Exhibit 10.10






                               ALBERTSON'S, INC.

                         2000 DEFERRED COMPENSATION PLAN


                     Established Effective January 1, 2000


<PAGE>

<TABLE>
                                TABLE OF CONTENTS
                               -----------------
<CAPTION>
                                                                          Page
                                                                          ----
<S>           <C>                                                          <C>

ARTICLE I     - DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . .1

ARTICLE II    - ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . .3

ARTICLE III   - PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . . .4

ARTICLE IV    - DEFERRED AMOUNTS . . . . . . . . . . . . . . . . . . . . . .4

ARTICLE V     - CREDITING OF DEFERRED AMOUNTS AND VALUATION OF ACCOUNTS  . .5

ARTICLE VI    - COMMENCEMENT OF BENEFITS . . . . . . . . . . . . . . . . . .6

ARTICLE VII   - BENEFICIARY DESIGNATION  . . . . . . . . . . . . . . . . . .9

ARTICLE VIII  - FUNDING  . . . . . . . . . . . . . . . . . . . . . . . . . .9

ARTICLE IX    - AMENDMENT AND TERMINATION  . . . . . . . . . . . . . . . . .9

ARTICLE X     - FINANCIAL HARDSHIP WITHDRAWALS . . . . . . . . . . . . . . 10

ARTICLE XI    - CLAIMS PROCEDURE . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE XII   - GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . 12
</TABLE>


<PAGE>


                               ALBERTSON'S, INC.
                         2000 DEFERRED COMPENSATION PLAN

                     Established Effective January 1, 2000

     Albertson's,  Inc., a Delaware  corporation  (the  "Company"),  does hereby
establish,  effective  January 1, 2000,  the  Albertson's,  Inc.  2000  Deferred
Compensation  Plan (the "Plan") as an unfunded  deferred  compensation  arrange-
ment for a select group of management or highly compensated employees.  The Plan
is  implemented  with the intention that it will aid in retaining and attracting
employees of  exceptional  ability by providing  such  employees with a means to
supplement their income at retirement.

                                    ARTICLE I
                                   DEFINITIONS

     For purposes of the Plan,  the  following  words and phrases shall have the
following  meanings  unless a  different  meaning  is  plainly  required  by the
context.

     1.1 "Account" means the bookkeeping  account on behalf of each Participant,
maintained and valued in accordance with Article V.

     1.2  "Base  Salary"   means,   with  respect  to  each   Participant,   the
Participant's annual rate of salary before reduction pursuant to the Plan or any
other deferred compensation plan or salary reduction arrangement,  but excluding
bonuses,  option  awards or other  forms of  remuneration  not  included  in the
Participant's annual rate of salary.

     1.3 "Beneficiary" or "Beneficiaries" means the person or persons designated
under  Article  VII to receive any  benefits  in the event of the  Participant's
death.

     1.4 "Board" means the Board of Directors of the Company.

     1.5 "Bonus" means,  with respect to each  Participant,  a cash bonus (i.e.,
excluding  options and other noncash awards) paid by the Company with respect to
the Fiscal Year beginning in the respective Plan Year.

     1.6  "Change in  Control"  shall mean the  occurrence,  in a single  trans-
action  or series of  transactions  after  January  1,  2000,  or any one of the
following events or circumstances:  (a) merger,  consolidation or reorganization
where the beneficial owners of the Voting Securities  immediately preceding such
merger,  consolidation or  reorganization  beneficially own less than 80% of the
securities  possessing  the right to vote to elect  directors  or to authorize a
merger,  consolidation  or  reorganization  with respect to the survivor,  after
giving  effect to such  merger,  consolidation  or  reorganization,  (b) merger,
consolidation  or  reorganization  of  the  Company  where  20% or  more  of the
incumbent directors of the Company are changed, (c) acquisition by any person or
group,  as defined for purposes of Section 13(d) of the Securities  Exchange Act
of 1934,  as amended,  other than a trustee or other  fiduciary  holding  Voting
Securities  under an employee  benefit  plan of the  Company  (or a  corporation
owned,  directly  or  indirectly,   by  the  holders  of  Voting  Securities  in
substantially the same proportion as their ownership of Voting Securities)


                                     Page 1
<PAGE>


of beneficial  ownership of 20% or more of the Voting Securities (such amount to
include any Voting Securities acquired prior to January 2, 2000), (d) during any
period of two consecutive years, individuals who at the beginning of such period
constitute  the Board of Directors  and any new director  (other than a director
designated  by a person who has entered  into an  agreement  with the Company to
effect  a  transaction  described  in  clauses  (a),  (b),  (c) or  (e) of  this
paragraph)  whose election by the Company's  shareholders was approved by a vote
of at least  two-thirds  (b) of the  directors  still in office who either  were
directors at the  beginning of the period or whose  election or  nomination  for
election  was  previously  so  approved,  cease for any reason to  constitute  a
majority  thereof,  or (e) approval by the shareholders of the Company of a plan
of liquidation  or  dissolution  with respect to the Company or an agreement for
the sale or disposition by the Company of all or substantially all the Company's
assets; provided, that in the event the exact date of a Change in Control cannot
be  determined,  such Change in Control  will be deemed to have  occurred on the
earliest date on which it could have occurred.

     1.7 "Claim" shall mean a request by a Claimant in  accordance  with Article
XI for a benefit under the Plan.

     1.8  "Claimant"  means any person who  claims to be  entitled  to a benefit
under the Plan.

     1.9 "Committee" means the Grantor Trust Committee appointed by the Board to
administer  the Plan,  or such other  administrative  committee of not less than
three (3) persons that the Board shall designate.

     1.10 "Company"  means  Albertson's,  Inc., a Delaware  corporation,  or its
successor or successors.

     1.11 "Compensation Committee" means the Compensation Committee appointed by
the Board to  establish  and review the annual  salaries and bonuses paid to the
elected officers and the Executive Vice Presidents of the Company,  to establish
the bonus  policy for all the  officers of the Company  and to  establish  stock
option plans and grant options pursuant thereto,  or such other committee of not
less than three (3) persons that the Board shall designate.

     1.12  "Deferral  Agreement"  means  the  written  participation   agreement
(substantially  in the form attached to this Plan) that shall be entered into by
the Employer and a Participant  pursuant to Articles III and IV to carry out the
Plan with respect to such Participant.

     1.13 "Deferred Amounts" means the portion of each Participant's Base Salary
and/or Bonus deferred each Plan Year pursuant to a Deferral  Agreement  executed
by the Participant.

     1.14 "Effective Date" means January 1, 2000.

     1.15  "Eligible  Employee"  means any  employee of the  Employer who (i)(a)
holds a  position  of Vice  President  or  above or is in the  Company's  Salary
Administration Program and (b) has a Base Salary (determined as of the first day
of each Plan Year and unaffected by any changes during the Plan Year) of $77,873
or more  (as  indexed  pursuant  to the  Salary  Schedule  Adjustment),  or (ii)
satisfies  such  other  criteria  as may be  established  by the  Committee.  An
employee shall cease to be an Eligible Employee if the employee does not receive
his Base Salary for four (4) or more consecutive weeks.

     1.16 "Employer" means the Company and any of its Subsidiaries.

     1.17 "Fiscal Year" means the fiscal year of the Company.

     1.18 "Grantor Trust  Committee"  means that committee  created by the Board
pursuant to  resolutions  adopted on August 29, 1988,  to  administer  and amend
certain Company deferred compensation plans and trusts.

     1.19  "Investment  Options" means the securities or funds identified by the
Committee  from  time to  time as the  investments  available  as to the  growth
measurement mechanism for Accounts under the Plan.

     1.20 "Minimum  Deferral" means five percent (5%) of the Participant's  Base
Salary  and, if the  Participant  elects to defer a portion of his or her Bonus,
five percent (5%) of the Participant's Bonus.

                                     Page 2
<PAGE>

     1.21 "Moody's Rate" means the  "corporate  bond yield average" with respect
to "average  corporations" for the preceding  calendar month, as determined from
the Moody's Bond Record published by Moody's Investors Service, Inc.

     1.22  "Participant"  shall have the  meaning  provided  under  Section  3.3
hereof.

     1.23 "Plan" means this Albertson's,  Inc. 2000 Deferred  Compensation Plan,
as it may be amended from time to time.

     1.24 "Plan Year" means the 12-month period  beginning on the Effective Date
and ending on December 31, 2000 and each 12-month period thereafter.

     1.25  "Rate of  Return"  means the  amount  credited  monthly to a Partici-
pant's Account under Article V. Except as provided in Section 6.4(a),  such rate
shall be  determined  by the  Committee  based upon the net  performance  of the
Investment Options selected by the Participant pursuant to Section 5.2.

     1.26 "Retirement"  means  termination of employment with the Employer,  for
reasons other than death,  on or after the later of (i) the date the Participant
attains age 55, and (ii)  completion  of five (5) "years of service" (as defined
in the Albertson's Savings & Retirement Estates (ASRE)) with the Employer.

     1.27 "Salary  Administration  Program" means the program established by the
Company for the  administration  of the  salaries of  employees  of the Company,
excluding  any  arrangement  established  pursuant  to a  collective  bargaining
agreement.

     1.28 "Salary Schedule Adjustment" means the annual percentage adjustment to
the medians of the pay grades (i.e.,  salaried  grades) of the Company's  Salary
Administration Program.

     1.29  "Subsidiary"  means any corporation,  partnership,  limited liability
company,  venture  or other  entity  in  which  the  Company  has,  directly  or
indirectly, at least a 50% ownership interest.

     1.30  "Total  Disability"  means the  complete  inability  of the  Eligible
Employee to perform any and every duty of his or her regular occupation.

     1.31 "Voting  Securities" means securities  possessing the right to vote to
elect directors or to authorize a merger, consolidation or reorganization of the
Company.

                                   ARTICLE II
                                 ADMINISTRATION

     2.1 The Plan shall be  administered  by the Committee.  The Committee shall
have the  authority to  interpret  the Plan,  to establish  and revise rules and
regulations  relating  to the  Plan,  to make any other  determinations  that it
believes  necessary  or  advisable  for the  administration  of the  Plan and to
delegate  such  administrative  powers  and  duties as it shall  determine.  All
decisions of the Committee shall be by a vote of the majority of its members and
shall be final and binding unless the Board shall determine  otherwise.  Members
of the Committee who are Eligible  Employees shall be eligible to participate in
the  Plan  while  serving  as a member  of the  Committee,  but a member  of the
Committee  shall not vote or act upon any matter  which  relates  solely to such
member as a Participant.

     2.2 The  Employer  shall  indemnify  and hold  harmless  the members of the
Committee and their delegates against any and all claims, loss, damage,  expense
or liability arising from any action or failure to act with respect to the Plan,
except in the case of gross negligence or willful misconduct.


                                     Page 3

<PAGE>


                                   ARTICLE III
                                  PARTICIPATION

     3.1 By such date as the Committee shall  determine,  but not later than the
December 31 immediately  preceding the first day of any Plan Year, the Committee
shall permit any employee who is, or who the  Committee  reasonably  anticipates
will be on the first day of such Plan Year,  an  Eligible  Employee  to elect to
defer  compensation  effective as of the first day of such Plan Year by filing a
completed and executed Deferral Agreement with the Committee; provided, however,
that if the employee  fails to qualify as an Eligible  Employee on the first day
of such Plan Year,  such election  shall be void. If at any time during the Plan
Year  any  Participant  ceases  to be an  Eligible  Employee,  the  compensation
deferrals  of such  Participant  shall  cease as of such date,  and any  amounts
deferred  during such Plan Year after the date of such  cessation of eligibility
shall be returned to the Participant as soon as practicable thereafter.

     3.2 For each Fiscal Year, the Compensation  Committee shall determine if an
Eligible  Employee  who is also a "covered  employee" as that term is defined in
Section  162(m) of the  Internal  Revenue  Code of 1986,  as  amended  ("Section
162(m)") would receive total remuneration, including bonus, for that Fiscal Year
in excess of the  maximum  amount  allowed as a deduction  by the  Company  from
income  taxes   pursuant  to  the   provisions  of  Section   162(m)  and  shall
(notwithstanding  the limitation on deferrals set forth in Section 4.2(a)) defer
to the Account of such  Eligible  Employee that portion of the bonus which would
otherwise  be  paid to the  Eligible  Employee  which,  in the  judgment  of the
Compensation  Committee,  would not be deductible by the Company pursuant to the
provisions of Section 162(m). The Compensation  Committee shall designate one of
its members to file with the  Committee a Deferral  Agreement for the portion of
bonus to be deferred.

     3.3 If an Eligible Employee or Participant elects not to defer compensation
in any Plan Year, or ceases, pursuant to Section 3.1, to be an Eligible Employee
during  any  Plan  Year,  such  Participant  will  not  be  permitted  to  defer
compensation  under the Plan until the first day of the  immediately  succeeding
Plan Year, if eligible on such date.

     3.4 An Eligible  Employee  shall become a Participant in the Plan as of the
date he or she first  commences  participation  in the Plan and  shall  remain a
Participant  until  the  earlier  of the  Participant's  death  or the  complete
distribution of the Participant's Account.

     3.5  Notwithstanding  anything in the Plan to the  contrary,  the Committee
shall be  authorized  to take such steps as may be  necessary to ensure that the
Plan is and remains at all times an unfunded deferred  compensation  arrangement
for a select group of management  or highly  compensated  employees,  within the
meaning of the  Employee  Retirement  Income  Security  Act of 1974,  as amended
("ERISA"),  and the  Internal  Revenue Code of 1986,  as amended,  or such other
successor or applicable laws.

                                   ARTICLE IV
                                DEFERRED AMOUNTS

     4.1 An Eligible Employee electing to defer  compensation in accordance with
Article III shall have the right to determine  his or her  Deferred  Amounts for
each Plan Year,  subject to the  limitations  set forth in this Article IV. Such
Deferred Amounts shall reduce the amount of the Participant's Base Salary and/or
Bonus that is to be paid to the Participant in the Plan Year of reference.


                                     Page 4
<PAGE>

     4.2 (a) By such date as the Committee shall  determine,  but not later than
the  December  31  immediately  preceding  the first day of each Plan  Year,  an
Eligible  Employee may elect to defer a percentage of his or her Base Salary and
Bonus for such Plan Year; provided, however, that the amount deferred may not be
less than the Minimum Deferral and may not exceed 50% of the Participant's  Base
Salary nor 50% of the Participant's Bonus.

         (b) Each  validly  executed and timely filed  Deferral  Agreement shall
be effective for the first Plan Year for  which it is timely  filed and for each
succeeding  Plan Year,  until (i) modified or revoked by a  subsequently  timely
filed,  validly executed  Deferral  Agreement  applicable to any such succeeding
Plan Year, (ii) the  Participant's  eligibility  ceases or (iii) the Participant
terminates  employment with the Employer for any reason.  Any Eligible  Employee
who fails to have on file with the  Committee  with  respect  to any Plan Year a
timely filed,  validly executed Deferral  Agreement shall not defer compensation
under the Plan in such Plan Year.

          (c) Except as provided in  Articles  VI and X,  each validly  executed
Deferral Agreement filed with the Committee  may not be  terminated  or modified
by  the Participant until the first day of the  succeeding  Plan  Year by timely
filing with the Committee prior to such date a validly executed Deferral
Agreement.

     4.3 Subject to Sections 5.2 and 6.4(e),  the Participant shall at all times
be 100% vested in his or her Account.


                                    ARTICLE V
            CREDITING OF DEFERRED AMOUNTS AND VALUATION OF ACCOUNTS

     5.1 The  Committee  shall  establish  and  maintain a separate  bookkeeping
Account  on behalf of each  Participant.  The value of an Account as of any date
shall  equal the  credits  for  Deferred  Amounts  elected by the  Participants,
adjusted  for the Rate of Return  pursuant  to this  Article V,  through the day
preceding  such  date  and  less  all  payments  made  by  the  Employer  to the
Participant or his/her Beneficiary through the day preceding such date.

     5.2 Unless  otherwise  delegated,  the  Committee  shall (a)  determine the
Investment Options available as the measurement mechanism for the Rate of Return
on  Accounts  under the Plan and (b)  establish  procedures  for the  manner and
extent to which  elections  may be made,  the method of valuing the Accounts and
the various Investment Options and the method of crediting the Accounts with the
Rate of Return,  including  making  other  adjustments  as a result of  dividend
equivalents,  interest equivalents or other earnings or return on such Accounts.
The  selection of the Moody's Rate as an  Investment  Option shall be limited as
follows:

             (i) Eligible  Employees  holding a position of Group Vice President
     or above may select the  Moody's  Rate as the  Investment  Option for up to
     100% of their Deferred Amount for a Plan Year.

             (ii) Eligible  Employees not described in  subparagraph  (i) above,
     holding the position of Vice  President  may select the Moody's Rate as the
     Investment  Option  for up to  15% of  their  Base  Salary and  Bonus for a
     Plan Year.

             (iii) Eligible Employees not described in subparagraphs (i) or (ii)
     above are not permitted to select the Moody's Rate as an Investment Option.

     5.3 To the extent an Eligible  Employee  selects  the  Moody's  Rate as the
Investment Option for his or her Account, the following provisions shall apply:


                                     Page 5
<PAGE>

          (a) Each month, during the Participant's employment with the Employer,
     the balance of such Participant's  Account shall be credited with a Rate of
     Return at the Moody's  Rate plus 3%;  provided,  however,  that if benefits
     first become distributable  pursuant to Section 6.3, the Rate of Return for
     the period  commencing on the  Participant's  first day of participation in
     the Plan until his or her date of termination  of employment,  shall be the
     Moody's Rate; and, provided further,  notwithstanding  the foregoing,  that
     upon and after the  occurrence  of a Change in Control,  the Rate of Return
     for such  Participant,  if  employed  by the  Employer  on the date of such
     occurrence, shall be the Moody's Rate plus 3%;

          (b) Each month,  commencing on the first day the Participant ceases to
     be  employed  by the  Employer  and  continuing  until the  earlier  of the
     Participant's  reemployment with the Employer or the complete  distribution
     of the  Participant's  Account,  the balance of the  Participant's  Account
     shall be credited  with a Rate of Return equal to the Moody's Rate plus 3%;
     provided,  however, that if benefits first become distributable pursuant to
     Section 6.3,  shall be equal to the Moody's Rate:  and,  provided  further,
     notwithstanding  the  foregoing,  that upon and after the  occurrence  of a
     Change in Control, the Rate of Return for such Participant,  if employed by
     the Employer on the date of such occurrence, shall be the Moody's Rate plus
     3%.

          (c) For  purpose  of this  Section  5.3,  the Rate of  Return  for the
     current month shall be the appropriate Moody's Rate specified therein taken
     to the  one-twelfth  power  so that  when  calculated  for 12  months,  the
     effective  annual interest credit shall be equal to the annual rate used to
     determine the applicable  Moody's Rate specified  therein.  The formula for
     such calculation is:

               12 1 + i                           - 1

     where "i" is the applicable Moody's Rate specified in Sections 5.2 and 5.3.

          (d) The  selection  of the Moody's Rate as the  Investment  Option for
     Deferred  Amounts is irrevocable with respect to those Deferred Amounts and
     earnings thereon.

     5.4 The Company  shall not be required to purchase,  hold or dispose of any
securities  representing  the  Investment  Options  designated by a Participant.
Participants shall not have any voting rights or any other ownership rights with
respect to the Investment Options in which their Accounts are deemed invested.

     5.5 The Account  shall be valued by the  Committee as of each  December 31.
The  Account  may also be valued by the  Committee  as of any other  date as the
Committee may authorize for the purpose of  determining  the Account for payment
of benefits, or any other reason the Committee deems appropriate.

     5.6 The Committee shall submit to each Participant periodic statements,  at
least annually, in such form as the Committee deems desirable, setting forth the
balance standing to the credit of each Participant in his/her Account.

                                   ARTICLE VI
                            COMMENCEMENT OF BENEFITS

     6.1     In the event of a Participant's Retirement, the amount credited

                                     Page 6

<PAGE>


to such  Participant's  Account shall be distributed to such  Participant in the
form(s)  provided  under this Article VI commencing as soon as  administratively
practicable,  but  effective  as of  the  first  day of  the  month  immediately
following  the  later  of (a)  the  date  of such  Retirement,  or (b) the  date
specified in the Participant's Deferral Agreement which can in no event be later
than the Participant's 65th birthday.

     6.2  In  the  event  of  a  Participant's   death  prior  to  the  complete
distribution of his or her Account,  the balance of such  Participant's  Account
shall be distributed to such  Participant's  Beneficiary in the form(s) provided
under Section 6.4(c)  commencing as soon as  administratively  practicable  fol-
lowing such death,  but  effective as of the first day of the month  immediately
following the date of such Participant's death.

     6.3 In the event any  Participant  terminates  employment with the Employer
prior to  Retirement,  for any reason other than death,  the amount  credited to
such  Participant's  Account shall be  distributed  to such  Participant  in the
form(s)   provided   for  under   this   Article  VI   commencing   as  soon  as
administratively  practicable,  effective  as of the  first  day  of  the  month
immediately  following the later of (a) his or her date of  termination,  or (b)
the date specified in the Participant's Deferral Agreement which can in no event
be later than the Participant's 65th birthday. A Participant may elect in his or
her Deferral  Agreement to have the  distribution of his or her Account commence
effective as of the first day of the month following the determination  that the
Participant has suffered a Total  Disability;  provided that distribution of the
Participant's Account has not already commenced.

     6.4 (a)  Except as  otherwise  provided  in this  Section  6.4,  the amount
     credited  to a  Participant's  Account  shall be paid in one or more of the
     following forms: (i) a single lump sum, (ii) 60 approximately equal monthly
     installments,  (iii) 120 approximately  equal monthly  installments or (iv)
     180  approximately  equal monthly  installments,  as the Participant  shall
     elect in any Deferral Agreement;  provided, however, that in the absence of
     such election in any Deferral Agreement, the respective amounts credited to
     the  Participant's  Account  shall be  payable in 120  approximately  equal
     monthly  installments.  If  installment  payments are elected,  the Account
     shall be  amortized  with an  assumed  Rate of Return of six  percent  (6%)
     unless the Participant selects, and the Committee approves,  an alternative
     assumed Rate of Return.  As of each January 1, the amount to be distributed
     in installment payments for that year shall be determined by amortizing the
     Participant's  Account  balance as of the  preceding  December  31 over the
     remainder of the installment period, using the assumed Rate of Return which
     was fixed under the  preceding  sentence at the time  installment  payments
     were elected.  The Participant  shall not be entitled to select a different
     form of  distribution  with respect to amounts  credited to the Participant
     Account in each Plan Year.  Instead,  the distribution  form(s) selected by
     the  Participant  shall  apply to the entire  balance of the  Participant's
     Account. The Participant may modify the form(s) of distribution selected by
     the  Participant's;  provided that such  modification  is made on a validly
     executed  and timely filed  Deferral  Agreement at least 12 months prior to
     the date on which any distributions of the Participant's Account shall have
     commenced.

     (b) In the event the amounts credited to the  Participant's  Account become
     payable  pursuant to Section 6.3 prior to a Change in Control,  the amounts
     credited  to  such  Participant's   Account  shall  be  distributed  in  60
     approximately equal monthly installments without regard to paragraph (a) of
     this Section 6.4.

     (c)  In the  event  of  the  Participant's  death  prior  to  the  complete
     distribution of his or her Account pursuant to Section 6.4(b),  the balance
     of the Participant's Account shall be paid to the Participant's

                                     Page 7

<PAGE>


     Beneficiary over the remainder of the period provided in Section 6.4(b). In
     the event of the Participant's death prior to the complete  distribution of
     his or her  Account  other than in  accordance  with  Section  6.4(b),  the
     balance of the  Participant's  Account  shall be paid to the  Participant's
     Beneficiary  in  accordance  with the form(s)  elected by the  Participant;
     provided,  however,  that prior to the  commencement  of  benefits  to such
     Beneficiary,  upon written  application  to the  Committee no later than 60
     days following notification to the Beneficiary of his or her entitlement to
     benefits under the Plan,  such  Beneficiary  may request that the Committee
     approve an alternative  single form of distribution that would apply to the
     balance of the Participant's Account. The Committee,  after considering all
     the facts and circumstances that it deems relevant (including, for example,
     the effect of such  alternative form of distribution on the finances of the
     Company and the financial needs of the Beneficiary), shall determine in its
     sole discretion whether to permit the alternative form of distribution.  In
     the event of the death of the  Participant's  last Beneficiary prior to the
     complete  distribution  of the  Participant's  Account,  the balance of the
     Participant's Account shall be paid in a single lump sum to the deceased
     Beneficiary's estate.

             (d)  Notwithstanding  anything in this Section 6.4 to the contrary,
     in the event  that the value of a  Participant's  Account  does not  exceed
     $30,000, as of the date benefits first become distributable,  the Committee
     shall cause such  Participant's  Account to be distributed in a single lump
     sum payment.

             (e) Notwithstanding anything in the Plan to the contrary,  benefits
     shall not be paid to a Participant who is a "covered employee" as that term
     is defined in Section 162(m) until the  Participant is no longer a "covered
     employee".

     6.5  Notwithstanding  anything in this Article VI to the contrary,  benefit
payments under the Plan shall cease as of the first day the Participant  returns
to employment with the Employer. Upon such return to employment, the Participant
shall,  if eligible,  be permitted to defer salary,  as provided in Article III;
provided,  however,  that, with respect to any such reemployed Participant whose
Account  prior to such  reemployment  was being  credited  with a Rate of Return
under Sections 5.3 at the Moody's Rate, such reemployment shall not be effective
to  increase  to the  Moody's  Rate plus 3% Rate of Return to be credited to the
Participant's   Account  with  respect  to  amounts   deferred   prior  to  such
reemployment.

     6.6 If the  Participant  or the  Participant's  Beneficiary  is entitled to
receive any  benefits  hereunder  and is in his or her  minority,  or is, in the
judgment  of  the  Committee,  legally,  physically  or  mentally  incapable  of
personally  receiving and  receipting any  distribution,  the Committee may make
distributions  to a  legally  appointed  guardian  or to such  other  person  or
institution  as, in the judgment of the  Committee,  is then  maintaining or has
custody of the payee.

     6.7 After all benefits have been  distributed in full to the Participant or
to  the  Participant's  Beneficiary,  all  liability  under  the  Plan  to  such
Participant or to his or her Beneficiary shall cease.

     6.8 No benefit shall be subject in any manner to anticipation,  alienation,
sale, transfer,  assignment, pledge, encumbrance or charge by the Participant or
Beneficiary,  and any such  action  shall be void for all  purposes.  No benefit
shall in any manner be subject to the debts, contracts, liabilities, engagements
or  torts  of the  Participant  or  Beneficiary,  nor  shall  it be  subject  to
attachments   or  other  legal  process  for  or  against  the   Participant  or
Beneficiary, except to such extent as may be required by law.


                                     Page 8
<PAGE>


     6.9 To the extent  required by law in effect at the time payments are made,
the Employer  shall  withhold  from  payments  made  hereunder the minimum taxes
required to be withheld by the federal or any state or local government.

                                   ARTICLE VII
                             BENEFICIARY DESIGNATION

     7.1  The  Participant  may,  at  any  time,   designate  a  Beneficiary  or
Beneficiaries  to receive the benefits  payable in the event of his or her death
and may  designate  a  successor  Beneficiary  or  Beneficiaries  to receive any
benefits  payable  in the  event of the  death of any  other  Beneficiary.  Each
Beneficiary  designation  shall become effective only when filed in writing with
the  Committee  during the  Participant's  lifetime on a form  prescribed by the
Committee.  The filing of a new  Beneficiary  designation  form will  cancel all
Beneficiary  designations  previously  filed. Any finalized  divorce or marriage
(other than a common law  marriage) of a  Participant  subsequent to the date of
filing of a  Beneficiary  designation  form shall revoke such  designation.  The
spouse of a Participant  domiciled in a community  property  jurisdiction  shall
join in any designation of Beneficiary or  Beneficiaries  other than the spouse.
If no  Beneficiary  shall be  designated  by the  Participant,  or if his or her
Beneficiary  designation  is revoked by marriage,  divorce or otherwise  without
execution of another  designation,  or if the  designated  Beneficiary  or Bene-
ficiaries  shall not  survive  the  Participant,  payment  of the  Participant's
Account  shall be made to the  Participant's  estate  in a single  lump sum pay-
ment.  Notwithstanding  any  provision of this Plan to the  contrary,  any Bene-
ficiary  designation  may be changed by a Participant  by the written  filing of
such change on a form prescribed by the Committee.

                                  ARTICLE VIII
                                     FUNDING

     8.1 All  benefits  hereunder  are intended to be in the form of an unfunded
obligation of the Employer.

     8.2 Nothing contained herein shall create any obligation on the part of the
Employer to set aside or earmark  any monies or other  assets  specifically  for
payments under the Plan. Participants and their Beneficiaries, heirs, successors
and assigns shall have no legal or equitable rights,  interests or claims in any
property or assets of the Employer,  nor shall they be beneficiaries of, or have
any  rights,  claims  or  interests  in any  life  insurance  policies,  annuity
contracts  or the  proceeds  therefrom  owned or which  may be  acquired  by the
Employer  ("Policies").  Such Policies or other assets of the Employer shall not
be held under any fund for the  benefit of  Participants,  their  Beneficiaries,
heirs,  successors or assigns, or held in any way as collateral security for the
fulfilling of the  obligations  of the Employer  under this Plan. Any and all of
the  Employer's  assets and Policies  shall be, and remain,  for purposes of the
Plan, the general unpledged, unrestricted assets of the Employer. The Employer's
obligation  under the Plan shall be merely  that of an  unfunded  and  unsecured
promise of the Employer to pay money in the future.

     8.3 If a Participant or Beneficiary  becomes  entitled to a distribution of
benefits under the Plan, and if at such time the Participant has outstanding any
debt,  obligation or other such  liability  representing  an amount owing to the
Employer,  then the  Employer may offset such amount owing it against the amount
of benefits otherwise  distributable.  Such  determination  shall be made by the
Committee.

                                   ARTICLE IX
                            AMENDMENT AND TERMINATION

     9.1 The Board, the Committee or their duly authorized  delegates may at any
time amend the Plan in whole or in part;  provided,  however,  that no amendment
shall be  effective  to  decrease  the  benefits  or rights  of any  Participant
theretofore  accrued.  Written notice of such  amendment  shall be given to each
Participant.

                                     Page 9
<PAGE>


     9.2 The Board may at any time terminate the Plan.  Upon any  termination of
the Plan under this Section 9.2, each Participant  shall cease to make deferrals
under the Plan,  and all amounts  shall  prospectively  cease to be deferred for
such Plan Year.  Benefits payable under the Plan shall be paid at such times and
pursuant to such terms and conditions as were effective immediately prior to the
termination of the Plan.

                                    ARTICLE X
                         FINANCIAL HARDSHIP WITHDRAWALS

     10.1 Subject to the provisions set forth herein, a Participant may withdraw
up to 100% of his or her Account as  necessary  to satisfy  immediate  and heavy
financial needs of the Participant  which the Participant is unable to meet from
any other resource reasonably available to such Participant.  The amount of such
hardship withdrawal may not exceed the amount required to meet such need.

     10.2 (a) Upon written application,  the Committee,  in its sole discretion,
     may  grant  a  withdrawal  to the  Participant  for  any  of the  following
     unforeseen financial hardships:

               (i) unusual medical expenses  incurred by the Participant for the
          Participant or his or her dependents;

               (ii) special health requirements of the Participant or his or her
          dependents; or

               (iii)  any other  situation  which the  Committee  shall  deem to
          constitute financial hardship.

          (b) The Participant  shall be required to furnish  evidence of purpose
     and need to the Committee on forms prescribed by the Committee.

     10.3 The Rate of Return credited to the Participant's Account under Section
5.2, for purposes of determining the Participant's  Account under this Article X
only,  shall be determined as if the Participant had terminated  employment with
the Employer as of the date of the  relevant  hardship  withdrawal  distribution
made hereunder.

     10.4 Notwithstanding any other provision of the Plan to the contrary,  upon
written  application  of the  Participant,  the  Committee  may,  in the case of
financial hardship, authorize the cessation of deferrals by the Participant.

                                   ARTICLE XI
                                CLAIMS PROCEDURE

     11.1 Each Claimant shall have the right to submit a Claim with respect to a
benefit sought hereunder. Written notice of any Claim hereunder must be given to
the  Committee  either  personally or by certified or  registered  mail,  return
receipt requested, at the following address:

                     Albertson's, Inc.
                          Attn: Grantor Trust Committee
                     c/o Corporate Secretary
                     250 Parkcenter Blvd.
                     P.O. Box 20
                     Boise, Idaho  83726

Such Claim shall state with particularity:


                                     Page 10
<PAGE>

          (a) The benefit claimed; and

          (b) All facts believed to be relevant in connection with such Claim.

     11.2 Upon receipt of a Claim  hereunder,  the Committee  shall consider the
merits  of the Claim and  shall  within  90 days from the  receipt  of the Claim
render a decision on the merits and communicate the same to the Claimant. In the
event the Committee  denies the Claim in whole or in part, the Claimant shall be
so notified in writing,  which shall be  addressed  and  delivered to him or her
personally or by mail, and shall set forth the following in a manner  reasonably
calculated to be understood by the Claimant:

          (a) The reason or reasons for rejection of the Claim;

          (b) The provisions of the Plan and the  particular  provisions of law,
     if any, relied upon in reaching such determination;

          (c) A  description  of any  additional  information  needed  from  the
     Claimant  in  order  for  him or her to  perfect  his or her  Claim  and an
     explanation of why such information is necessary; and

          (d) A statement  outlining the Appellate Review Procedure as set forth
     in Section 11.3.

The failure of the Committee to render a decision on the merits of a Claim shall
be deemed to be a denial of such Claim and notice of such denial shall be deemed
to have been given to the Claimant on the  ninetieth  (90th) day from receipt by
the Committee of the Claim.

     11.3 Where a Claim has been or is deemed  denied,  the Claimant  shall have
the right  within 60 days after the date he or she receives or is deemed to have
been given notice that his or her Claim has been rejected,  in whole or in part,
to an Appellate  Review  Procedure as set forth  herein.  Such  procedure  shall
enable the Claimant to appeal from an adverse  decision by  delivering a written
request for an appeal to the  Committee  either  personally  or by  certified or
registered  mail,  return  receipt  requested.  Such request shall set forth the
reasons why the Claimant  believes the  decision  rejecting  his or her Claim is
erroneous and shall be signed by the Claimant  under oath.  Within 30 days after
such request is received,  the  Committee may conduct a review of the Claim at a
hearing at which the  Committee  may invite the  Claimant  to present his or her
views with respect to the merits of the Claim. Whether or not a hearing is held,
the Claimant  may submit  issues and  comments in writing to the  Committee  for
consideration at the hearing and may review pertinent documents. A decision with
respect to the merits of the Claim shall be rendered by the  Committee not later
than 60 days after the delivery of the written  request for an appeal  hereunder
unless special circumstances (such as holding a hearing) require an extension of
time for  processing,  and then no later  than  120 days  after  receipt  of the
request.

     The Appellate  Review decision shall include  specific  reasons believed to
support such decision,  including specific  references to provisions of the Plan
and of law,  shall be written  in a manner  reasonably  calculated  to be under-
stood by the Claimant and shall be  delivered to the Claimant  personally  or by
mail.

     11.4 No action shall be commenced  under Section  502(a)(1)(B) of ERISA, or
under any other  provision of law, until the Claimant shall first have exhausted
the Claims  Procedure  available  to him or her  hereunder,  provided  that such
Claimant  would not have been  irreparably  and  materially  harmed by any delay
occasioned  by this Claims  Procedure.  Insofar as the same is not  inconsistent
with  regulations  promulgated  under  Section 503 of ERISA,  relating to claims
procedures, any Claim under this Claims Procedure must be submitted within three


                                     Page 11
<PAGE>

(3) months  from the  earlier of (a) the date on which the  Claimant  learned of
facts  sufficient to enable him or her to formulate such Claim,  or (b) the date
on which the Claimant  should  reasonably  have been expected to learn the facts
sufficient to enable him or her to formulate such Claim.  Claims submitted after
such  period  shall be  deemed to have been  waived  by the  Claimant  and shall
thereafter be wholly  unenforceable.  No statute of limitations  set forth under
either Section 413 of ERISA, or any other applicable  provision of law, shall be
deemed to be extended in any way by the period of  limitations  set forth herein
with respect to this Claims Procedure.

     11.5  All   references  in  this  Article  XI  to  Claimant  shall  include
representatives  who are duly authorized as such, in writing,  which  authoriza-
tion  shall have been  delivered  to the  Committee  at some stage of the Claims
Procedure.  After such written  authorization  is delivered,  copies of all sub-
sequent  communications  with the  Claimant  and  decisions  with respect to the
Claim, for which such authorization has been provided, shall be delivered to the
authorized representative, as well as to the Claimant.


                                   ARTICLE XII
                               GENERAL PROVISIONS

     12.1 Neither the  establishment of the Plan, nor any modification  thereof,
nor the  creation  of an  Account,  nor the  payment  of any  benefits  shall be
construed

             (a) as giving the Participant, Beneficiary or any other person, any
     legal or equitable  right  against the Employer  unless such right shall be
     specifically provided for in the Plan or conferred by affirmative action of
     the Employer in accordance with the terms and provisions of the Plan, or

             (b) as  giving  the  Participant  the right to be  retained  in the
     service  of the  Employer,  and the  Participant  shall  remain  subject to
     discharge to the same extent as if the Plan had never been established.

     12.2 A Participant  will  cooperate with the Employer by furnishing any and
all information  requested by the Employer in order to facilitate the payment of
benefits hereunder,  taking such physical  examinations as the Employer may deem
necessary  and taking  such other  relevant  action as may be  requested  by the
Employer.  If a Participant refuses so to cooperate,  the Employer shall have no
further obligation to the Participant under the Plan.

     12.3 All pronouns and any  variations  thereof  shall be deemed to refer to
the masculine,  feminine or neuter, as the identity of the person or persons may
require. As the context may require,  the singular may be read as the plural and
the plural as the singular.

     12.4  Any  notice  or  filing  required  or  permitted  to be  given to the
Committee  under the Plan shall be sufficient if in writing and hand  delivered,
or sent by registered or certified mail, to the principal office of the Company,
directed to the attention of the Corporate Secretary of the Company. Such notice
shall be deemed  given as of the date of  delivery  or, if  delivery  is made by
mail,  as of the date shown on the  postmark  or  receipt  for  registration  or
certification.

     12.5 The validity of the Plan or any of its provisions  shall be determined
under and construed  according to the laws of the State of Idaho,  except to the
extent Idaho law is preempted  by federal  law,  including,  but not limited to,
ERISA. Should any provision of the Plan or any regulations adopted thereunder be
deemed or held to be unlawful  or invalid  for any  reason,  such fact shall not
adversely  affect the other  provisions or  regulations  unless such  invalidity
shall render  impossible or impractical the functioning or the Plan and, in such
case, the appropriate parties shall immediately adopt



                                     Page 12
<PAGE>


a new  provision  or  regulation  to take the place of the one held  illegal  or
invalid.

     12.6 Nothing contained herein shall preclude the Employer from merging into
or with, or being acquired by, another business entity.

     12.7 The liabilities  under the Plan shall be binding upon any successor or
assign of the Employer and any purchaser of the Employer or substantially all of
the  assets of the  Employer,  and the Plan  shall  continue  in full  force and
effect.

     12.8  The  titles  of the  Articles  in the  Plan  are for  convenience  of
reference  only,  and, in the event of any  conflict,  the text rather than such
titles shall control.

     IN WITNESS WHEREOF, the Company has caused its officers, duly authorized by
its Board of Directors, to execute the Plan this 1st day of December, 1999.


                                    ALBERTSON'S, INC.
ATTEST:


/s/  Kaye L. O'Riordan              By    /s/  Thomas R. Saldin
----------------------                 ---------------------------------------
                                    Its   Executive Vice President
                                          and General Counsel
                                       ---------------------------------------



                                     Page 13