Exhibit 10.42

                     ALBERTSON'S SEVERANCE PLAN FOR OFFICERS
                            Effective October 1, 2002


                               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,  where such  employment  termination is due to a job  restructuring,
reduction  in  force,  or job  elimination  and  not  due to any  other  reason,
including but not limited to unsatisfactory performance or voluntary termination
by the Officer.  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 an "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 eligible officers shall be determined
exclusively under this Plan unless a separate  agreement has been or is 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participate herein are hereby superseded by this Plan.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      Covered Reason means an involuntary  termination of employment with the
         company  due  to  a  job  restructuring,  reduction  in  force  or  job
         elimination (and not due to any other reason, including but not limited
         to unsatisfactory performance or voluntary termination by the Officer.)

2.3      Company means Albertson's, Inc. and its subsidiaries.

2.4      Effective Date means October 1, 2002.

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



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2.6      Officer means any active,  regular  officer of the Company who has been
         employed  by the Company  for at least one year.  For  purposes of this
         Plan,  "Officer"  excludes  (a) any  individual  who has an  individual
         employment  or  severance  agreement  with  the  Company  and  (b)  any
         individual  who is or may become  entitled to severance  benefits under
         another severance plan sponsored by the Company.

2.7      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,  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.

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

2.9      Plan  means  the  Albertson's  Severance  Plan for  Officers  Effective
         October 1, 2002.

2.10     Plan Year means the period from June 1 through May 31.

2.11     Release  Agreement  means the Severance and Release  Agreement given by
         the  Participant to the Company and other matters stated  therein.  The
         Severance  and Release  Agreement  shall bind the  Participant  and the
         Company.

2.12     Severance  Date means the date  established  by the Company in its sole
         discretion as a Participant's last day of employment.

2.13     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.

2.14     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      Eligibility.  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,
         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 for a  personal  serious  health  condition,
         worker's  compensation  leave or other  medical  or  disability-related
         leave will be subject to the appropriate  Company leave policy when the
         employee returns from leave.


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         The forgoing, to the contrary notwithstanding, the Company reserves the
         right to determine the applicability or  non-applicability  of the Plan
         in  its  sole  and   absolute   discretion   based  on  the  facts  and
         circumstances  of  each  situation  and  administered  in  a  fair  and
         non-discriminatory manner.

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

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

         (b)      the Officer is notified of a subsequent  termination  date for
                  his or her employment and, prior to such 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  rejects  an offer or fails to accept an offer of
                  another  position  from the  Company,  a Successor or from any
                  affiliate of the Company;  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
                  location more than 50 miles from his or her current workplace.

3.4      Release.  Prior  to the  date  the  Participant's  employment  with the
         Company  will  terminate,  such  Participant  will  receive  a  Release
         Agreement in a form  satisfactory to the Company,  substantially in the
         form  attached  to this Plan as  Exhibit  A-1 or  Exhibit  A-2.  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 Group Vice President, HR Administration and Employee Benefits
         within the time period  specified by the Company  following  his or her
         Severance Date. Such Release Agreement must be timely and appropriately
         executed by its terms for the  Participants to qualify for payments and
         benefits under Section 4.

3.5      Reemployment.  By  accepting a severance  payment  under the Plan,  the
         Participant  agrees  not to reapply  for  employment  with the  Company
         within six months (or such other  period as provided  in the  Severance
         and Release Agreement) of the Participants' severance date.


<PAGE>


                 SECTION 4--AMOUNT AND PAYMENT OF SEVERANCE PAY

4.1      Amount and Timing.  A Participant's  severance pay under this Section 4
         shall be the  number  of weeks of Pay set forth in the  schedule  below
         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
         administratively practicable after the Participant's Severance Date and
         the Company's  receipt of the Participant's  signed Release  Agreement.
         Amounts to be paid are as follows:

               Two  week's pay  per full  Year of Service, with  a  minimum of 8
               weeks' Pay, plus 100 percent  target  bonus prorated based on the
               number of weeks actually  worked during  the fiscal year less any
               bonus already paid.

         Employment taxes shall be  withheld  from all  severance  payments  but
         voluntary  deductions shall not  be allowed.  In  addition, any  amount
         payable under this Section 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  appropriate  notice
         of closing, layoffs or termination of employment.

4.2      Additional  Benefits.   The  Company  will  also  offer  the  following
         additional benefits.

         (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  (excluding  IRC
                  section 125 flexible spending accounts) on a monthly basis for
                  the lesser of (1) the first 6 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.


         (b)      The Company may offer  outplacement  services to Participants,
                  which will be based on the Participant's position.

4.3      Vacation  Pay.  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.

4.4      Other Benefit Plans.  Benefits under any other employee  benefit plans,
         including but not limited to,  tax-qualified  retirement plans, retiree
         health care plans,  medical or dependent care expense accounts,  fringe
         benefit plans, policies,  programs, stock option 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.

4.5      Offset.  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.

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                            SECTION 5--DEATH BENEFITS

5.1      Death.  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      Payment after Death. 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      Interpretation.  The Company shall have sole discretionary authority to
         interpret,  construe, 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      Reporting and Disclosure. 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      Service  Providers.  The  Administrator  may contract  with one or more
         persons to render advice or services with regard to any  responsibility
         it has under this Plan.

6.4      Rules. 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  Employee
         Benefits  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


<PAGE>


         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 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
         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.


<PAGE>


         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  challenge any
         final  appeal  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      Funding.  The  benefits  and  costs of this  Plan  shall be paid by the
         Company out of its general assets.

8.2      ERISA Status.  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.


<PAGE>



                      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
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 1st day of
October, 2002.

                                        ALBERTSON'S, INC.



                                        /S/ John Sims
                                        --------------------------------------
                                        By:
                                        Name:   John Sims
                                        Its:    Executive Vice President &
                                                General Counsel