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                                                                   Exhibit 10.47

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                                   ALBERTSONS
                            LONG-TERM INCENTIVE PLAN
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INTRODUCTION

The Albertsons  Long-term  Incentive Plan ("Plan") is a long-term incentive plan
for eligible employees of Albertsons and its subsidiaries.  The Plan is intended
to  provide  cash-based  incentive  opportunities  to  executives  and other key
employees of the Company and its  subsidiaries.  Plan payments,  if any, will be
conditioned  on attainment of one or more  Performance  Measures for one or more
fiscal years as established by the Committee.  It is intended that payments made
pursuant  to the Plan to Covered  Employees  will  qualify as  performance-based
compensation that is exempt from the limitation on deductions imposed by Section
162(m),  and  that  the  Plan  will  be  construed,   applied  and  administered
accordingly.

I. PURPOSE

The purpose of the Plan is to allow the Company to attract,  motivate and retain
highly  qualified  employees;  to obtain from each  employee  the best  possible
performance; to establish performance goals that support the Company's long-term
business  strategies;  and to  provide  consistency  in and  alignment  with the
Company's approach to performance-based  pay and overall executive  compensation
strategy.

II. DEFINITIONS

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

     A.  AWARD  PERIOD.  An award  period  under  the Plan  shall be one or more
consecutive  fiscal years of the Company,  not to exceed three fiscal years,  as
established by the Committee.  Nothing in this Plan shall preclude the Committee
from establishing an Award Period that commences prior to the termination of one
or more other Award Periods.

     B. BOARD OF DIRECTORS. The Board of Directors of the Company.

     C. CHANGE IN  CONTROL.  This term shall have the meaning in the Amended and
Restated 1995 Stock-Based Incentive Plan or any successor plan thereto.

     D.  COMMITTEE.  The  Management  Development/Compensation  Committee of the
Board of Directors of the Company or any successor thereto.

     E. COMPANY. Albertson's, Inc., a Delaware corporation.

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     F.  COVERED  EMPLOYEE.  Any  Participant  who is, or is  determined  by the
Committee  to be likely to become,  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 ("Section 162(m)").

     G. DEFERRED AWARD. This term is defined in Section VII (A) of the Plan.

     H.  DEFERRED  COMPENSATION  PLAN.  The  Albertson's,   Inc.  2000  Deferred
Compensation Plan, as amended.

     I.  LONG-TERM  INCENTIVE  COMPENSATION  AWARD.  Any  cash-based  award paid
pursuant to the Plan.

     J. PARTICIPANT. An executive or other key employee of the Company or one or
more of its subsidiaries,  or a person who has agreed to commence serving in any
of such capacities, and who is designated to participate in the Plan.

     K. PERFORMANCE MEASURES. This term is defined in Section V of the Plan.

     L. RETIREMENT. A Participant's voluntary termination of employment with the
Company or any of its subsidiaries on or after attainment of age 55.

III. EFFECTIVE DATE

     The Plan has been  adopted  effective  as of  February  1, 2003;  provided,
however,  that no Long-term  Incentive Award will be paid to a Covered  Employee
under this Plan unless,  prior to such payment, the holders of a majority of the
shares of common stock of the Company actually voting on the matter approve this
Plan at a meeting of the shareholders of the Company.

IV.  DETERMINATION  OF  AMOUNTS  OF  AND  ELIGIBILITY  FOR  LONG-TERM  INCENTIVE
COMPENSATION  AWARDS

     A.   Participants   will  be  eligible  to  receive   Long-term   Incentive
Compensation  Awards  conditioned on  achievement  of Performance  Measure(s) as
approved by the Committee.

     B.  If the  Performance  Measures  are  not  achieved,  then  no  Long-term
Incentive  Compensation Awards will be paid to Covered Employees pursuant to the
Plan.  If the  Performance  Measures  are  achieved,  then  Long-term  Incentive
Compensation  Awards  will  be paid  in  amounts  at  levels  determined  by the
Committee  pursuant to the Plan. The maximum  Long-term  Incentive  Compensation
Award that can be paid to a Covered Employee with respect to any Award Period is
$10 million.

     C. Long-term Incentive Compensation Awards may be paid following the end of
the Award  Period to which they  relate;  provided,  however,  that no Long-term
Incentive  Compensation  Awards shall be paid to Covered  Employees prior to the
certification  in writing by the Committee  that the  Performance  Measures have
been achieved for the relevant Award Period.

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     D. The Committee  will  determine the final amounts of Long-term  Incentive
Compensation  Awards  to  Participants.  The  Committee  may  exercise  negative
discretion  to  reduce  the  amount  of, or  eliminate,  a  Long-term  Incentive
Compensation Award that otherwise would be payable. Such determinations,  except
in the  case  of the  Long-term  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. Such determination in the case of the Long-term Incentive Compensation
Award for the Chief Executive Officer shall be made by the Committee.

     E. A Participant  who is designated to  participate  in the Plan  effective
after the beginning of a particular  Award Period will participate on a prorated
basis in all Award  Periods  that have not ended as of such  effective  time and
will receive Long-term  Incentive  Compensation  Awards prorated on the basis of
the ratio of the number of weeks of actual  participation during each such Award
Period to the aggregate number of weeks in each such Award Period. Such prorated
Long-term Incentive Awards will be paid on the dates that all other Participants
are paid such awards.

V. PERFORMANCE MEASURES

     A. Payment of Long-term Incentive Compensation Awards is conditioned on the
attainment of Performance Measures as established by the Committee.  Performance
Measures  applicable to Award Periods for Covered  Employees must be established
in writing no later than ninety (90) days after the beginning of an Award Period
and must be limited to criteria and objectives related to:

     (1) The  consolidated  performance of the Company or the performance of one
or more of its subsidiaries or divisions, where performance is determined as set
forth in (2) below.

     (2) Performance shall be determined solely by reference to levels of and/or
growth in one or more of the  following  business  criteria as measured over the
Award Period:

          (i) Total shareholder return,  including its components of stock price
appreciation, dividends and/or dividend yield;

          (ii)  Return  on  assets,   equity,   invested  capital,   cash  flow,
investment, or sales;

          (iii) Sales,  including food items,  non-food  items, or private label
sales;

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          (iv)  Pre-tax or  after-tax  profit  levels,  including:  earnings per
share;  earnings before interest and taxes;  earnings  before  interest,  taxes,
depreciation and amortization; net operating profits after tax, and net income;

          (v) Cash flow and cash flow return on investment;

          (vi) Economic profit and/or cost of capital;

          (vii) Turnover of assets, capital, or inventory;

          (viii) Levels of operating  expense or other expense items as reported
on the income statement, including operating and maintenance expense;

          (ix)  Measures  of  customer  satisfaction  and  customer  service  as
surveyed from time to time, including the relative improvement therein; or

          (x) Market share.

     B. Further,  in establishing  Performance  Measures for  Participants,  the
Committee  may  include or exclude  the impact of  specified  objective  events,
including any of the following  except where the action would result in the loss
of an otherwise available  exemption under Section 162(m):  expenses as a result
of restructuring or productivity  initiatives,  non-operating items; acquisition
expenses; and any other items of gain, loss or expense that are determined to be
extraordinary or unusual in nature or infrequent in occurrence or related to the
disposal of a segment of a business or to a change of accounting principles.

     C. The Committee may impose additional  Performance  Measures that have the
effect of reducing awards. It also may modify Performance Measures applicable to
Participants  that  have the  effect  of  reducing  awards.  It also may  modify
Performance  Measures  applicable to Participants,  except in the case where the
action  would  result  in the loss of an  otherwise  available  exemption  under
Section  162(m),  if it  determines  that the  Performance  Measures have become
unsuitable as a result of certain events.

VI. FORM OF LONG-TERM INCENTIVE COMPENSATION AWARDS

     Long-term Incentive Compensation Awards shall be paid in cash.

VII. PAYMENT OF LONG-TERM INCENTIVE COMPENSATION AWARDS

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

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     B. When a Long-term Incentive Compensation Award is made, the Company shall
cause  the cash to be paid to the  individual  to whom the  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 award is made, but in no event later than two
and one-half months after the Award Period ends.

VIII. CHANGE IN CONTROL

     In connection with any actual or potential Change in Control, the Committee
will take all such  actions  hereunder  as it may  determine  to be necessary or
appropriate  to  treat  Participants  equitably  hereunder,   including  without
limitation the modification or waiver of applicable Performance Measures,  Award
Periods or Long-term Incentive Compensation Awards, notwithstanding the terms of
any initial Long-term Incentive  Compensation Award, and whether to establish or
fund a trust or other arrangement intended to secure the payment of such Awards.

IX. TERMINATION OF SERVICE OR DEMOTION

     A.  If a  Participant  terminates  employment  with  the  Company  and  its
subsidiaries  before the date  prescribed  for payment  with respect to an Award
Period due to death,  disability,  or Retirement,  the  Participant's  Long-term
Incentive  Compensation  Awards  for all Award  Periods in effect at the time of
such  termination  of service  will be prorated on the basis of the ratio of the
number of weeks of participation  during each such Award Period to the aggregate
number of weeks in each such Award Period.  Payment of such  prorated  Long-term
Compensation Awards will occur at the end of the applicable Award Periods on the
dates that all other Participants receive payment of such Long-term Compensation
Awards.

     B. If a Participant's  employment with the Company and its  subsidiaries is
terminated by the Company or any such subsidiary  before the date prescribed for
payment  with respect to an Award Period for any reason other than for Cause (as
defined  in  subsection  E  below),   the  Participant's   Long-term   Incentive
Compensation  Award only for the Award  Period(s),  if any, ending at the end of
the fiscal year in which the  termination  of service occurs will be prorated on
the basis of the ratio of the number of weeks of participation during such Award
Period to the aggregate  number of weeks in such Award Period,  unless otherwise
determined  by the  Committee.  Payment  of  the  prorated  Long-term  Incentive
Compensation  Award will  occur at the end of the Award  Period on the date that
all other Participants receive payment of such Long-term Incentive  Compensation
Award.

     C. If a  Participant  is  demoted  to a  position  that at the time of such
demotion is not eligible to be designated for  participation  in the Plan before
the  date  prescribed  for  payment  with  respect  to  an  Award  Period,   the

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Participant's   Long-term  Incentive  Compensation  Award  only  for  the  Award
Period(s),  if any,  ending at the end of the fiscal year in which the  demotion
occurs  will be  prorated  on the basis of the  ratio of the  number of weeks of
participation prior to demotion during such Award Period to the aggregate number
of weeks in such Award Period,  unless  otherwise  determined by the  Committee.
Payment of the prorated Long-term Incentive Compensation Award will occur at the
end of the Award Period on the date that all other Participants  receive payment
of such Long-term Incentive Compensation Award.

     D.  Except as  otherwise  provided in this  Section IX, if a  Participant's
employment with the Company and its  subsidiaries is terminated  before the date
prescribed  for payment with respect to an Award Period for any reason or if the
Participant  voluntarily terminates his or her employment,  the Participant will
not be entitled to any Long-term Incentive Compensation Award for any such Award
Period, unless otherwise determined by the Committee.

     E. For  purposes of this Plan,  "Cause"  means that the  Participant  shall
have: (i) committed an act of fraud,  embezzlement  or theft in connection  with
his or her duties or in the course of his or her employment  with the Company or
of its subsidiaries;  (ii) committed  intentional wrongful damage to property of
the Company or any of its subsidiaries;  or (iii) committed intentional wrongful
disclosure of secret processes or confidential information of the Company or any
of its subsidiaries.

X. SPECIAL AWARDS AND OTHER PLANS

     A. Nothing  contained in the Plan shall  prohibit the Company or any of its
subsidiaries from granting special performance or recognition awards, under such
conditions  and in such form and manner as it sees fit, to employees  (including
Participants) for meritorious service of any nature.

     B. In addition, nothing contained in the 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
Participants).

XI. ADMINISTRATION, AMENDMENT AND INTERPRETATION OF THE PLAN

     A. The Board of  Directors or the  Committee  shall have the right to amend
the  Plan  from  time  to  time  or to  repeal  it  entirely  or to  direct  the
discontinuance of Long-term Incentive  Compensation Awards either temporarily or
permanently;  provided, however, that (i) no amendment of the Plan shall operate
to  annul,  without  the  consent  of the  Participant,  a  Long-term  Incentive
Compensation  Award already made  hereunder;  and (ii) with respect to Long-term
Incentive Compensation Awards for Covered Employees,  no amendment to change the
maximum  Long-term  Incentive  Compensation  Award of a  Covered  Employee,  the
definition of Covered Employee,  or the enumerated Performance Measures shall be

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effective  without approval by the shareholders of the Company.  Notwithstanding
the  foregoing,  in the event this Plan is terminated  before the last day of an
Award Period,  Long-term  Incentive  Compensation  Awards payable for such Award
Period will be prorated on the basis of the ratio of the number of weeks in such
Award Period prior to such  termination to the aggregate number of weeks in such
Award  Period and will be paid only after the end of such  Award  Period,  which
will be deemed to continue until the expiration  thereof as if this Plan had not
been  terminated.

     B. This Plan will be  administered  by the  Committee.  The decision of the
Committee or the Board of Directors  with  respect to any  questions  arising in
connection with the administration or interpretation of the Plan shall be final,
conclusive and binding.

XII. MISCELLANEOUS

     A. All  expenses  and costs in  connection  with the  operation of the Plan
shall be borne by the Company.

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

     C. Unless otherwise  determined by the Committee,  all Long-term  Incentive
Compensation  Awards will be paid from the Company's general assets, and nothing
contained  in this Plan will  require  the Company to set aside or hold in trust
any funds for the  benefit  of any  Participant,  who will have the  status of a
general unsecured creditor of the Company.

     D. This Plan will not confer upon any Participant any right with respect to
continuance  of employment or other service with the Company or any  subsidiary,
nor will it  interfere  in any way with any right the Company or any  subsidiary
would  otherwise  have to  terminate  or modify the terms of such  Participant's
employment or other service at any time.

     E. Except as  otherwise  provided in this Plan,  no right or benefit  under
this Plan will be subject to anticipation, alienation, sale, assignment, pledge,
encumbrance,  or charge, and any attempt to anticipate,  alienate, sell, assign,
pledge, encumber, or charge such right or benefit will be void. No such right or
benefit  will in any manner be liable for or subject to the debts,  liabilities,
or torts of a Participant.

     F. If any provision in this Plan is held to be invalid or unenforceable, no
other provision of this Plan will be affected thereby.

     G.  This  Plan  will  be  governed  by and  construed  in  accordance  with
applicable  United  States  federal law and, to the extent not preempted by such
federal  law,  in  accordance  with the laws of the State of  Delaware,  without
giving effect to the principles of conflict of laws thereof.

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