Exhibit 10.42




                                ALBERTSON'S, INC.

             EXECUTIVE OFFICERS' ANNUAL INCENTIVE COMPENSATION PLAN


I.   Purpose

     The purpose of the Albertson's,  Inc. Executive  Officers' Annual Incentive
Compensation  Plan (the "Annual Plan") is to attract and retain highly qualified
employees,  to obtain from each the best  possible  performance,  to establish a
performance  goal based on  Consolidated  Earnings  for  Incentive  Compensation
Awards for covered  executive  officers  and to  underscore  the  importance  to
employees of increasing Consolidated Earnings for Albertson's, Inc.

II.  Definitions

     For the  purposes of  the Annual  Plan, the following  terms shall have the
following meanings:

     A.   Annual Pool.  The Incentive Compensation Pool  established pursuant to
Section IV of the Annual Plan.

     B.   Award Period.  An award  period  under the  Annual Plan  shall be  the
fiscal year of the Company with respect to Incentive Compensation Awards.

     C.   Board of Directors.  The Board of Directors of Albertson's, Inc.

     D.   Committee.  The Compensation  Committee of  the Board of  Directors or
any successor thereto.

     E.   Company.  Albertson's, Inc. and its subsidiaries.

     F.   Consolidated  Earnings.  Income  from  continuing  operations  of  the
Company and its consolidated  subsidiaries  before deduction of income taxes and
minority  interest (if any), as shown in the Company's  audited annual statement
of income, reduced by the pre-tax amount of non-recurring gains and increased by
the pre-tax amount of non-recurring charges.

     G.   Covered Employee.  An  employee  who may  be  deemed to be a  "covered
employee"  within the meaning of  Section 162(m) of the Internal Revenue Code of
1986, as amended, as such section may be amended.

     H.   Deferred  Compensation  Plan.  The  Albertson's,  Inc.  2000  Deferred
Compensation Plan.

     I.   Incentive Compensation Award.  Any annual  award  paid  to  a  Covered
Employee from the Annual Pool.

III. Effective Date

     The Annual Plan  has been  adopted as of  February 1, 2002 and shall become
effective  upon  approval  by the Company's  shareholders at the  Company's 2002
Annual Meeting of Shareholders.

IV.  Amounts Available for Incentive Compensation Awards

     A.   An Annual Pool shall be established to which will be credited for each
fiscal year an amount equal to 1.0% of Consolidated Earnings for such year.

     B.   The maximum  amount  available for  Incentive  Compensation  Awards to
Covered  Employees for a fiscal year  shall be limited  by the total then in the

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Annual Pool,  and such Incentive Compensation Awards shall be chargeable against
the Annual Pool but need not exhaust such total. Any balance remaining after the
making of  Incentive  Compensation  Awards to  Covered  Employees  will  not  be
available for future Incentive Compensation Awards to Covered Employees.

V.   Eligibility

     Only  Covered  Employees  are  eligible  to receive  Incentive Compensation
Awards under the Annual Plan.

VI.  Determination of Amounts of Incentive Compensation Awards

     The  maximum  Incentive  Compensation  Award  payable  with  respect to any
fiscal year to a Covered Employee who is the Chief Executive Officer on the last
day of the  fiscal  year shall be equal to 30% of the Annual Pool for such year.
The maximum  Incentive  Compensation  Award payable with respect to the next two
most highly compensated of the other Covered Employees for any fiscal year shall
be  equal  to  20%  of  the  Annual  Pool  for  such year. The maximum Incentive
Compensation Award payable with respect to any  fiscal year to each of the other
Covered Employees shall be equal to 15% of the Annual Pool for such year.

     Incentive  Compensation  Awards may be  made either at or following the
end of the fiscal year to which they relate; provided, however, that no
Incentive Compensation Awards shall be made to Covered Employees prior to the
certification by the Committee that the performance criteria have been met for
the relevant Award Period.

     The final  amounts of Incentive  Compensation  Awards to Covered  Employees
will be  determined  by the  Committee.  The  Committee  may  exercise  negative
discretion to reduce the amount of, or to eliminate,  an Incentive  Compensation
Award that would otherwise be payable.  Such determinations,  except in the case
of the Incentive  Compensation Award for the Chief Executive  Officer,  shall be
made after  considering the  recommendations  of the Chief Executive Officer and
such other matters as the Committee shall deem relevant.

VII. Form of Incentive Compensation Awards

     Incentive Compensation Awards under the Annual Plan shall be made in cash.

VIII.Payment of Incentive Compensation Awards

     A.   Incentive  Compensation  Awards  under the  Annual Plan  shall be paid
currently,  unless the payment is deferred by the Covered Employee or unless the
Committee  shall  determine  that  any  Incentive  Compensation  Award  shall be
deferred  ("Deferred  Awards").  Any  Deferred  Awards  shall be credited to the
Covered  Employee's  account  in the  Deferred  Compensation  Plan and  shall be
subject to the provisions of the Deferred Compensation Plan.

     B.   When  an  Incentive  Compensation  Award  is  made,  the Company shall
cause the cash to be paid to the  individual to whom the Incentive  Compensation
Award is made at the time or times specified by the Committee, or, if no time or
times are  specified,  as soon as practicable  after the Incentive  Compensation
Award is made,  but in no event later than two and one-half  months after fiscal
year end.

IX.  Special Awards and Other Plans

     Nothing  contained in the Annual Plan shall  prohibit the Company or any of
its subsidiaries from granting special  performance or recognition  awards,  not
chargeable  against the Annual Pool,  under such conditions and in such form and
manner  as  it  sees  fit,  to  employees   (including  Covered  Employees)  for
meritorious service of any nature.

     In  addition,  nothing  contained  in the Annual  Plan shall  prohibit  the
Company  or  any  of  its  subsidiaries   from   establishing   other  incentive
compensation  plans  providing  for the  payment of  incentive  compensation  to
employees (including Covered Employees), not chargeable against the Annual Pool.

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X.   Amendment and Interpretation of the Annual Plan

     A.   The  Board  of  Directors  or the  Committee  shall  have the right to
amend the Annual  Plan from time to time or to repeal it  entirely  or to direct
the  discontinuance  of Incentive  Compensation  Awards  either  temporarily  or
permanently;  provided,  however, that (i) no amendment of the Annual Plan shall
operate to annul,  without  the consent of the Covered  Employee,  an  Incentive
Compensation  Award already made  hereunder,  and (ii) with respect to Incentive
Compensation  Awards for Covered  Employees,  no amendment of the Annual Plan to
change  the  calculation  of  the  Annual  Pool  or to  change  the  percent  of
Consolidated  Earnings  credited  to the  Annual  Pool,  to change  the  maximum
Incentive  Compensation Award of a Covered Employee, to change the definition of
Covered Employee or to change the definition of Consolidated Earnings,  shall be
effective without approval by the shareholders of the Company.

     B.   The decision of the Committee with respect to any questions arising in
connection with the administration or interpretation of the Annual Plan shall be
final, conclusive and binding.

XI.  Miscellaneous

     A.   All  expenses  and  costs  in  connection  with the  operation  of the
Annual Plan shall be borne by the Company and no part  thereof  shall be charged
against the Annual Pool, other than the amounts of Incentive Compensation Awards
to Covered Employees under the Annual Plan.

     B.   All Incentive Compensation Awards under the Annual Plan are subject to
withholding, where applicable, for federal, state and local taxes.

















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