ALBERTSONS INC /DE/
SEVERANCE PLAN FOR OFFICERS
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>abs10q22000exhibit10-39.txt
<DESCRIPTION>SEVERANCE PLAN FOR OFFICERS
<TEXT>
                                                                   EXHIBIT 10.39





                     ALBERTSON'S SEVERANCE PLAN FOR OFFICERS
                             EFFECTIVE JULY 18, 2001


                               SECTION 1--PURPOSE

     The purpose of the Albertson's  Severance Plan for Officers  ("Plan") is to
provide severance pay and benefits to certain Officers of Albertson's,  Inc. and
its subsidiaries  (collectively the "Company") whose employment is involuntarily
terminated in connection with the Company's cost control initiatives, where such
employment  termination  is other  than by  discharge  including  unsatisfactory
performance,  during the period  from July 18, 2001 to June 30,  2002.  When the
employment of such Officers is so terminated,  the employment relationship shall
be  completely  severed and  affected  Officers  shall have no current or future
right to employment  on a full-time,  part-time,  per diem,  consulting or other
basis.

     The Plan is intended to be "employee  welfare benefit plan" as that term is
defined in Section 3(1) of the Employee  Retirement Income Security Act of 1974,
as amended.  Severance benefits for this period shall be determined  exclusively
under this Plan unless a separate agreement has been or will be reached.  All of
the corporate policies and practices  regarding  severance,  or similar payments
upon employment  termination,  with respect to Officers  eligible to participate
herein are hereby  superseded by this Plan.  Benefits  under this Plan are in no
way contingent upon retirement under any Company retirement plan.


                             SECTION 2--DEFINITIONS

     The following  capitalized  terms shall have the meanings set forth in this
Section 2 unless the context clearly indicates otherwise:

     2.1  Administrator means the Company or its delegees.

     2.2  Company  means  Albertson's,  Inc.  and  its  subsidiaries  except  as
          excluded in the definition of "Officer" in Section 2.5.

     2.3  Effective Date means July 18, 2001.

     2.4  ERISA means the Employee  Retirement  Income  Security Act of 1974, as
          amended.

     2.5  Officer  means any  active,  full-time  officer of the  Company who is
          listed as an Officer on Exhibit B hereto.  For  purposes of this Plan,
          "Officer" as defined in Exhibit B excludes any  individual  who has an
          individual employment or severance agreement with the Company.

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                                                                   EXHIBIT 10.39

     2.6  Participant  means an Officer who is notified by the Company  that his
          or her employment is to be involuntarily  terminated by the Company on
          or after the Effective Date but on or before June 30, 2002, other than
          termination  that is the result of actions by the  Officer  which,  as
          determined  by the  Company  in its sole  discretion,  would  normally
          result in termination or discharge.

     2.7  Pay or Base Pay means the  Officer's  regular  base salary or wages on
          the  Officer's  Severance  Date,  excluding  all  extra  pay  such  as
          overtime, premiums, bonuses, commissions, living or other allowance.

     2.8  Plan means the Albertson's Severance Plan for Officers.

     2.9  Plan Year means the period from July 18, 2001  through  June 30, 2002.

     2.10 Release  Agreement means the Severance  Agreement and Release attached
          hereto as Exhibit A, which shall  include a general  release  given by
          the Participant to the Company and other matters stated  therein.  The
          Release Agreement shall bind the Participant and the Company.

     2.11 Severance  Date  means  the  date  established  by  the  Company  as a
          Participant's last day of employment.

     2.12 Successor  means  any  employer   (whether  or  not  the  employer  is
          affiliated   with  the  Company)  which  acquires   (through   merger,
          consolidation,  reorganization,  transfer,  sublease,  assignment,  or
          otherwise) (i) all or  substantially  all of the business or assets of
          the Company,  of a division of the Company, or of a single facility or
          business unit of the Company,  or (ii) the facility  where the Officer
          usually works.

     2.13 Years of Service  shall mean the  completed  12-month  periods  during
          which an Officer  has been  employed  by the  Company on a  continuous
          basis measured from the Officer's most recent hire or rehire date (not
          an adjusted or reinstated hire date).


                       SECTION 3--ELIGIBILITY AND PAYMENT

     3.1  Subject to Sections  3.2,  3.3, and 3.4 of this Plan, an Officer shall
          become a  Participant  if, on or after the Effective  Date,  but on or
          before June 30, 2002,  the Officer is notified by the Company that his
          or her employment with the Company is to be  involuntarily  terminated
          by the Company unless such termination is the result of actions by the
          Officer  which,  as determined by the Company in its sole  discretion,
          would normally  result in a termination or discharge.  An employee who
          is  on  a   Company-approved   Family  and  Medical  leave,   worker's
          compensation  or other  medical or  disability  related  leave will be
          subject to the  appropriate  Company  leave  policy when the  employee
          returns from leave.

     3.2  A  Participant  shall be  entitled to the  severance  pay set forth in
          Section 4 hereof, if:


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                                                                   EXHIBIT 10.39

          (a)  he or she returns and does not revoke a  completed  and  executed
               Release Agreement to the Company within the time period specified
               in the Release Agreement after such person's Severance Date; and,

          (b)  he or she is not and does not become  disqualified from receiving
               severance pay pursuant to Section 3.3 hereof at any time prior to
               such person's Severance Date.

     3.3  A Participant  shall not be entitled to the severance pay set forth in
          Section 4 hereof, if:

          (a)  the Officer either (i) fails to return a signed Release Agreement
               to the Company  within the time period  specified  in the Release
               Agreement after that person's Severance Date or (ii) revokes such
               Release Agreement within the time period specified in the Release
               Agreement;

          (b)  prior to his or her Severance  Date,  the Officer (i)  terminates
               voluntarily  his or her  employment,  (ii)  fails  to show up and
               properly  attend work,  and/or (iii) fails to adequately  perform
               his or her employment duties as established by the Company in its
               sole discretion;

          (c)  the  Officer  begins   employment  or  provides  services  as  an
               independent  contractor  with  or for the  Company  or any of its
               affiliates within 6 months following his or her Severance Date;

          (d)  the  Officer  rejects  an offer or  fails to  accept  an offer of
               another  position  from a Successor or from any  affiliate of the
               Company  on or  before  his  or  her  Severance  Date;  provided,
               however,  that an Officer may still  receive his or her severance
               benefits  despite  rejecting  such  offer if  either  (i) the new
               position  has a Base Pay less than eighty (80)  percent of his or
               her  current  Base  Pay,  or (ii)  the new job will  require  the
               Officer to work in a facility located more than 50 miles from his
               or her current workplace; or

          (e)  prior  to  the  Severance   Date,  the  Company   terminates  the
               employment of the Officer and either (i) the  termination  is the
               result of actions by the  Officer  which,  as  determined  by the
               Company  in  its  sole   discretion   would  normally  result  in
               termination or discharge,  or (ii) the Company  determines  after
               such termination that the Officer had engaged in conduct that was
               significantly  detrimental to the Company,  in clear violation of
               Company policies or procedures, or that resulted in a cost to the
               Company and that would result in  termination  or  discharge  had
               such conduct been known to the Company prior to such termination.

     3.4  Prior to the date the  Participant's  employment with the Company will
          terminate,   such  Participant  will  receive  a  Release   Agreement,
          substantially  in the form  attached to this Plan as Exhibit A. If the
          Participant  accepts  and  agrees  to  his or her  severance  pay  and
          benefits as determined,  he or she shall execute the Release Agreement
          and return it to the Vice President,  Human  Resources  Administration
          within the time period  specified in the Release  Agreement  following
          his or her Severance Date.  Such Release  Agreement must be timely and


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                                                                   EXHIBIT 10.39

          appropriately  executed by its terms for the  Participants  to qualify
          for payments and benefits under Section 4.


                 SECTION 4--AMOUNT AND PAYMENT OF SEVERANCE PAY

     4.1  A Participant's severance pay under this Section 4 shall be the number
          of weeks  of Pay set  forth in the  following  schedule  based on such
          Participant's  status  and his or her  number of full Years of Service
          and  shall be paid in one lump sum as soon as  practicable  after  the
          Participant's Severance Date with the Company or such longer period as
          may be required by the  Release  Agreement.  Amounts to be paid are as
          follows:

               Thirty-nine weeks' Pay plus (1) 100 percent target bonus prorated
               based on the number of weeks  actually  worked  during the fiscal
               year since the  beginning  of the most recent  bonus  eligibility
               period,  plus (2) 100  percent  target  bonus  prorated  based on
               twenty-six weeks.

          Employment  taxes shall be withheld  from all  severance  payments but
          voluntary  deductions  shall not be allowed.  In addition,  any amount
          payable  under this  Section  above,  shall be reduced  (but not below
          zero) by any payment made as required by government-mandated  programs
          that require payment of wages and fringe benefits in lieu of notice of
          closing, layoffs or termination of employment.

     4.2  In addition to the severance payment described above, the Company will
          also offer additional benefits to all Participants as follows.

          (a)  Participants  shall have the right to continue medical and dental
               benefits under the  continuation  health  coverage  provisions of
               Title X of the Consolidated Omnibus Budget  Reconciliation Act of
               1986  (COBRA)  after  his or her  Severance  Date,  if  otherwise
               eligible  and/or,  if eligible,  may enroll in the Retiree Health
               Plan.  To the extent that the  Participant  is  eligible  for and
               elects COBRA  coverage,  the Company  shall cover the premiums or
               cost of such  coverage  on a monthly  basis for the lesser of (1)
               the first six months of  coverage,  or (2) until  Participant  no
               longer  qualifies  to  participate.  At the end of the  Officer's
               Company-paid  COBRA  coverage,  the  Officer may  continue  COBRA
               coverage at the Officer's expense or to the extent eligible under
               the terms of such Plan may elect to  participate in the Company's
               self-pay  retiree health care plan.  Alternatively,  if eligible,
               the Officer may elect the self-pay retiree health coverage at the
               end  of  the  18-month  COBRA  period.  In  no  event  shall  any
               Participant  be  entitled  to a cash  payment  in lieu of  health
               coverage.

          (b)  Participants  shall be paid for normal  termination  vacation pay
               and any other  earned pay (if any)  pursuant to existing  Company
               policy and applicable state law.

          (c)  Benefits  under any other employee  benefit plans,  including but
               not limited to,  tax-qualified  retirement plans,  retiree health
               care plan, fringe benefit plans, policies, programs, stock option

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                                                                   EXHIBIT 10.39

               plans and nonqualified  deferred  compensation plans sponsored by
               the  Company  are  governed  solely by the terms of those  plans,
               programs or policies. Participants may exercise stock options, to
               the extent that such options are  exercisable  under their terms.
               This Plan does not change the  eligibility,  termination or other
               provisions for those benefits.

          (d)  The Company may offer  additional  benefits or programs which, if
               offered, shall be described in appendices to this Plan.

     4.3  The Company  reserves the right to offset the benefits  payable  under
          Section 4, by any advance,  loan or other monies the Participant  owes
          the Company.


                            SECTION 5--DEATH BENEFITS

     5.1  If a Participant dies before receiving all of his or her severance pay
          due under this Plan, such pay will be distributed in one lump sum cash
          payment to the Officer's estate.

     5.2  The Administrator may require that any individual or entity purporting
          to represent a Participant's  estate provide such proof of such status
          as the Administrator  may deem appropriate,  including but not limited
          to   letters   testamentary   or  letters   of   administration.   The
          Administrator may also require that such individual, as a condition to
          receiving  severance pay, agree in a provision to be  incorporated  in
          the  Release   Agreement,   to   indemnify   and  hold   harmless  the
          Administrator  and  such  other  persons  deemed  appropriate  by  the
          Administrator for any financial  responsibility,  liability or expense
          arising  out  of  a  claim  by  another  party  or  parties  asserting
          entitlement  to all or  part  of the  benefit  payable  hereunder.  In
          addition,  the  Company  reserves  the  right to offset  the  benefits
          payable under this Section 5 by any advance,  loan or other monies the
          Participant,  with  respect to whom the  severance  pay is being paid,
          owes the Company.


                            SECTION 6--ADMINISTRATION

     6.1  The Company  shall have sole  discretionary  authority  to  interpret,
          apply  and   administer  the  terms  of  the  Plan  and  to  determine
          eligibility for and the amounts of benefits under the Plan,  including
          interpretation of ambiguous Plan provisions, determination of disputed
          facts   or   application   of   Plan   provisions   to   unanticipated
          circumstances.  The  Company's  decision on any such  matter  shall be
          final and binding.

     6.2  The Company  shall be the  administrator  of the Plan for  purposes of
          Section  3(16) of ERISA and shall have  responsibility  for  complying
          with any ERISA reporting and disclosure  rules  applicable to the Plan
          for any Plan Year. The  Administrator  may at any time delegate to any
          other  named  person  or  body,  or  reassume  therefrom,  any  of its
          fiduciary  responsibilities  (other than trustee  responsibilities  as
          defined in Section 405(c)(3) of ERISA) or  administrative  duties with
          respect to this Plan.

     6.3  The  Administrator  may  contract  with one or more  persons to render
          advice or services with regard to any responsibility it has under this
          Plan.


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                                                                   EXHIBIT 10.39

     6.4  Subject to the limitations of this Plan, the Administrator  shall from
          time to time establish such rules for the  administration of this Plan
          as the Administrator may deem desirable.


                           SECTION 7--CLAIMS PROCEDURE

     7.1  If a  Participant  believes  he or she  has  not  been  provided  with
          severance pay benefits due under the Plan,  then the  Participant  may
          file a  request  for  benefits  under  this  procedure  with the Human
          Resources Department or its delegate within ninety (90) days after the
          date the  Participant  believes  he or she should have  received  such
          benefits. If a Participant makes such a request for benefits under the
          Plan and that claim is denied,  in whole or in part, the Administrator
          shall  notify the  Participant  of the  adverse  determination  within
          ninety (90) calendar  days unless the  Administrator  determines  that
          special circumstances require an extension of time for processing.  If
          the  Administrator  determines that an extension of time is necessary,
          written  notice shall be furnished to the claimant prior to the end of
          the  initial  ninety-day  period  and the  extension  shall not exceed
          ninety days from the original  ninety-day period. The extension notice
          shall  indicate the special  circumstances  requiring an extension and
          the date by which the Administrator expects to render a determination.

          The Administrator shall notify the Participant of the specific reasons
          for the denial with specific  references to pertinent Plan  provisions
          on which the denial is based and shall notify the  Participant  of any
          additional material or information that is needed to perfect the claim
          and  explanation of why such material or information is necessary.  At
          that  time the  Participant  will be  advised  of his or her  right to
          appeal  that  determination,  and given an  explanation  of the Plan's
          review and appeal  procedure  including  time limits,  and a statement
          regarding the Participant's  right to bring a civil action under ERISA
          section 502(a) following an adverse determination or appeal.

     7.2  A  Participant  may  appeal  from  the   determination  or  denial  by
          submitting to the Administrator  within sixty (60) calendar days after
          receiving a denial notice:

          (a)  Requesting a review by the Administrator of the claim;

          (b)  Setting  forth all of the  grounds  upon  which the  request  for
               review is based and any facts in support thereof; and

          (c)  Setting forth any issues or comments which the Participant  deems
               relevant to the claim.

          The Participant may submit written  comments,  documents,  records and
          other information relating to his claim. Upon request, the Participant
          may  obtain  free of  charge,  copies  of all  documents  and  records
          relevant to his claim.

     7.3  The  Administrator  shall act upon the appeal  taking into account all
          comments,  documents,  records and other information  submitted by the

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                                                                   EXHIBIT 10.39

          Participant  without regard to whether such  information was submitted
          or considered in the initial benefit  determination and shall render a
          decision  within  sixty (60) days or one hundred  twenty (120) days in
          special  circumstances  after  its  receipt  of  the  appeal.  If  the
          Administrator  determines  that an  extension  of  time is  necessary,
          written notice of the extension  shall be furnished to the Participant
          prior to the end of the initial sixty-day period. The extension notice
          shall  indicate  the special  circumstances  requiring an extension of
          time and the date by  which  the  Administrator  expects  to  render a
          determination.

          The  Administrator  shall  review the claim and all written  materials
          submitted  by the  Participant,  and may require him or her to submit,
          within ten (10) days of its written  notice,  such  additional  facts,
          documents,  or  other  evidence  as  the  Administrator  in  its  sole
          discretion  deems  necessary or advisable in making such a review.  On
          the basis of its review,  the Administrator  shall make an independent
          determination  of the  Participant's  eligibility for benefits and the
          amount  of  such  benefits   under  the  Plan.  The  decision  of  the
          Administrator  on any  claim  shall be final and  conclusive  upon all
          persons if supported by substantial evidence.

          If the Administrator  denies a claim on review in whole or in part, it
          shall give the  Participant  written  notice of its  decision  setting
          forth the  following:  (a) the  specific  reasons  for the  denial and
          specific  references  to the  pertinent  Plan  provisions on which its
          decision was based; (b) notice that the Participant may obtain free of
          charge,  copies  of  all  documents,  records  and  other  information
          relevant  to the  Participant's  claim;  and  (c) a  statement  of the
          Participant's  right to bring a civil action under  section  502(a) of
          ERISA.

     7.4  A Participant or his or her legal  representative may appeal any final
          decision  by  filing  an  action  in  a  federal  court  of  competent
          jurisdiction, provided that such action is filed no later than 90 days
          after  receipt of a final  decision by the  Participant  or his or her
          legal representative.


                               SECTION 8--GENERAL

     8.1  The  benefits  and costs of this Plan shall be paid by the Company out
          of its general assets.

     8.2  This Plan is intended to be an "employee  welfare  benefit  plan",  as
          defined in Section 3(1), Subtitle A of Title 1 of ERISA. The Plan will
          be interpreted to effectuate  this intent.  Notwithstanding  any other
          provision of this Plan, no Officer shall receive hereunder any payment
          exceeding  twice that Officer's  annual  compensation  during the year
          immediately  preceding  the  termination  of his  service,  within the
          meaning of 29 C.F.R.  Section  2510.3-2,  as the same was in effect on
          the effective date of this Plan.


                      SECTION 9--AMENDMENT AND TERMINATION

     The Company  reserves the right to amend this Plan, in whole or in part, or
discontinue or terminate the Plan; provided,  however,  that any such amendment,
discontinuance  or termination  shall not affect any right of any Participant to

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                                                                   EXHIBIT 10.39

claim  benefits  under  the  Plan  or as in  effect  prior  to  such  amendment,
discontinuance  or termination,  for events  occurring prior to the date of such
amendment,  discontinuance  or  termination.  An amendment to this Plan,  and/or
resolution of discontinuance or termination,  may be made by the  Administrator,
to the extent permitted by resolution of the Board of Directors.


     IN WITNESS WHEREOF, the Company has caused its officer,  duly authorized by
its Board of Directors to execute the Plan  effective as of the 18th day of July
2001.


                                            ALBERTSON'S, INC.



                                       By:  /s/ Thomas R. Saldin
                                                ----------------------
                                       Name:    Thomas R. Saldin
                                       Its:     Executive Vice President and
                                                General Counsel














                                       8
<PAGE>


                                     SAMPLE
                                                                       Exhibit A

                         SEVERANCE AGREEMENT AND RELEASE

In  consideration  for the  payment to me of (amount  to be  computed  and added
later), less lawful deductions,  as severance pay, I, (name to be added), hereby
make the following  promises and agree to the terms of this Severance  Agreement
and Release, intending to be legally bound by them.

1.   I hereby release  Albertson's,  Inc.  ("Company") and its parent companies,
     subsidiaries,   affiliates,  and  their  respective  successors,  officers,
     directors,  employees, and associates from any and all claims, actions, and
     causes of action arising out of my employment with, and/or termination from
     the  Company,  including  but not  limited  to claims  based on  express or
     implied  contract,  covenants  of fair  dealing  and good  faith,  wrongful
     discharge,  Title VII of the Civil Rights Act of 1964,  the Americans  with
     Disabilities  Act, the Family and Medical Leave Act, the Worker  Adjustment
     and  Retraining  Notification  Act  of  1988,  the  Age  Discrimination  in
     Employment  Act, the Employee  Retirement  Income  Security Act of 1974, as
     amended,   and  any  other  applicable  federal,   state,  or  local  laws,
     ordinances,  and regulations.  This release does not, however,  apply to or
     waive any rights I may have under applicable workers'  compensation laws or
     employee benefit plans, or to claims which may arise after the date of this
     release  except as to disability  plan payments  which may be offset by the
     Severance payment(s) herein.

2.   I understand  that by signing this  Severance  Agreement and Release,  I am
     forever  relinquishing  any right to sue any of the  companies  and persons
     described  in  paragraph  1 above  based  on any  claim  arising  out of my
     employment with,  and/or  termination  from, the Company (other than claims
     arising under  employee  benefit  plans or claims for injuries  compensable
     under workers'  compensation  laws), and I agree that I will never maintain
     any  litigation  against any of those  companies or persons based on any of
     the claims I am giving up by signing  this  document.  Any  controversy  or
     claim  arising out of or relating to this release,  or the breach  thereof,
     shall be settled by arbitration  administered  by the American  Arbitration
     Association under its Employment Dispute Resolution Rules.

3.   I  expressly  waive and  relinquish  all rights and  benefits  afforded  by
     Section  1542 of the  Civil  Code of the State of  California,  and I do so
     understanding  and  acknowledging  the significance and consequence of that
     waiver. Section 1542 of the Civil Code of the State of California states:

          A general  release does not extend to claims  which the creditor  does
          not know or suspect to exist in his favor at the time of executing the
          release,  which  if known by him must  have  materially  affected  his
          settlement with the debtor.

4.   I  acknowledge  that,  after I leave the employ of the Company,  I am still
     obliged to abide by the  Company's  policies  concerning  confidential  and
     proprietary information.

5.   I shall  cooperate  with and assist the Company  (including  making  myself
     available  at  reasonable  times and  places)  so as to aid the  Company in
     connection  with any  matters  related to my  employment  by the Company or
     about which I am knowledgeable; provided, however, my cooperation with such
     matters shall not interfere unreasonably with my subsequent employment,  if
     any.


                                       9
<PAGE>

6.   I agree not to directly,  indirectly,  or through third parties solicit any
     Company associate for employment for two years.

7.   I  understand  that I will  receive  listings  of the age and job  title of
     persons who are eligible  and  ineligible  for pay and  benefits  under the
     Albertson's  Severance Plan applicable to me. I also understand that I will
     have  forty-five  calendar days following the date on which I receive those
     lists  to  consider  whether  to  accept  the pay and  benefits  under  the
     Albertson's  Severance Plan applicable to me. I understand that I waive the
     forty-five  calendar  day  consideration  period if I sign and  return  the
     Severance  Agreement  and  Release  before  the end of the  forty-five  day
     period. I acknowledge that I am hereby advised to consult with the attorney
     or other advisor of my choice  regarding the terms of this document  before
     signing it. I understand  that I may revoke this  Severance  Agreement  And
     Release  anytime  within 7 days of  signing  it and that the  terms of this
     agreement  and release  will not be  effective  until the 7-day  revocation
     period expires. I must contact David Biderman,  in writing,  at Albertson's
     Human  Resources  Department  in Boise (fax  208-395-4844)  to revoke  this
     agreement.

8.   This Release will be governed by the laws of Idaho.

9.   I have signed this document  freely and  voluntarily and not because of any
     deception or coercion.  I understand  the terms of this  document and agree
     that they are fair and equitable.

DO NOT SIGN AND RETURN  THIS FORM UNTIL AFTER YOU HAVE  RECEIVED  THE LISTING OF
THE AGES AND JOB TITLES OF THE INDIVIDUALS SELECTED FOR THE REDUCTION IN FORCE /
SEVERANCE PAY AND BENEFIT.


---------------------     ----------------------     ---------------------------
Print Name of Witness     Print Name of Officer      Date of Officer's Signature

---------------------     ----------------------     ---------------------------
Signature of Witness      Signature of Officer       Last Date of Employment

Note:  Section 3 is required  only if the severed  associate  has worked for the
       Company in the state of California, whether at the time of termination or
       some time prior.

















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                                                                       Exhibit B



         Location            Lname                             Fname
--------------------------------------------------------------------------------
  1)      48400              Adams                             Pat
  2)      48400              Allen                             Craig
  3)      71301              Apker                             Debra
  4)      74200              Arnold                            William
  5)      70428              Bailey                            Boyce
  6)      71701              Banks                             Bob
  7)      48300              Bassler                           Dennis
  8)      55000              Bates                             Bill
  9)      72900              Bates                             Mark
  10)     48500              Bay                               Gerry
  11)     71302              Bell                              Dario
  12)     70405              Bergquist                         Renee
  13)     70401              Bessent                           Mike
  14)     73601              Biderman                          Dave
  15)     71701              Bock                              Carolyn
  16)     70405              Boyd                              John
  17)     71301              Brady                             Kathy
  18)     71302              Brother                           Tom
  19)     72402              Brown                             Craig
  20)     53000              Brune                             Jeff
  21)     48700              Buckles                           Gerry
  22)     71300              Butler                            Bob
  23)     48400              Casey                             Karen
  24)     50300              Casteel                           Ritchie
  25)     71300              Cefalo                            Roe
  26)     71704              Christoffersen                    Shirley
  27)     50400              Clawson                           Mike
  28)     74200              Cole                              Chip
  29)     50100              Colgrove                          Bob
  30)     54200              Colgrove                          John
  31)     48300              Conrad                            Monty
  32)     48600              Corry                             Tim
  33)     48500              Cousin                            Ertharin
  34)     71005              Croft                             John
  35)     48500              Cygan                             Doug
  36)     70400              Czarniecki                        Walt
  37)     71304              Dean                              Dave
  38)     48700              DeBruin                           Mark
  39)     72905              DeMeyer                           Keith
  40)     71300              Denningham                        Wayne
  41)     57900              Eckstein                          Frank
  42)     54200              Emmons                            William
  43)     70467              Fehringer                         Joe
  44)     70715              Fetzer                            Dennis
  45)     48500              Gentile                           Jim
  46)     56700              Giles                             Charla
  47)     57100              Gloyne                            Clay

                                       11
<PAGE>

                                                                       Exhibit B

  48)     71700              Goins                             Greg
  49)     52700              Gossett                           Paul
  50)     52700              Gray                              Kim
  51)     71301              Gruell                            Kip
  52)     53200              Gullickson                        Greg
  53)     71301              Guthmiller                        Dick
  54)     75501              Hamblin                           Laura
  55)     71301              Hansen                            Larry
  56)     72900              Hansen                            Roger
  57)     48500              Hanson                            Ed
  58)     54300              Hanson                            Greg
  59)     48700              Harbecke                          William
  60)     70416              Harmon                            Larry
  61)     54000              Hays                              Scott
  62)     48500              Herbert                           Kathy
  63)     48700              Hiller                            Bruce
  64)     74100              Hilton                            Steve
  65)     73604              Hughes                            Terri
  66)     48700              Hunstiger                         Gary
  67)     72908              Imlay                             Thomas
  68)     70700              Iverson                           John
  69)     48600              Jablonski                         Carl
  70)     72900              Jacobsen                          Jim
  71)     48400              Javier                            Virginia
  72)     52200              Jerry                             David
  73)     71000              Johnston                          Larry
  74)     79039              Jolley                            Tony
  75)     73604              Jones                             Peggy
  76)     72402              Kinde                             Dennis
  77)     53400              Kowalski                          Eileen
  78)     71701              Lavin                             Mark
  79)     57000              Lawrence                          Michelle
  80)     56500              Little                            Ed
  81)     71000              Lynch                             Peter
  82)     57800              Mann                              Bill
  83)     48700              Massimino                         Mike
  84)     71702              Mattefs                           Sue
  85)     71302              McCarthy                          Mike
  86)     48700              McGovern                          John
  87)     48600              McKeon                            Colin
  88)     71700              McKinney                          Dave
  89)     56000              McNiff                            Greg
  90)     71301              McReynolds                        Peggy
  91)     48700              Mecham                            Rory
  92)     54700              Melville                          Gerald
  93)     71301              Michael                           Todd
  94)     71600              Mielke                            Chris
  95)     59000              Miles                             Matt
  96)     48400              Molendyk                          Harvey

                                       12
<PAGE>

                                                                       Exhibit B

  97)     56300              Morris                            Jacque
  98)     48700              Mulcock                           Dave
  99)     74200              Mumford                           Lee
  100)    73610              Murphy                            Michele
  101)    50800              Murty                             Brian
  102)    72900              Muta                              Matt
  103)    70400              Navarro                           Rick
  104)    73608              Neumann                           Sue
  105)    48500              Nielsen                           Keith
  106)    70405              Ober                              Dave
  107)    71304              Oddo                              Mitch
  108)    74550              O'Riordan                         Kaye
  109)    72901              Osban                             Jeff
  110)    48300              Ouellette                         Mark
  111)    53600              Ozark                             Gerard
  112)    48700              Palmer                            Dennis
  113)    73610              Paolini                           Bruce
  114)    72402              Paterson                          Gary
  115)    48400              Patton                            Mike
  116)    54300              Perkins                           Jim
  117)    72600              Pichulo                           Philip
  118)    48300              Potter                            Bob
  119)    71600              Powell                            Pamela
  120)    70715              Raffo                             Ed
  121)    71302              Raudabaugh                        John
  122)    48500              Redfearn                          George
  123)    71000              Reuling                           Mike
  124)    50900              Rice                              Jim
  125)    75308              Rissing                           Bob
  126)    48400              Robbins                           Donna
  127)    71302              Robertson                         Dave
  128)    56100              Rocheleau                         Terry
  129)    71302              Rood                              Brian
  130)    74200              Rowan                             Paul
  131)    71000              Saldin                            Tom
  132)    54300              Sampson                           Shane
  133)    72901              Schachtell                        Steve
  134)    70700              Schroeder                         Kathy
  135)    48300              Schuit                            Fred
  136)    70408              Schuler                           Bob
  137)    73610              Scoggin                           Andrew
  138)    48700              Shadle                            Mark
  139)    74200              Sharp                             Linc
  140)    48300              Simonson                          Dave
  141)    73602              Snow                              Jack
  142)    71301              Spiers                            Gary
  143)    48600              Spires                            Judy
  144)    71300              Stablein                          Larry

                                       13
<PAGE>

                                                                       Exhibit B

  145)    50200              Stachofsky                        Bob
  146)    72900              Steele                            Pat
  147)    71301              Stevens                           Clement
  148)    71304              Strong                            John
  149)    57700              Styer                             Don
  150)    71304              Sutton                            Dan
  151)    48300              Teall                             Martin
  152)    71700              Thayer                            Scott
  153)    72600              Tobin                             Dan
  154)    71301              Tommack                           Ed
  155)    71300              Tripp                             Kevin
  156)    48300              Trom                              Brad
  157)    48500              Van Helden                        Pete
  158)    70400              Volger                            Ron
  159)    72901              Wagner                            Hadley
  160)    55300              Wahlstrom                         Larry
  161)    48500              Walter                            Tom
  162)    72480              Wardle                            Gerry
  163)    54200              Washington                        Clem
  164)    79039              Weiser                            Ed
  165)    48300              White                             Wanda
  166)    50900              Williams                          Marcia
  167)    71301              Williams                          Shane
  168)    48700              Willyard                          Jim
  169)    50500              Withers                           Mike
  170)    71304              Wright                            Steve
  171)    73604              Yager                             Bryan
  172)    52000              Yaksitch                          Frank
  173)    73600              Young                             Steve

















                                       14


</TEXT>
</DOCUMENT>
