a) The Company  acknowledges and agrees that the execution and delivery by
the Agent and the Banks of this Agreement shall not be deemed to create a course
of dealing or an obligation to execute similar amendments or provide any waivers
or other amendments under the same or similar circumstances in the future.


SFRLIBI\MMK\6146301.06                 7                364-Day Credit Agreement

<PAGE>

     (b) This  Agreement  shall be binding  upon and inure to the benefit of the
parties hereto and thereto and their respective successors and assigns.

     (c) This  Agreement  shall be governed by and construed in accordance  with
the law of the State of New York  provided  that the  Agent and the Banks  shall
retain all rights arising under Federal law.

     (d) This Agreement may be executed in any number of  counterparts,  each of
which shall be deemed an  original,  but all such  counterparts  together  shall
constitute  but  one  and  the  same  instrument.  Each  of the  parties  hereto
understands  and agrees  that this  document  (and any other  document  required
herein) may be delivered by any party thereto  either in the form of an executed
original or an executed  original sent by facsimile  transmission to be followed
promptly by mailing of a hard copy original,  and that receipt by the Agent of a
facsimile  transmitted  document  purportedly bearing the signature of a Bank or
the Company  shall bind such Bank or the  Company,  respectively,  with the same
force and effect as the  delivery  of a hard copy  original.  Any failure by the
Agent to receive  the hard copy  executed  original of such  document  shall not
diminish the binding  effect of receipt of the  facsimile  transmitted  executed
original of such  document of the party whose hard copy page was not received by
the Agent.

     (e) This  Agreement  contains  the entire and  exclusive  agreement  of the
parties hereto with reference to the matters  discussed  herein.  This Agreement
supersedes  all prior  drafts  and  communications  with  respect  hereto.  This
Agreement may not be amended except in accordance with the provisions of Section
10.01 of the Original Agreement.

     (f) If any term or provision of this Agreement  shall be deemed  prohibited
by or invalid under any  applicable  law, such  provision  shall be  invalidated
without  affecting the  remaining  provisions  of this  Agreement,  the Original
Agreement or the Loan Documents.

     (g) The Company agrees to pay or reimburse BofA  (including in its capacity
as  Agent),  upon  demand,  for all  reasonable  costs and  expenses  (including
reasonable Attorney Costs) incurred by BofA (including in its capacity as Agent)
in connection  with the  development,  preparation,  negotiation,  execution and
delivery of this Agreement.

                            [Signature pages follow]














SFRLIBI\MMK\6146301.06                 8                364-Day Credit Agreement


<PAGE>

          IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to
be duly executed and delivered by their proper and duly  authorized  officers as
of the day and year first above written.



                                       ALBERTSON'S, INC.


                                       By:    /s/ John F. Boyd
                                              ----------------------------------

                                       Name:  John F. Boyd
                                              ----------------------------------

                                       Title: Group Vice President
                                                and Treasurer
                                              ----------------------------------



                                      S-1               364-Day Credit Agreement



                                       BANK OF AMERICA, N.A., as
                                       Administrative Agent and as a Bank


                                       By:    /s/ Dan Killian
                                              ----------------------------------

                                       Name:  Dan M. Killian
                                              ----------------------------------

                                       Title: Managing Director
                                              ----------------------------------



                                      S-2               364-Day Credit Agreement



                                       BANK ONE, N.A. as Syndication Agent
                                       and as a Bank


                                       By:    /s/ Paul E. Rigby
                                              ----------------------------------

                                       Name:  Paul E. Rigby
                                              ----------------------------------

                                       Title: Managing Director
                                              ----------------------------------



                                      S-3               364-Day Credit Agreement


<PAGE>

                                       UNION BANK OF CALIFORNIA, N.A.
                                       as Documentation Agent and as a Bank


                                       By:    /s/ Richard A. Sutter
                                              ----------------------------------

                                       Name:  Richard A. Sutter
                                              ----------------------------------

                                       Title: Vice President
                                              ----------------------------------



                                      S-4               364-Day Credit Agreement



                                       WELLS FARGO BANK, N.A.
                                       as Documentation Agent and as a Bank


                                       By:    /s/ Steven J. Anderson
                                              ----------------------------------

                                       Name:  Steven J. Anderson
                                              ----------------------------------

                                       Title: Senior Vice President
                                              ----------------------------------



                                      S-5               364-Day Credit Agreement



                                       BANK OF OKLAHOMA, N.A.


                                       By:    /s/ John Tyson
                                              ----------------------------------

                                       Name:  John M. Tyson
                                              ----------------------------------

                                       Title: Assistant Vice President
                                              ----------------------------------



                                      S-6               364-Day Credit Agreement

<PAGE>

                                       FIRST UNION NATIONAL BANK


                                       By:    /s/ Anthony Braxton
                                              ----------------------------------

                                       Name:  Anthony D. Braxton
                                              ----------------------------------

                                       Title: Director
                                              ----------------------------------



                                      S-7               364-Day Credit Agreement



                                       KEYBANK NATIONAL ASSOCIATION


                                       By:    /s/ Keven D. Smith
                                              ----------------------------------

                                       Name:  Keven D. Smith
                                              ----------------------------------

                                       Title: Vice President
                                              ----------------------------------



                                      S-8               364-Day Credit Agreement



                                       MERRILL LYNCH BANK USA


                                       By:    /s/ D. Kevin Imlay
                                              ----------------------------------

                                       Name:  D. Kevin Imlay
                                              ----------------------------------

                                       Title: Senior Credit Officer
                                              ----------------------------------



                                      S-9               364-Day Credit Agreement

<PAGE>

                                       THE NORTHERN TRUST COMPANY


                                       By:    /s/ Christopher McKean
                                              ----------------------------------

                                       Name:  Christopher L. McKean
                                              ----------------------------------

                                       Title: Second Vice President
                                              ----------------------------------



                                      S-10              364-Day Credit Agreement



                                       TCF NATIONAL BANK


                                       By:    /s/ Russell McMinn
                                              ----------------------------------

                                       Name:  Russell P. McMinn
                                              ----------------------------------

                                       Title: Senior Vice President
                                              ----------------------------------



                                      S-11              364-Day Credit Agreement



                                       UMB BANK, N.A.


                                       By:    /s/ David Proffitt
                                              ----------------------------------

                                       Name:  David A. Proffitt
                                              ----------------------------------

                                       Title: Senior Vice President
                                              ----------------------------------



                                      S-12              364-Day Credit Agreement


<PAGE>


                             SCHEDULE 2.01 (AMENDED)

                                   COMMITMENTS
                               AND PRO RATA SHARES
<TABLE>
<CAPTION>
<S>                                     <C>                     <C>
BANK                                      COMMITMENT            PRO RATA SHARE
---------------------------------     ------------------      ------------------

BANK OF AMERICA, N.A.                   $70,000,000.00          20.000000000%*

BANK ONE, N.A.                           60,000,000.00          17.142857143%*

UNION BANK OF CALIFORNIA, N.A.           50,000,000.00          14.285714286%*

WELLS FARGO BANK, N.A.                   50,000,000.00          14.285714286%*

KEYBANK NATIONAL ASSOCIATION             25,000,000.00           7.142857143%*

MERRILL LYNCH BANK USA                   25,000,000.00           7.142857143%*

THE NORTHERN TRUST COMPANY               25,000,000.00           7.142857143%*

TCF NATIONAL BANK                        15,000,000.00           4.285714286%*

BANK OF OKLAHOMA, N.A.                   10,000,000.00           2.857142857%*

FIRST UNION NATIONAL BANK                10,000,000.00           2.857142857%*

UMB BANK, N.A.                           10,000,000.00           2.857142857%*
                                     -------------------       -----------------


                       TOTAL           $350,000,000.00         100.000000000%*

* [9 DECIMAL PTS.]

</TABLE>













SFRLIBI\MMK\6146301.06          S-2.01(Amended)-1.      364-Day Credit Agreement

<PAGE>


                            SCHEDULE 10.02 (AMENDED)

             PAYMENT OFFICES; ADDRESSES FOR NOTICES; LENDING OFFICES

COMPANY

Address for Notices:

Albertson's, Inc.
250 Parkcenter Blvd.
Box 20
Boise, Idaho  83726
Attention:  Finance Department
Telephone:  (208) 395-6534
Facsimile:  (208) 395-6631


BANK OF AMERICA, N.A., as Agent
----------------------

Notices for Borrowing, Conversions/Continuations, and Payments:

Bank of America, N.A.
Mail Code:  CA4-706-05-09
Agency Services #5596
1850 Gateway Boulevard, 5th Floor
Concord, California  94520
Attention:  Jeff Khamsivone
Telephone:  (925) 675-8432
Facsimile:  (888) 969-2451


Other Notices:

Bank of America, N.A.
Mail Code: CA5-701-05-19
Agency Services #5596
1455 Market Street, 5th Floor
San Francisco, CA 94103-1339
Attention:  Annie Cuenco
Telephone:  (415) 436-4008
Facsimile:  (415) 503-5007






SFRLIBI\MMK\6146301.06         S-10.02(Amended)-1       364-Day Credit Agreement

<PAGE>

with a copy to:

Bank of America, N.A.
Portfolio Management - Retail Group
Mail Code:  TX1-492-66-01
901 Main Street, 66th Floor
Dallas, TX 75202
Attention:  Daniel M. Killian, Managing Director
Telephone:  (214) 209-0978
Facsimile:  (415) 209-0905

Agent's Payment Office:

Bank of America, N.A.
ABA No. 111000012
Attention:  Agency Administrative Services Unit #5596
Reference:  Albertson's, Inc.
For credit to Acct. No. 37508-36479


BANK OF AMERICA, N.A., as a Bank
-----------------------

Domestic and Offshore Lending Office:
(Borrowing Notices, Notices of Conversion/Continuation and Payments)

Bank of America, N.A.
Mail Code:  CA4-706-05-09
Agency Services #5596
1850 Gateway Boulevard, 5th Floor
Concord, California  94520
Attention:  Jeff Khamsivone
Telephone:  (925) 675-8432
Facsimile:  (888) 969-2451

All other Notices:

Bank of America, N.A.
Portfolio Management - Retail Group
Mail Code:  TX1-492-66-01
901 Main Street, 66th Floor
Dallas, TX 75202
Attention:  Daniel M. Killian, Managing Director
Telephone:  (214) 209-0978
Facsimile:  (415) 209-0905





SFRLIBI\MMK\6146301.06         S-10.02(Amended)-2       364-Day Credit Agreement

<PAGE>

BANK ONE, N.A., as Syndication Agent and as a Bank
--------------

Domestic and Offshore Lending Office:

Bank One, NA
1 Bank One Plaza
IL1-0088
Chicago, Illinois  60670
Attention:  April Yebd
Telephone:  (312) 732-4823
Facsimile:  (312) 732-2715


Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

Bank One, NA
1 Bank One Plaza
IL1-0086
Chicago, Illinois  60670
Attention:  Paul E. Rigby, Senior Vice President
Telephone:  (312) 732-6132
Facsimile:  (312) 732-2715


UNION BANK OF CALIFORNIA, N.A., as Documentation Agent and as a Bank
------------------------------

Domestic and Offshore Lending Office:

Union Bank of California, N.A.
Commercial Customer Service Unit
1980 Saturn Street
Monterey Park, California  91755
Attention:  Ruby Gonzales
Telephone:  (323) 720-7055
Facsimile:  (323) 724-6198


Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

Union Bank of California, N.A.
350 California Street, 6th Floor
San Francisco, California  94104
Attention:  Timothy P. Streb, Vice President
Telephone:  (415) 705-7021
Facsimile:  (415) 705-5093



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<PAGE>

WELLS FARGO BANK, N.A., as Documentation Agent and as a Bank
----------------------

Domestic and Offshore Lending Office:

Wells Fargo Bank, N.A.
201 Third Street
MAC A0187-081
San Francisco, California  94103
Attention:  Ginnie Padgett
Telephone:  (415) 477-5374
Facsimile:  (415) 512-1943


Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

Wells Fargo Bank, N.A.
999 Third Avenue, 11th Floor
MAC P6540-11E
Seattle, Washington  98104
Attention:  Steven J. Andersen
Telephone:  (206) 292-3666
Facsimile:  (206) 292-3595


Secondary Contact:

Wells Fargo Bank, N.A.
1300 SW 5th Ave., 7th Floor
MAC P6101-076
Portland, OR  97201
Attention:  Meggie A. Chichioco
Telephone:  (503) 886-2215
Facsimile:  (503) 886-2211


BANK OF OKLAHOMA, N.A.

Domestic and Offshore Lending Office:

Bank of Oklahoma, N.A.
One Williams Center 84
Tulsa, Oklahoma  74172
Attention:  Sharon Shannon
Telephone:  (918) 588-6335
Facsimile:  (918) 280-3368



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<PAGE>

Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

Bank of Oklahoma, N.A.
P.O. Box 2300
Tulsa, Oklahoma  74192
Attention:  Jane Faulkenberry, Senior Vice President
Telephone:  (918) 588-6272
Facsimile:  (918) 280-3368


FIRST UNION NATIONAL BANK

Domestic and Offshore Lending Office:

First Union National Bank
201 So. College St.
CP-17
Charlotte, NC  28288
Attention:  Todd Tucker
Telephone:  (704) 383-0905
Facsimile:  (704) 383-7999


Notices (other than Borrowing Notice and Notices of Conversion/Continuation):

First Union National Bank
1339 Chestnut Street
Philadelphia, PA  19107
Attention:  Anthony Braxton, Director
Telephone:  (267) 321-6606
Facsimile:  (267) 321-6700


KEYBANK NATIONAL ASSOCIATION

Domestic and Offshore Lending Office:

KeyBank National Association
431 E. Parkcenter Blvd.
Boise, ID  83706
Attention:  Western Loan Services, Specialty Services
Telephone:  (800) 297-5518
Facsimile:  (800) 297-5495



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<PAGE>

Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

KeyBank National Association
601 108th Avenue, N.E., 5th Floor
Mailstop: WA-31-18-0512
Bellevue, WA  98004
Attention:  Keven D. Smith, Portfolio Manager
Telephone:  (425) 709-4579
Facsimile:  (425) 709-4587


MERRILL LYNCH BANK USA

Domestic and Offshore Lending Office:

Merrill Lynch Bank USA
15 W. South Temple
Suite 300
Salt Lake City, UT  84101
Attention:  Frank Stepan
Telephone:  (801) 526-8316
Facsimile:  (801) 359-4667

Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

Merrill Lynch Bank USA
15 W. South Temple, Suite 300
Salt Lake City, UT  84101
Attention:  Butch Alder, VP - Corp. Lending Officer
Telephone:  (801) 526-8324
Facsimile:  (801) 531-7470


THE NORTHERN TRUST COMPANY

Domestic and Offshore Lending Office:

The Northern Trust Company
50 South LaSalle
Chicago, Illinois  60675
Attention:  Linda Honda
Telephone:  (312) 444-3532
Facsimile:  (312) 630-1566



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<PAGE>

Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

The Northern Trust Company
50 South LaSalle
Chicago, Illinois  60675
Attention:  David J. Mitchell
Telephone:  (312) 444-5033
Facsimile:  (312) 444-5055


TCF NATIONAL BANK

Domestic and Offshore Lending Office:

TCF National Bank
500 W. Brown Deer Road
P.O. Box 170995
Milwaukee, WI 53217-8096
Attention: Sue Binder
Telephone: (414) 351-8657
Facsimile: (414) 351-8694


Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

TCF National Bank
500 W. Brown Deer Road
P.O. Box 170995
Milwaukee, WI 53217-8096
Attention:  Russell P. McMinn, Senior Vice President
Telephone:  (414) 351-8383
Facsimile:  (414) 351-8680


UMB BANK, N.A.

Domestic and Offshore Lending Office:

UMB Bank, N.A.
928 Grand Boulevard
Kansas City, Missouri  64106
Attention:  Vaughnda Ritchie
Telephone:  (816) 860-7019
Facsimile:  (816) 860-7796



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<PAGE>

Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

UMB Bank, N.A.
1010 Grand Boulevard
Kansas City, Missouri  64106
Attention:  David A. Proffitt, Senior Vice President
Telephone:  (816) 860-7935
Facsimile:  (816) 860-7143






























SFRLIBI\MMK\6146301.06         S-10.02(Amended)-8       364-Day Credit Agreement

<PAGE>


                               EXHIBIT C (AMENDED)

                         FORM OF COMPLIANCE CERTIFICATE



                                ALBERTSON'S, INC.


                    Financial Statements Date: ______________


          Reference  is  made  to  that  certain  Amended  and  Restated  Credit
Agreement dated as of March 13, 2002 (as extended,  renewed, amended or restated
from time to time, the "364-Day Credit Agreement"), among Albertson's, Inc. (the
"Company"),  the several financial  institutions from time to time party thereto
(the  "Banks")  and Bank of  America,  N.A.,  as Agent  (in such  capacity,  the
"Agent").  Unless otherwise  defined herein,  capitalized terms used herein have
the respective meanings assigned to them in the 364-Day Credit Agreement.

          The undersigned Responsible Officer of the Company hereby certifies as
of the date hereof  that he/she is the  [_______________]  of the  Company,  and
that, as such,  he/she is authorized to execute and deliver this  Certificate to
the Banks  and the  Agent on the  behalf  of the  Company  and its  consolidated
Subsidiaries, and that:

[Use the following paragraph if this Certificate is delivered in connection with
the financial  statements  required by subsection  6.01(a) of the 364-Day Credit
Agreement.]

          1.  Attached  hereto  are  true  and  correct  copies  of the  audited
consolidated  balance sheet of the Company and its Consolidated  Subsidiaries as
at the end of the fiscal year ended _______________ and the related consolidated
statements of income or operations, shareholders' equity and cash flows for such
year,  setting  forth  in each  case in  comparative  form the  figures  for the
previous  fiscal  year,  all  reported  on in a  manner  acceptable  to the SEC,
accompanied by the unqualified opinion of the Independent Auditor, which opinion
(a) shall state that such consolidated  financial  statements present fairly the
financial  position for the periods indicated in conformity with GAAP applied on
a basis  consistent  with prior years and (b) is not  qualified  as to (i) going
concern, or (ii) any limitation in the scope of audit.


                                       or

[Use the following paragraph if this Certificate is delivered in connection with
the financial  statements  required by subsection  6.01(b) of the 364-Day Credit
Agreement.]

     1.  Attached   hereto  are  true  and  correct   copies  of  the  unaudited
consolidated  balance sheet of the Company and its Consolidated  Subsidiaries as
of the end of the fiscal  quarter ended  _________ and the related  consolidated
statements  of  income,  shareholders'  equity  and cash  flows  for the  period



SFRLIBI\MMK\6146301.06                C-1               364-Day Credit Agreement

<PAGE>

commencing  on the first day and ending on the last day of such  quarter,  which
are  complete  and accurate in all  material  respects  and fairly  present,  in
accordance   with  GAAP  (subject  to  ordinary,   good  faith   year-end  audit
adjustments),  the financial  position,  the results of operations  and the cash
flows of the Company and the Consolidated Subsidiaries.

     2. The  undersigned  has  reviewed  and is  familiar  with the terms of the
364-Day  Credit  Agreement  and has made, or has caused to be made under his/her
supervision,  a detailed review of the transactions and condition  (financial or
otherwise)  of the Company and its  Subsidiaries  during the  accounting  period
covered by the attached financial statements.

     3. The Company and its  Subsidiaries,  during such period,  have  observed,
performed or satisfied all of the covenants and other agreements,  and satisfied
every  condition in the 364-Day  Credit  Agreement to be observed,  performed or
satisfied  by the  Company  and its  Subsidiaries,  and the  undersigned  has no
knowledge of any Default or Event of Default.

     4. The financial  covenant analyses and information set forth on Schedule 1
attached hereto are true and accurate on and as of the date of this Certificate.

          IN WITNESS  WHEREOF,  the undersigned has executed this Certificate as
the ____________ of the Company as of ______________, _______.

                                         ALBERTSON'S, INC.


                                         By:
                                             -----------------------------------

                                         Title:
                                               ---------------------------------















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<PAGE>


                                   SCHEDULE 1
                          to the Compliance Certificate


                                ALBERTSON'S, INC.
               364-DAY CREDIT AGREEMENT DATED AS OF MARCH 13, 2002

Dated _________________

For the fiscal quarter ended __________

(in thousands)



Consolidated Tangible Net Worth Calculation:


Common stock                                                        $___________

Capital in excess                                                    ___________

Retained earnings                                                    ___________


Stockholders' equity                                                 ___________

    Plus:    Deferred investment tax credits                         ___________

    Minus:   Intangible assets:
             (specify)                                               ___________

    Plus:    CTNW Adjustments, if any:
             (specify)                                               ___________


Consolidated Tangible Net Worth                                     $___________



Section 7.05:  Consolidated Tangible Net Worth shall be not         $___________
                 less than $3.0 billion








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<PAGE>



Fixed Charge Coverage Ratio Calculation:


Net Earnings before One Time Charges                                $___________

Income Taxes                                                         ___________

Consolidated Interest Expense                                        ___________

Depreciation & Amortization                                          ___________

Consolidated Rental Expense                                          ___________

        Minus:

                 Cash One Time Charges                              $___________


               EBITDAR                                              $___________


Consolidated Interest Expense                                       $___________

Consolidated Rental Expense                                          ___________


Total Fixed Charges                                                 $___________


               Fixed Charge Coverage                                 ___________


Section 7.06:  Fixed Charge Coverage Ratio shall be not
               less than 2.70 to 1.00.                               ___________
















SFRLIBI\MMK\6146301.06                C-2               364-Day Credit Agreement

</TEXT>
</DOCUMENT>
