ALBERTSONS INC /DE/
CHANGE OF CONTROL SEVERANCE FOR SVP & GVP
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>abs10q32002exhibit10-44.txt
<DESCRIPTION>CHANGE OF CONTROL SEVERANCE FOR SVP & GVP
<TEXT>
                                                                   Exhibit 10.44


                                ALBERTSON'S, INC.


                      CHANGE OF CONTROL SEVERANCE AGREEMENT

               FOR SENIOR VICE PRESIDENTS AND GROUP VICE PRESIDENTS

         THIS CHANGE OF CONTROL SEVERANCE AGREEMENT (this "Agreement"), dated as
of November 1, 2002,  is made and entered by and  between  Albertsons,  Inc.,  a
Delaware corporation (the "Company"), and _________________ (the "Executive").

                                   WITNESSETH:

         WHEREAS,  the Executive is a key employee of the Company or one or more
of its  Subsidiaries (as defined below) and has made and is expected to continue
to make major  contributions to the short- and long-term  profitability,  growth
and financial strength of the Company;

         WHEREAS,  the Company recognizes that, as is the case for most publicly
held companies, the possibility of a Change in Control (as defined below) exists
and that such  possibility,  and the uncertainty it may create among management,
may result in the  distraction  or departure  of  management  personnel,  to the
detriment of the Company and its stockholders;

         WHEREAS,  the  Company  desires to assure  itself of both  present  and
future  continuity  of  management  and  desires to  establish  certain  minimum
severance  benefits  for  certain  of  its  senior  executives,   including  the
Executive, applicable in the event of a Change in Control; and

         WHEREAS,  the Company  wishes to ensure that its senior  executives are
not unduly  distracted by the  circumstances  attendant to the  possibility of a
Change in Control and to encourage  the continued  attention  and  dedication of
such  executives,  including the Executive,  to their  assigned  duties with the
Company; and

         WHEREAS,  the Company desires to provide additional  inducement for the
Executive to continue to remain in the employ of the Company.

         NOW, THEREFORE, the Company and the Executive agree as follows:

         1.  Certain  Defined  Terms.  In  addition to terms  defined  elsewhere
herein,  the  following  terms  have the  following  meanings  when used in this
Agreement with initial capital letters:

         (a) "Base Pay" means the  Executive's  annual  base  salary  rate as in
effect from time to time.

         (b) "Board" means the Board of Directors of the Company.



<PAGE>


         (c) "Cause" means that,  prior to any  termination  pursuant to Section
3(b), the Executive shall have:

              (i) been  convicted  of a criminal  violation  involving,  in each
     case, fraud,  embezzlement or theft in connection with his duties or in the
     course of his employment with the Company or any Subsidiary;

              (ii)  committed  intentional  wrongful  damage to  property of the
     Company or any Subsidiary; or

              (iii)  committed   intentional   wrongful   disclosure  of  secret
     processes or confidential information of the Company or any Subsidiary.

     and any such act shall have been demonstrably and materially harmful to the
     Company.  For purposes of this  Agreement,  no act or failure to act on the
     part of the Executive shall be deemed "intentional" if it was due primarily
     to an error in judgment or  negligence,  but shall be deemed  "intentional"
     only if done or omitted to be done by the  Executive  not in good faith and
     without  reasonable  belief that the Executive's  action or omission was in
     the best  interest  of the  Company.  Notwithstanding  the  foregoing,  the
     Executive shall not be deemed to have been terminated for "Cause" hereunder
     unless and until there shall have been delivered to the Executive a copy of
     a resolution  duly adopted by the  affirmative  vote of not less than three
     quarters  of the Board then in office at a meeting of the Board  called and
     held for such  purpose,  after  reasonable  notice to the  Executive and an
     opportunity for the Executive,  together with the  Executive's  counsel (if
     the Executive chooses to have counsel present at such meeting), to be heard
     before the Board, finding that, in the good faith opinion of the Board, the
     Executive had committed an act  constituting  "Cause" as herein defined and
     specifying the particulars thereof in detail. Nothing herein will limit the
     right of the  Executive  or his  beneficiaries  to contest the  validity or
     propriety of any such determination.

         (d) "Change in Control" means the occurrence  during the Term of any of
the following events:

              (i) the acquisition by any individual, entity or group (within the
     meaning of Section  13(d)(3) or 14(d)(2) of the Exchange  Act) (a "Person")
     of beneficial ownership (within the meaning of Rule 13d-3 promulgated under
     the  Exchange  Act) of 20% or  more of the  combined  voting  power  of the
     then-outstanding Voting Stock of the Company; provided, however, that:

              (1)  for  purposes  of  this  Section   1(d)(i),   the   following
         acquisitions  shall  not  constitute  a  Change  in  Control:  (A)  any
         acquisition  of Voting Stock of the Company  directly  from the Company
         that is  approved  by a majority of the  Incumbent  Directors,  (B) any
         acquisition  of  Voting  Stock of the  Company  by the  Company  or any
         Subsidiary,  (C) any  acquisition of Voting Stock of the Company by any
         employee benefit plan (or related trust) sponsored or maintained by the
         Company or any  Subsidiary,  and (D) any acquisition of Voting Stock of
         the  Company by any Person  pursuant  to a  Business  Combination  that
         complies with clauses (A), (B) and (C) of Section 1(d)(iii) below;



<PAGE>


              (2) if any Person acquires beneficial  ownership of 20% or more of
         combined  voting  power  of the  then-outstanding  Voting  Stock of the
         Company  as a result of a  transaction  described  in clause  (1)(A) of
         Section 1(d)(i) and such Person thereafter becomes the beneficial owner
         of any additional shares of Voting Stock of the Company representing 1%
         or more of the then-outstanding Voting Stock of the Company, other than
         in an  acquisition  directly  from the  Company  that is  approved by a
         majority  of the  Incumbent  Directors  or other  than as a result of a
         stock  dividend,  stock  split or similar  transaction  effected by the
         Company in which all holders of Voting Stock are treated equally,  such
         subsequent acquisition shall be treated as a Change in Control;

              (3) a Change in Control  will not be deemed to have  occurred if a
         Person acquires beneficial ownership of 20% or more of the Voting Stock
         of the  Company as a result of a  reduction  in the number of shares of
         Voting  Stock of the Company  outstanding  unless and until such Person
         thereafter  becomes the beneficial  owner of any  additional  shares of
         Voting   Stock  of  the  Company   representing   1%  or  more  of  the
         then-outstanding Voting Stock of the Company, other than as a result of
         a stock dividend,  stock split or similar  transaction  effected by the
         Company in which all holders of Voting Stock are treated equally; and

              (4) if at least a majority of the Incumbent Directors determine in
         good faith that a Person has  acquired  beneficial  ownership of 20% or
         more of the Voting Stock of the Company inadvertently,  and such Person
         divests as promptly as  practicable  a  sufficient  number of shares so
         that such Person beneficially owns less than 20% of the Voting Stock of
         the Company,  then no Change in Control shall have occurred as a result
         of such Person's acquisition; or

              (ii) a majority of the Directors are not Incumbent Directors; or

              (iii)   the   consummation   of  a   reorganization,   merger   or
     consolidation,  or sale or other disposition of all or substantially all of
     the  assets  of the  Company  or  the  acquisition  of  assets  of  another
     corporation, or other transaction (each, a "Business Combination"), unless,
     in each case,  immediately  following such Business  Combination (A) all or
     substantially  all of the  individuals and entities who were the beneficial
     owners of Voting Stock of the Company  immediately  prior to such  Business
     Combination beneficially own, directly or indirectly,  more than 60% of the
     combined voting power of the then outstanding shares of Voting Stock of the
     entity  resulting  from  such  Business  Combination  (including,   without
     limitation,  an  entity  which as a  result  of such  transaction  owns the
     Company or all or substantially all of the Company's assets either directly
     or  through  one or more  subsidiaries),  (B) no  Person  (other  than  the
     Company,  such entity  resulting  from such  Business  Combination,  or any
     employee  benefit plan (or related  trust)  sponsored or  maintained by the
     Company,  any  Subsidiary  or such  entity  resulting  from  such  Business
     Combination) beneficially owns, directly or indirectly,  20% or more of the
     combined voting power of the then outstanding shares of Voting Stock of the
     entity  resulting  from  such  Business  Combination,  and  (C) at  least a
     majority of the members of the Board of Directors  of the entity  resulting
     from such Business  Combination were Incumbent Directors at the time of the
     execution of the initial  agreement or of the action of the Board providing
     for such Business Combination; or



<PAGE>


              (iv)  approval  by the  shareholders  of the Company of a complete
     liquidation or dissolution  of the Company,  except  pursuant to a Business
     Combination  that  complies  with  clauses  (A),  (B)  and  (C) of  Section
     1(d)(iii).

         (e) "Employee  Benefits"  means the  perquisites,  benefits and service
credit for benefits as provided under any and all employee retirement income and
Welfare Benefit policies,  plans, programs or arrangements in which Executive is
entitled  to  participate,   including  without  limitation  any  stock  option,
performance  share,   performance  unit,  stock  purchase,  stock  appreciation,
savings, pension,  supplemental executive retirement, or other retirement income
or Welfare Benefit,  deferred  compensation,  incentive  compensation,  group or
other life,  health,  medical/hospital  or other  insurance  (whether  funded by
actual  insurance or self-insured  by the Company or a Subsidiary),  disability,
salary continuation,  expense reimbursement and other employee benefit policies,
plans,  programs or arrangements that may now exist or any equivalent  successor
policies,  plans,  programs or arrangements that may be adopted hereafter by the
Company or a Subsidiary, providing perquisites,  benefits and service credit for
benefits  at  least  as  great  in  the  aggregate  as  are  payable  thereunder
immediately prior to a Change in Control.

         (f)  "Exchange  Act"  means the  Securities  Exchange  Act of 1934,  as
amended.

         (g) "Good Reason" means the  occurrence of one or more of the following
events  (regardless  of whether any other  reason,  other than  Cause,  for such
termination   exists  or  has  occurred,   including  without  limitation  other
employment):

              (i)  Failure to elect or  reelect or  otherwise  to  maintain  the
     Executive in the office or the position,  or a substantially  equivalent or
     better office or position,  of or with the Company  and/or a Subsidiary (or
     any successor thereto by operation of law of or otherwise), as the case may
     be, which the Executive held immediately  prior to a Change in Control,  or
     the  removal  of the  Executive  as a  Director  of the  Company  and/or  a
     Subsidiary  (or any successor  thereto) if the Executive  shall have been a
     Director of the Company and/or a Subsidiary immediately prior to the Change
     in Control;

              (ii) Failure of the Company to remedy any of the following  within
     10 calendar  days after  receipt by the Company of written  notice  thereof
     from the Executive: (A) A significant adverse change in the nature or scope
     of the authorities, powers, functions,  responsibilities or duties attached
     to the position  with the Company and any  Subsidiary  which the  Executive
     held  immediately  prior to the Change in Control,  (B) a reduction  in the
     Executive's  Base Pay received  from the Company or any  Subsidiary,  (C) a
     reduction in the  Executive's  Incentive Pay as compared with the Incentive
     Pay  most  recently  paid  prior  to the  Change  in  Control,  or (D)  the
     termination or denial of the Executive's  rights to Employee  Benefits or a
     reduction in the scope or value thereof;

              (iii)  The  liquidation,  dissolution,  merger,  consolidation  or
     reorganization  of the Company or the transfer of all or substantially  all
     of its business  and/or  assets,  unless the  successor or  successors  (by
     liquidation, merger, consolidation,  reorganization, transfer or otherwise)
     to which all or  substantially  all of its business and/or assets have been
     transferred  (by  operation  of law or  otherwise)  assumed  all duties and
     obligations of the Company under this Agreement pursuant to Section 11(a);



<PAGE>




              (iv) The Company  requires  the  Executive  to have his  principal
     location of work changed to any location that is in excess of 50 miles from
     the  location  thereof  immediately  prior to the  Change  in  Control,  or
     requires  the  Executive  to travel  away from his  office in the course of
     discharging his  responsibilities or duties hereunder at least 20% more (in
     terms of  aggregate  days in any calendar  year or in any calendar  quarter
     when  annualized  for  purposes of  comparison  to any prior year) than was
     required of Executive in any of the three full years  immediately  prior to
     the Change in Control  without,  in either case, his prior written consent;
     or

              (v) Without  limiting the  generality or effect of the  foregoing,
     any  material  breach of this  Agreement  by the  Company or any  successor
     thereto which is not remedied by the Company  within 10 calendar days after
     receipt by the Company of written notice from the Executive of such breach.

         (h) "Incentive  Pay" means an annual bonus,  incentive or other payment
of  compensation,  in  addition  to Base  Pay,  made or to be made in  regard to
services rendered in any year or other period pursuant to any bonus,  incentive,
profit-sharing,  performance,  discretionary pay or similar  agreement,  policy,
plan,  program  or  arrangement  (whether  or not  funded)  of the  Company or a
Subsidiary, or any successor thereto. "Incentive Pay" does not include any stock
option,  stock appreciation,  stock purchase,  restricted stock or similar plan,
program,  arrangement  or grant,  whether or not provided  under an  arrangement
described in the preceding sentence.

         (i) "Incumbent  Directors"  means the  individuals  who, as of the date
hereof,  are  Directors  of the Company and any  individual  becoming a Director
subsequent  to the date hereof whose  election,  nomination  for election by the
Company's  shareholders,  or  appointment,  was  approved  by a vote of at least
two-thirds  of the then  Incumbent  Directors  (either by a specific  vote or by
approval of the proxy  statement of the Company in which such person is named as
a  nominee  for  director,  without  objection  to such  nomination);  provided,
however,  that  an  individual  shall  not  be an  Incumbent  Director  if  such
individual's  election  or  appointment  to the  Board  occurs as a result of an
actual or threatened  election  contest (as  described in Rule  14a-12(c) of the
Exchange  Act) with  respect to the  election or removal of  Directors  or other
actual or  threatened  solicitation  of proxies or consents by or on behalf of a
Person other than the Board.

         (j) "Retirement  Plans" means the benefit plans of the Company that are
intended to be qualified  under Section  401(a) of the Internal  Revenue Code of
1986, as amended (the "Code") and any supplemental  executive retirement benefit
plan or any other  plan  that is a  successor  thereto  if the  Executive  was a
participant in such Retirement Plan on the date of the Change in Control.

         (k) "Severance  Period" means the period of time commencing on the date
of the first  occurrence of a Change in Control and continuing until the earlier
of (i) the second  anniversary  of the  occurrence of the Change in Control,  or
(ii)  the  Executive's  death;  provided,   however,  that  commencing  on  each
anniversary of the Change in Control, the Severance Period will automatically be
extended for an additional year unless, not later than 90 calendar days prior to
such  anniversary  date,  either the Company or the  Executive  shall have given
written notice to the other that the Severance Period is not to be so extended.
<PAGE>

         (l)  "Subsidiary"  means an  entity in which the  Company  directly  or
indirectly beneficially owns 50% or more of the outstanding Voting Stock.

         (m)  "Term"  means the  period  commencing  as of the date  hereof  and
expiring on the close of business on December 31, 2005; provided,  however, that
(i)  commencing  on January 1, 2004 and each January 1  thereafter,  the term of
this Agreement will automatically be extended for an additional year unless, not
later than September 30 of the  immediately  preceding  year, the Company or the
Executive shall have given notice that it or the Executive,  as the case may be,
does not wish to have the Term  extended;  (ii) if a Change  in  Control  occurs
during the Term,  the Term shall expire and this Agreement will terminate on the
last day of the Severance  Period;  and (iii) subject to Section 3(c), if, prior
to a Change in Control, the Executive ceases for any reason to be an employee of
the Company or any Subsidiary (including  termination arising in connection with
the Company  ceasing to  beneficially  own 50% or more of the Voting  Stock of a
Subsidiary),  or ceases to be an employee at a level  previously  designated for
the benefits set forth in Annex A hereto,  thereupon  without further action the
Term  shall be  deemed  to have  expired  and this  Agreement  will  immediately
terminate and be of no further  effect.  For purposes of this Section 1(n),  the
Executive  shall not be deemed to have  ceased to be an  employee of the Company
and any Subsidiary by reason of the transfer of Executive's  employment  between
the Company and any Subsidiary, or among any Subsidiaries.

         (n)  "Termination  Date"  means  the  date  on  which  the  Executive's
employment  is  terminated  (the  effective  date of which  shall be the date of
termination,  or such other date that may be specified  by the  Executive if the
termination is pursuant to Section 3(b)).

         (o) "Voting Stock" means  securities  entitled to vote generally in the
election of directors.

         (p) "Welfare  Benefits" means Employee Benefits that are provided under
any  "welfare  plan"  (within  the  meaning  of  Section  3(1)  of the  Employee
Retirement Income Security Act of 1974, as amended) of the Company.

     2.  Operation of Agreement.  This  Agreement  will be effective and binding
immediately upon its execution,  but, anything in this Agreement to the contrary
notwithstanding,  except as provided in Section 3(c), this Agreement will not be
operative unless and until a Change in Control occurs.  Upon the occurrence of a
Change in Control at any time  during the Term,  without  further  action,  this
Agreement will become immediately operative.

     3.  Termination  Following  a Change  in  Control.  (a) In the event of the
occurrence of a Change in Control, the Executive's  employment may be terminated
by the Company or a Subsidiary  during the  Severance  Period and the  Executive
will be entitled to the benefits  provided by Section 4 unless such  termination
is the result of the occurrence of one or more of the following events:

              (i) The Executive's death;



<PAGE>


              (ii) If the  Executive  becomes  permanently  disabled  within the
     meaning of, and begins actually to receive disability benefits pursuant to,
     the long-term  disability  plan in effect for, or applicable to,  Executive
     immediately prior to the Change in Control; or

              (iii) Cause.

If, during the Severance Period, the Executive's employment is terminated by the
Company or any Subsidiary  other than pursuant to Section  3(a)(i),  3(a)(ii) or
3(a)(iii), the Executive will be entitled to the benefits provided by Section 4.

         (b)  In the  event  of the  occurrence  of a  Change  in  Control,  the
Executive may terminate  employment  with the Company and any Subsidiary  during
the Severance Period for Good Reason with the right to severance compensation as
provided in Section 4.

         (c) Anything in this  Agreement to the contrary  notwithstanding,  if a
Change in Control  occurs and not more than twelve  months  prior to the date on
which the Change in Control occurs, the Executive's  employment with the Company
ceases at the  previously  designated  level or is terminated by the Company (or
the Executive  terminates  his  employment  for Good Reason),  such cessation or
termination  of employment  will be deemed to be a cessation or  termination  of
employment  after a Change in Control  for  purposes  of this  Agreement  if the
Executive has  reasonably  demonstrated  that such  cessation or  termination of
employment  (i)  was at the  request  of a  third  party  who  has  taken  steps
reasonably  calculated to effect a Change in Control, or (ii) otherwise arose in
connection with or in anticipation of a Change in Control.

         (d) A  termination  by the Company  pursuant to Section  3(a) or by the
Executive pursuant to Section 3(b) will not affect any rights that the Executive
may have pursuant to any agreement,  policy, plan, program or arrangement of the
Company  or  Subsidiary  providing  Employee  Benefits,  which  rights  shall be
governed by the terms thereof,  except for any rights to severance  compensation
to which  Executive may be entitled  upon  termination  of employment  under any
severance or employment  agreement  between the Company and the Executive  which
rights, to the extent not greater than those provided by this Agreement,  shall,
during the Severance Period, be superseded by this Agreement.

     4. Severance Compensation.  (a) If, following the occurrence of a Change in
Control, the Company or Subsidiary terminates the Executive's  employment during
the  Severance  Period  other than  pursuant  to Section  3(a)(i),  3(a)(ii)  or
3(a)(iii),  or if the Executive  terminates his  employment  pursuant to Section
3(b),  provided that the Executive executes a release  substantially in the form
rendered by senior executives of the Company prior to the Change in Control. The
Company will pay to the Executive  the amounts  described in Annex A within five
business  days after the  Termination  Date and will  continue to provide to the
Executive the benefits described on Annex A for the periods described therein.

         (b) Without  limiting the rights of the  Executive at law or in equity,
if the Company  fails to make any payment or provide any benefit  required to be
made or provided  hereunder on a timely basis,  the Company will pay interest on
the  amount or value  thereof at an  annualized  rate of  interest  equal to the
"prime  rate" as set forth from time to time during the  relevant  period in The
Wall Street Journal "Money Rates" column, plus 2%. Such interest will be payable
as it accrues on demand.  Any change in such prime rate will be effective on and
as of the date of such change.



<PAGE>


         (c)  Unless  otherwise  expressly  provided  by the  applicable  annual
incentive  compensation  plan or program,  after the  occurrence  of a Change in
Control,  the Company will pay in cash to the  Executive a lump sum amount equal
to the value of the  Executive's  annual bonus for the  performance  period that
includes  the date on which the Change in  Control  occurred,  disregarding  any
applicable vesting requirements;  provided that such amount will be equal to the
product of the target award  percentage  under the applicable  annual  incentive
plan or program in effect  immediately prior to the Change in Control times Base
Pay, but prorated to base payment only on the portion of the Executive's service
that had elapsed during the applicable  performance period through the Change in
Control. Such payment will be made within five business days after the Change in
Control.

     5.  Limitation on Payments and Benefits.  Notwithstanding  any provision of
this Agreement to the contrary,  if any amount or benefit to be paid or provided
under this Agreement would be an "Excess Parachute  Payment," within the meaning
of Section 280G of the Code, but for the application of this sentence,  then the
payments  and  benefits  to be paid or  provided  under this  Agreement  will be
reduced to the minimum  extent  necessary (but in no event to less than zero) so
that no portion of any such payment or benefit,  as so reduced,  constitutes  an
Excess Parachute Payment;  provided,  however, that the foregoing reduction will
be made  only if and to the  extent  that  such  reduction  would  result  in an
increase in the aggregate payment and benefits to be provided,  determined on an
after-tax basis (taking into account the excise tax imposed  pursuant to Section
4999 of the Code, any tax imposed by any comparable  provision of state law, and
any applicable  federal,  state and local income and employment taxes).  Whether
requested  by the  Executive or the Company,  the  determination  of whether any
reduction in such  payments or benefits to be provided  under this  Agreement or
otherwise is required  pursuant to the  preceding  sentence  will be made at the
expense of the Company by the Company's independent  accountants in effect prior
to the Change in  Control.  The fact that the  Executive's  right to payments or
benefits may be reduced by reason of the limitations contained in this Section 5
will not of itself limit or otherwise  affect any other rights of the  Executive
other than pursuant to this Agreement.  In the event that any payment or benefit
intended to be provided  under this  Agreement  or  otherwise  is required to be
reduced  pursuant to this Section 5, the Executive will be entitled to designate
the  payments  and/or  benefits to be so reduced in order to give effect to this
Section  5.  The  Company  will  provide  the  Executive  with  all  information
reasonably  requested  by the  Executive  to permit the  Executive  to make such
designation.  In the event  that the  Executive  fails to make such  designation
within 10 business  days of the  Termination  Date,  the Company may effect such
reduction in any manner it deems appropriate.

     6. No Mitigation  Obligation.  The Company hereby acknowledges that it will
be  difficult  and may be  impossible  for  the  Executive  to  find  reasonably
comparable employment following the Termination Date.  Accordingly,  the payment
of the severance compensation by the Company to the Executive in accordance with
the  terms  of this  Agreement  is  hereby  acknowledged  by the  Company  to be
reasonable, and the Executive will not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or otherwise,
nor  will any  profits,  income,  earnings  or other  benefits  from any  source
whatsoever create any mitigation,  offset,  reduction or any other obligation on
the part of the Executive  hereunder or otherwise,  except as expressly provided
in the last sentence of Paragraph 2 of Annex A.



<PAGE>


     7.  Legal  Fees and  Expenses.  It is the  intent of the  Company  that the
Executive  not be  required  to  incur  legal  fees  and  the  related  expenses
associated with the interpretation, enforcement or defense of Executive'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 Executive hereunder.  Accordingly, if it should appear to the Executive 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 Executive the benefits  provided or intended to be provided to
the Executive hereunder,  the Company irrevocably  authorizes the Executive from
time to time to retain  counsel of  Executive's  choice,  at the  expense of the
Company  as  hereafter  provided,  to advise  and  represent  the  Executive  in
connection  with any such  interpretation,  enforcement  or  defense,  including
without  limitation  the  initiation or defense of any litigation or other legal
action in regard  thereto,  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
Executive's entering into an attorney-client relationship with such counsel, and
in that  connection  the Company  and the  Executive  agree that a  confidential
relationship will exist between the Executive and such counsel.  Without respect
to whether the Executive  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 Executive
in  connection  with any of the  foregoing;  provided  that,  in  regard to such
matters,  the Executive has not acted in bad faith or with no colorable claim of
success.  Such payments will be made within five business days after delivery of
the Executive's  written  requests for payment,  accompanied by such evidence of
fees and expenses incurred as the Company may reasonably require.

     8. Confidentiality; Nonsolicitation; Nondisparagement.

         (a)  During the Term,  the  Company  agrees  that it will  disclose  to
Executive  its  confidential  or  proprietary  information  (as  defined in this
Section 8(a)) to the extent necessary for Executive to carry out his obligations
to the Company.  The  Executive  hereby  covenants  and agrees that he will not,
without the prior written consent of the Company,  during the Term or thereafter
disclose to any person not employed by the Company,  or use in  connection  with
engaging in  competition  with the  Company,  any  confidential  or  proprietary
information  of  the  Company.   For  purposes  of  this  Agreement,   the  term
"confidential  or proprietary  information"  will include all information of any
nature  and in any form that is owned by the  Company  and that is not  publicly
available  (other than by Executive's  breach of this Section 8(a)) or generally
known to  persons  engaged  in  businesses  similar  or  related to those of the
Company.   Confidential  or  proprietary   information  will  include,   without
limitation,  the Company's  financial matters,  customers,  employees,  industry
contracts,  strategic business plans,  product development (or other proprietary
product data),  marketing plans, and all other secrets and all other information
of a  confidential  or  proprietary  nature.  For purposes of the  preceding two
sentences,  the term "Company"  will also include any Subsidiary  (collectively,
the "Restricted Group"). The foregoing  obligations imposed by this Section 8(a)
will not apply (i) during the Term, in the course of the business of and for the
benefit of the Company, (ii) if such confidential or proprietary information has
become,  through  no fault of the  Executive,  generally  known to the public or
(iii) if the Executive is required by law to make  disclosure  (after giving the
Company notice and an opportunity to contest such requirement).

         (b) The Executive  hereby covenants and agrees that during the Term and
for one year thereafter Executive will not, without the prior written consent of
the Company, on behalf of Executive or on behalf of any person, firm or company,
directly or indirectly,  attempt to influence, persuade or induce, or assist any
other person in so persuading or inducing,  any employee of the Restricted Group
to give up, or to not commence,  employment or a business  relationship with the
Restricted Group.

         (c) The Executive  hereby  covenants and agrees that the Executive will
not  make,  publish  or cause to be made or  published  any  public  or  private
statement  disparaging the Company or its present or former officers,  directors
or employees.

         (d) Executive  and the Company  agree that the  covenants  contained in
this Section 8 are reasonable under the circumstances, and further agree that if
in the opinion of any court of competent  jurisdiction  any such covenant is not
reasonable in any respect,  such court will have the right,  power and authority
to excise or modify any  provision  or  provisions  of such  covenants as to the
court will appear not  reasonable  and to enforce the remainder of the covenants
as so  amended.  Executive  acknowledges  and  agrees  that  the  remedy  at law
available to the Company for breach of any of his obligations under this Section
8 would be  inadequate  and that  damages  flowing  from  such a breach  may not
readily  be  susceptible  to being  measured  in  monetary  terms.  Accordingly,
Executive  acknowledges,  consents  and agrees  that,  in  addition to any other
rights or  remedies  that the  Company  may have at law, in equity or under this
Agreement,  upon adequate  proof of his violation of any such  provision of this
Agreement,  the Company will be entitled to immediate  injunctive relief and may
obtain a temporary order  restraining any threatened or further breach,  without
the necessity of proof of actual damage.

     9. Employment  Rights.  Nothing expressed or implied in this Agreement will
create any right or duty on the part of the Company or the Executive to have the
Executive  remain in the employment of the Company or any Subsidiary prior to or
following any Change in Control.

     10. Withholding of Taxes. The Company may withhold from any amounts payable
under this Agreement all federal,  state,  city or other taxes as the Company is
required to withhold pursuant to any applicable law, regulation or ruling.

     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   reasonably
satisfactory  to the  Executive,  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  persons  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 shall thereafter be deemed the "Company" for the purposes of this
Agreement),  but will not otherwise be assignable,  transferable or delegable by
the Company.



<PAGE>


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

         (c) This  Agreement  is  personal  in nature and neither of the parties
hereto will, without the consent of the other, assign, transfer 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,  the  Executive's  right to receive  payments  hereunder  will not be
assignable, transferable or delegable, whether by pledge, creation of a security
interest,  or otherwise,  other than by a transfer by Executive'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, transferred or delegated.

     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 three business days after having been
sent by a nationally recognized overnight courier service such as FedEx, UPS, or
Purolator,  addressed to the Company (to the  attention of the  Secretary of the
Company) at its principal executive office and to the Executive at his principal
residence, 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
shall 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.

     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 modified,  waived
or  discharged  unless such  waiver,  modification  or discharge is agreed to in
writing  signed by the  Executive  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 Sections of this Agreement. References
to Paragraphs are to Paragraphs of an Annex to this Agreement.  Any reference in
this Agreement to a provision of a statute, rule or regulation will also include
any successor provision thereto.

     16.  Survival.  Notwithstanding  any  provision  of this  Agreement  to the
contrary, the parties' respective rights and obligations under Sections 3(c), 4,
5, 7 and 8 will survive any  termination  or expiration of this Agreement or the
termination of the Executive's  employment following a Change in Control for any
reason whatsoever.

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

     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.


                                        ALBERTSONS, INC.




                                        By:  ___________________________________
                                                    [Name and Title]




                                             ___________________________________
                                                    [Executive]

<PAGE>



                                                                         Annex A

                             Severance Compensation


     (1) A lump sum payment in an amount  equal to two times the sum of (A) Base
Pay (at the highest  rate in effect for any period  within  three years prior to
the Termination Date), plus (B) Incentive Pay (in an amount equal to the product
of the  target  award  percentage  under the  applicable  Incentive  Pay plan or
program in effect immediately prior to the Change in Control times Base Pay).

     (2)  For  a  period  of 24  months  following  the  Termination  Date  (the
"Continuation  Period"),  the Company will arrange to provide the Executive with
Welfare Benefits substantially similar to those that the Executive was receiving
or  entitled  to  receive  immediately  prior to the  Termination  Date (or,  if
greater, immediately prior to the reduction, termination, or denial described in
Section  1(g)(ii)).  If and to the extent  that any  benefit  described  in this
Paragraph 2 is not or cannot be paid or provided under any policy, plan, program
or  arrangement of the Company or any  Subsidiary,  as the case may be, then the
Company  will  itself  pay or provide  for the  payment  to the  Executive,  his
dependents and beneficiaries,  of such Employee Benefits along with, in the case
of any benefit  described in this Paragraph 2 which is subject to tax because it
is not or cannot be paid or provided  under any such  policy,  plan,  program or
arrangement  of the Company or any  Subsidiary,  an additional  amount such that
after payment by the Executive, or his dependents or beneficiaries,  as the case
may be, of all taxes so imposed,  the recipient  retains an amount equal to such
taxes.  Notwithstanding the foregoing,  or any other provision of the Agreement,
for purposes of  determining  the period of  continuation  coverage to which the
Executive or any of his dependents is entitled  pursuant to Section 4980B of the
Code under the  Company's  medical,  dental and other  group  health  plans,  or
successor plans, the Executive's  "qualifying  event" will be the termination of
the  Continuation  Period and the Executive  will be considered to have remained
actively employed on a full-time basis through that date. Further,  for purposes
of the  immediately  preceding  sentence and for any other  purpose,  including,
without  limitation,  the  calculation  of  service  or  age  to  determine  the
Executive's  eligibility for benefits under any retiree medical benefits or life
insurance  plan or policy,  the  Executive  shall be considered to have remained
actively   employed  on  a  full-time  basis  through  the  termination  of  the
Continuation  Period.  Without  otherwise  limiting  the  purposes  or effect of
Section 5 or this  Paragraph 2, Employee  Benefits  otherwise  receivable by the
Executive  pursuant to this Paragraph 2 will be reduced to the extent comparable
welfare  benefits are actually  received by the Executive from another  employer
during the Continuation  Period following the Executive's  Termination Date, and
any such benefits  actually  received by the  Executive  will be reported by the
Executive to the Company.

     (3)  Outplacement  services  by a firm  selected by the  Executive,  at the
expense of the Company in an amount up to $10,000.

     (4)  Reimbursement  for relocation  expenses on a basis consistent with the
Company's practices for senior executives,  in an amount up to $50,000; provided
such  executive was relocated at the request of the Company  (including  but not
limited  to as a  result  of  initial  hire)  within  five  years  of his or her
Termination Date.



                                      A-1



</TEXT>
</DOCUMENT>
