Exhibit 10.46


                                ALBERTSON'S, INC.
                              AMENDED AND RESTATED
                         1995 STOCK-BASED INCENTIVE PLAN


Section 1.   General Purposes of Plan.

The  name of this  plan is the  Albertson's,  Inc.  Amended  and  Restated  1995
Stock-Based Incentive Plan (the "Plan"). The Plan, as amended and restated,  was
adopted  on  March  15,  2001 by the  Board of  Directors  and  approved  by the
Company's  stockholders on June 14, 2001. The Plan was originally adopted by the
Board of Directors on April 5, 1995 and approved by the  Company's  stockholders
on May 26, 1995 and was  previously  amended and restated on August 31, 1998 and
approved by the Company's  stockholders on November 12, 1998. Most recently, the
Plan was amended and restated effective December 9, 2002 to reflect revisions to
Section 13 that shall  apply only to Awards  granted on or after that date.  The
purposes of the Plan are to promote the growth and  profitability of the Company
and its  Subsidiaries  by enabling them to attract and retain the best available
personnel for positions of substantial responsibility,  to provide key employees
and  non-employee  directors with an opportunity for investment in the Company's
Common Stock, to give them an additional  incentive to increase their efforts on
behalf of the Company and its  Subsidiaries,  and to further align the long-term
interests  of  key  employees  and  non-employee  directors  with  those  of the
stockholders.  Awards  granted  under the Plan may be (a)  options  which may be
designated as (i)  Nonqualified  Stock Options or (ii) Incentive  Stock Options;
(b) Stock  Appreciation  Rights;  (c) Restricted or Deferred Stock; or (d) other
forms of stock-based incentive awards.

Section  2.   Definitions.

The terms defined in this Section 2 shall,  for all purposes of this Plan,  have
the meanings herein specified:

         (a) "Act" shall mean the Securities Exchange Act of 1934, as amended.

         (b)  "Administrator"  shall  mean the  Board,  or if the Board does not
         administer the Plan, the Committee in accordance with Section 4.

         (c) "Award  Agreement"  shall mean a Stock  Option  Agreement  or other
         written agreement between the Company and a Participant  evidencing the
         number of shares of Common  Stock,  SARs or Units  subject to the Award
         and  setting  forth  the  terms  and  conditions  of the  Award  as the
         Committee may deem appropriate which shall not be inconsistent with the
         Plan.

         (d) "Award  Price" shall mean the Option Price in the case of an Option
         or the price to be paid for the shares of Common  Stock,  SARs or Units
         to be granted pursuant to an Award Agreement.

         (e)  "Awards"  shall  mean,  collectively,  (i)  Options  which  may be
         designated as (A)  Nonqualified  Stock  Options or (B) Incentive  Stock
         Options;  (ii) Stock  Appreciation  Rights (SARs);  (iii) Restricted or
         Deferred Stock; or (iv) other forms of stock-based  incentive awards as
         described in Section 10 hereof.

         (f) "Board" or "Board of  Directors"  shall mean the Board of Directors
         of the Company.

         (g) "Code"  shall mean the Internal  Revenue  Code of 1986,  as amended
         from time to time, or any successor thereto.

         (h) "Commission" shall be the Securities and Exchange Commission.

         (i)  "Committee"  shall mean the  committee  appointed  by the Board of
         Directors pursuant to Section 4 hereof.

         (j) "Common Stock" shall mean the Company's presently authorized Common
         Stock,  par value  $1.00 per share,  except as this  definition  may be
         modified pursuant to Section 14 hereof.
<PAGE>

         (k) "Company" shall mean Albertson's, Inc., a Delaware corporation.

         (l) "Deferred  Stock" shall mean deferred  stock awards as described in
         Section 9 hereof.

         (m) "Demotion" shall mean the reduction of an Optionee's  salary grade,
         job  classification,  or title (the  Optionee's job  classification  or
         title shall govern in cases where said job  classification or title are
         not defined by means of a salary  grade) with the Company to a level at
         which  Options  under this Plan or any other option plan of the Company
         have not been granted within the three years preceding such demotion.

         (n) "Eligible  Director"  means a director of the Company who is not an
         employee of the Company or any  Subsidiary or a Special  Advisor to the
         Board.

         (o) "Employee" or "Employees"  shall mean key persons  (including,  but
         not  limited  to,  employee  members  of the  Board  of  Directors  and
         officers)  employed  by the  Company,  or a  Subsidiary  thereof,  on a
         full-time  basis  and who are  compensated  for  such  employment  by a
         regular salary.

         (p) "Fair  Market  Value"  shall mean the last sale price of the Common
         Stock  on the New York  Stock  Exchange  Composite  Tape on the date an
         Award is granted or  exercised,  as  applicable,  (or for  purposes  of
         determining  the value of shares of Common Stock used in payment of the
         Award Price, the date the certificate is delivered) or, if there are no
         sales on such date, on the next following day on which there are sales.

         (q) "Incentive  Stock Option" shall mean an "incentive stock option" as
         defined in Section 422 of the Code.

         (r) "Mature  Stock" shall mean Common Stock which was obtained  through
         the  exercise  of an option  under  this Plan or any other  plan of the
         Company,  which is  delivered  to the  Company in order to  exercise an
         Option  and which has been held  continuously  by an  Optionee  for the
         longer of: (i) six months or more, or (ii) any other period that may in
         the future be recognized under Generally Accepted Accounting Principles
         for  purposes of defining the term "Mature  Stock" in  connection  with
         such an Option exercise.

         (s) "Nonqualified  Stock Option" shall mean an Option that by its terms
         is designated as not being an Incentive Stock Option as defined above.

         (t) "Option"  shall mean the option to purchase  shares of Common Stock
         set  forth in a Stock  Option  Agreement  between  the  Company  and an
         Optionee and which may be granted as a Nonqualified  Stock Option or an
         Incentive Stock Option.

         (u) "Optionee" shall mean an eligible Employee or Eligible Director, as
         described in Section 5 hereof, who accepts an Option.

         (v)  "Option  Price"  shall mean the price to be paid for the shares of
         Common Stock being purchased pursuant to a Stock Option Agreement.

         (w) "Option  Period" shall mean the period from the date of grant of an
         Option to the date after which such Option may no longer be  exercised.
         Nothing in this Plan shall be construed to extend the termination  date
         of the  Option  Period  beyond  the date set forth in the Stock  Option
         Agreement.

         (x)  "Participant"  shall be an Employee or Eligible  Director  who has
         been granted an Award under the Plan.

         (y) "Plan" shall mean the  Albertson's,  Inc. Amended and Restated 1995
         Stock-Based Incentive Plan.

         (z) "Restricted  Stock" shall mean restricted stock awards as described
         in Section 9 hereof.

         (aa)  "SARs"  shall  mean stock  appreciation  rights as  described  in
         Section 8 hereof.
<PAGE>

         (bb) "Special  Advisor"  means an individual  designated as such by the
         Board.

         (cc) "Stock  Appreciation  Rights" shall mean stock appreciation rights
         as described in Section 8 hereof.

         (dd) "Stock Option  Agreement" shall mean the written agreement between
         the Company  and  Optionee  setting  forth the Option and the terms and
         conditions upon which it may be exercised.

         (ee) "Subsidiary" shall mean any corporation in which the Company owns,
         directly or indirectly through Subsidiaries,  at least 50% of the total
         combined  voting  power of all  classes of stock,  or any other  entity
         (including,  but not limited to,  partnerships  and joint  ventures) in
         which  the  Company  owns an  interest  of at  least  50% of the  total
         combined equity thereof.

         (ff)  "Successor" or  "Successors"  shall have the meaning set forth in
         Subsection C3(d) of Section 7 hereof.

         (gg) "Unit" shall mean a unit of  measurement  which is measured by the
         Fair Market Value of the Common Stock.

Section  3.   Effective Date and Term.

The effective date of the Plan, as amended and restated, is December 9, 2002.

No Award shall be granted pursuant to the Plan on or after the tenth anniversary
of May 26, 1995, the original effective date of the Plan, but Awards theretofore
granted may extend beyond that date.

Section  4.   Administration.

The Plan shall be administered by the Board in accordance with the  requirements
of Rule  16b-3  as  promulgated  by the  Commission  under  the  Act,  or by the
Compensation  Committee  of the Board plus such  additional  individuals  as the
Board shall designate in order to fulfill the Non-Employee Directors requirement
of Rule  16b-3  and as such  Rule  may be  amended  from  time to  time,  or any
successor definition adopted by the Commission, or any other committee the Board
may  subsequently  appoint to administer  the Plan.  Any committee so designated
shall be composed entirely of individuals who meet the  qualifications  referred
to in Rule 16b-3.

Any  Awards  under  this  Plan  made  to  Eligible  Directors  are  made to such
non-employee directors solely in their capacity as directors.

Members of the Committee  shall serve at the pleasure of the Board of Directors.
Vacancies  occurring  in the  membership  of the  Committee  shall be  filled by
appointment by the Board of Directors.

The Committee  shall keep minutes of its  meetings.  A majority of the Committee
shall  constitute  a quorum  thereof  and the acts of a majority  of the members
present at any meeting of the  Committee  at which a quorum is present,  or acts
approved in writing by a majority of the entire Committee,  shall be the acts of
the Committee.

If at any time the Board shall not  administer  the Plan,  then the functions of
the Board shall be exercised by the Committee.

Section  5.   Eligibility.

Subject to the provisions of the Plan,  the  Administrator  shall  determine and
designate from time to time those key Employees and/or Eligible Directors of the
Company or its  Subsidiaries  to whom  Awards are to be  granted,  the number of
shares of Common  Stock,  SARs or Units to be  awarded  from time to time to any
individual  and  the  length  of the  term  of any  Award.  In  determining  the
eligibility of an Employee or Eligible  Director to receive an Award, as well as
in  determining  the size of the Award to be made to any  Employee  or  Eligible
Director,  the Administrator shall consider the position and responsibilities of
the Employee or Eligible Director being considered,  the nature and value to the
Company or a Subsidiary of the  Employee's or Eligible  Director's  services and
accomplishments,  the  Employee's or Eligible  Director's  present and potential
contribution  to the success of the Company or its  Subsidiaries  and such other
factors as the Administrator may deem relevant. An Employee or Eligible Director
who has been granted an Award in one year shall not necessarily be entitled to
be granted Awards in subsequent years.
<PAGE>

More than one Award may be granted to an individual, but the aggregate number of
shares of Common Stock,  SARs or Units with respect to which an Award is made to
any  individual,  during the life of the Plan may not,  subject to adjustment as
provided in Section 14 hereof, exceed 10% of the shares of Common Stock reserved
for purposes of the Plan, in accordance with the provisions of Section 6 hereof.

Section  6.   Number of Shares Subject to the Plan.

Under the Plan the  maximum  number  and kind of shares  with  respect  to which
Awards may be granted,  subject to  adjustment  in  accordance  with  Section 14
hereof, is fifty million (50,000,000) shares of Common Stock; provided, however,
that in the aggregate,  not more than one-tenth  (1/10) of such allotted  shares
may be made the  subject of Awards  other than  Options  and Stock  Appreciation
Rights.  The Common Stock to be offered under the Plan may be either  authorized
and unissued shares or issued shares  reacquired by the Company and presently or
hereafter held as treasury  shares.  The Board of Directors has reserved for the
purposes of the Plan a total of fifty million (50,000,000) of the authorized but
unissued  shares of Common  Stock,  subject to  adjustment  in  accordance  with
Section 14 hereof.

If any shares as to which an Award granted under the Plan shall remain  unvested
and /or  unexercised at the expiration  thereof or shall be terminated  unvested
and/or unexercised,  they may be the subject of further Awards provided that the
Plan has not been terminated pursuant to Section 18 hereof. In addition,  if any
Option is  exercised  by  tendering  shares to the  Company  as full or  partial
payment of the  exercise  price in  accordance  with  Subsection  C of Section 7
hereof, the number of shares available under this Section 6 shall be increased
by the number of shares so tendered.

Section  7.   Stock Options.

The  Administrator may grant Options which may be designated as (i) Nonqualified
Stock Options or (ii) Incentive Stock Options. The grant of each Option shall be
confirmed  by  a  Stock  Option   Agreement   (in  a  form   prescribed  by  the
Administrator)  that shall be executed  by the  Company  and by the  Optionee as
promptly as  practicable  after such grant.  The Stock  Option  Agreement  shall
expressly  state or incorporate  by reference the applicable  provisions of this
Plan pertaining to the type of Option granted.

         A. Nonqualified  Stock Options. A Nonqualified Stock Option is an Award
         in the form of an Option to  purchase a  specified  number of shares of
         Common  Stock  during  such  specified  time as the  Administrator  may
         determine,  at a price  determined by the  Administrator  that,  unless
         approved by the stockholders of the Company,  is not less than the Fair
         Market Value of the Common Stock on the date the Option is granted.

         B. Incentive  Stock Options.  An Incentive  Stock Option is an Award in
         the form of an Option to purchase Common Stock that is identified as an
         Incentive Stock Option,  complies with the requirements of Code Section
         422 or any successor  section.  Eligible Directors shall not be granted
         Incentive Stock Options.

         C.  Provisions  Applicable  to Either  Nonqualified  Stock  Options  or
         Incentive Stock Options.

                  1.  Option Periods.

                  The term of each Option  granted  under this Plan shall be for
                  such period as the Administrator shall determine, but not more
                  than 10 years  from the date of grant  thereof,  or to earlier
                  termination  as herein after  provided in Subsection 3 of this
                  Subsection C.

                  2. Exercise of Options.

                  Each Option  granted  under this Plan may be exercised on such
                  date or dates  during  the Option  Period  for such  number of
                  shares as shall be prescribed  by the  provisions of the Stock
                  Option Agreement evidencing such Option, provided that:
<PAGE>

                  (a) An  Option  may be  exercised,  (i)  only by the  Optionee
                  during the  continuance  of the  Optionee's  employment by the
                  Company  or a  Subsidiary,  or (ii) after  termination  of the
                  Optionee's  employment  by  the  Company  or a  Subsidiary  in
                  accordance  with  the  provisions  of  Subsection  3  of  this
                  Subsection C.

                  (b) An Option may be  exercised by the Optionee or a Successor
                  only  by  written  notice  (in  the  form  prescribed  by  the
                  Administrator) to the Company  specifying the number of shares
                  to be purchased.

                  (c) The  aggregate  Option  Price of the shares as to which an
                  Option may be exercised shall be paid in full upon exercise by
                  any one or any  combination of the following:  cash,  personal
                  check,  wire  transfer,  certified or  cashier's  check or the
                  transfer,  either actually or by attestation,  of certificates
                  for Mature  Stock or other Common Stock which was not obtained
                  through the exercise of a stock  option,  endorsed in blank or
                  accompanied   by  executed   stock   powers  with   signatures
                  guaranteed  by a national bank or trust company or a member of
                  a national securities exchange.

                  As soon as practicable  after receipt by the Company of notice
                  of exercise  and of payment in full of the Option Price of the
                  shares with respect to which an Option has been  exercised and
                  any   applicable   taxes,   a  certificate   or   certificates
                  representing  such shares shall be  registered  in the name of
                  the  Optionee  or  the  Optionee's   Successor  and  shall  be
                  delivered  to the  Optionee or the  Optionee's  Successor.  An
                  Optionee or  Successor  shall have no rights as a  stockholder
                  with  respect  to any shares  covered by the Option  until the
                  Optionee or  Successor  shall have become the holder of record
                  of such shares,  and, except as provided in Section 14 hereof,
                  no  adjustments  shall  be made  for  dividends  (ordinary  or
                  extraordinary,  whether in cash, securities or other property)
                  or distributions or other rights in respect of such shares for
                  which  the  record  date is prior  to the  date on  which  the
                  Optionee or  Successor  shall have become the holder of record
                  thereof.

                  3. Termination of Employment; Demotion.

                  The  effect of the  Demotion  (as  "Demotion"  is  defined  in
                  Subsection 2(m) of this Plan) of an Optionee by the Company or
                  of the termination of an Optionee's employment or, in the case
                  of an  Eligible  Director,  service,  with  the  Company  or a
                  Subsidiary shall be as follows:

                  (a) Involuntary Termination or Demotion. If the employment or,
                  in the case of Eligible Director,  the service, of an Optionee
                  is terminated  involuntarily by the Company or a Subsidiary or
                  if the Optionee receives a Demotion, the right to exercise any
                  outstanding  Options, to the extent exercisable,  held by such
                  Optionee shall terminate, notwithstanding any other provisions
                  herein,  on the date  such  Options  expire  or  three  months
                  following such Demotion or involuntary termination,  whichever
                  first occurs,  or such other period (not beyond the expiration
                  date of the Option) as  determined  by the  Committee  and set
                  forth in the Stock Option Agreement at the time such Option is
                  granted or thereafter; it being understood, however, that such
                  right to exercise any  outstanding  Options during such period
                  shall only exist to the extent such Options  were  exercisable
                  immediately preceding such Demotion or involuntary termination
                  of  employment   or  service  under  the   provisions  of  the
                  applicable    agreements   relating   thereto,    unless   the
                  Administrator, in its sole discretion,  specifically waives in
                  writing the restrictions  relating to exercisability,  if any,
                  contained in such agreements.  Upon expiration of such period,
                  all of such Optionee's rights under any Option shall lapse and
                  be without further force or effect.

                  (b)  Disability.  If the  employment  or,  in the  case  of an
                  Eligible Director,  the service, of an Optionee is interrupted
                  by reason of a "disability,"  as defined in Albertson's,  Inc.
                  Employees'  Disability  Benefits  Plan or a successor  plan or
                  Albertson's  Southern Region  Employees'  Disability  Benefits
                  Plan or a successor plan  (collectively  referred to herein as
                  the "Disability  Plan") and a  determination  has been made by
                  the trustees under the  Disability  Plan that such Optionee is
                  eligible to receive disability payments thereunder (or, in the
                  case  of an  Eligible  Director,  would  otherwise  have  been
                  entitled to receive such disability  payments thereunder if he
                  or she  was an  employee)  ("Disability  Determination"),  the
                  right to  exercise  any  outstanding  Options,  to the  extent
                  exercisable,   held  by   such   Optionee   shall   terminate,
                  notwithstanding  any other provisions herein, on the date such
                  Options  expire  or  within  three  years of the date that the
                  first   payment   is   made   pursuant   to   the   Disability
                  Determination,  whichever is the shorter period, or such other
                  period  (not  beyond  the  expiration  date of the  Option) as
                  determined  by the Committee and set forth in the Stock Option
                  Agreement at the time such Option is granted or thereafter; it
                  being  understood,  however,  that such right to exercise  any
                  outstanding Options during such period shall only exist to the
                  extent such Options were exercisable immediately preceding the
                  date of the Disability  Determination  under the provisions of
                  the  applicable   agreements  relating  thereto,   unless  the
                  Administrator in its sole discretion,  specifically  waives in
                  writing the restrictions  relating to exercisability,  if any,
                  contained in such agreements.  Upon expiration of such period,
                  all of such Optionee's rights under any Option shall lapse and
                  be without further force or effect.

                  (c) Retirement.  If an Optionee's employment terminates as the
                  result of retirement of the Optionee under any retirement plan
                  of the Company or a Subsidiary  or, in the case of an Eligible
                  Director  whose service  terminates on or after  attaining age
                  65,  or age 55 with 10  years of  service  as a  director,  an
                  Optionee  with a  Nonqualified  Stock  Option may exercise any
                  outstanding Nonqualified Stock Option at any time prior to the
                  expiration  date of the  Nonqualified  Stock  Option,  or such
                  other period as  determined  by the Committee and set forth in
                  the Stock Option  Agreement at the time such Option is granted
                  or thereafter,  and an Optionee with an Incentive Stock Option
                  may exercise  any  outstanding  Incentive  Stock Option at any
                  time  prior  to the  expiration  date of the  Incentive  Stock
                  Option or within three months  following the effective date of
                  the Optionee's retirement, whichever is the shorter period; it
                  being understood, however, that such right to exercise Options
                  during such applicable  periods shall only exist to the extent
                  such Options were  exercisable on the date of such termination
                  under the  provisions of the  applicable  agreements  relating
                  thereto,  unless the  Administrator,  in its sole  discretion,
                  specifically  waives in writing the  restrictions  relating to
                  exercisability,  if any,  contained in such  agreements.  Upon
                  expiration of such  applicable  period all of such  Optionee's
                  rights  under the Option  shall  lapse and be without  further
                  force or effect.

                  (d) Death.  (i) If an Optionee  shall die while an Employee or
                  while  serving as a director or within  three months after the
                  date that a  determination  is made under the Disability  Plan
                  that such Optionee is, or in the case of an Eligible Director,
                  would  have been,  eligible  to  receive  disability  payments
                  thereunder,  the Optionee's Option or Options may be exercised
                  by  the  person  or  persons  entitled  to  do  so  under  the
                  Optionee's  will or, if the Optionee shall have failed to make
                  testamentary  disposition  of such  Options or shall have died
                  intestate,   by  the  Optionee's   legal   representative   or
                  representatives  (such  person,  persons,   representative  or
                  representatives  are referred to herein as the  "Successor" or
                  "Successors" of an Optionee), in either case at any time prior
                  to the  expiration  date of such Options or within three years
                  of the date of the Optionee's death,  whichever is the shorter
                  period,  or such other period (not beyond the expiration  date
                  of the Option) as determined by the Committee and set forth in
                  the Stock Option  Agreement at the time such Option is granted
                  or thereafter;  it being understood,  however, that such right
                  to exercise Options during such period shall only exist to the
                  extent  such  Options  were  exercisable  on the  date  of the
                  Optionee's  death  under  the  provisions  of  the  applicable
                  agreements relating thereto, unless the Administrator,  in its
                  sole   discretion,   specifically   waives  in   writing   the
                  restrictions relating to exercisability,  if any, contained in
                  such agreements.  Upon expiration of such period,  all of such
                  Optionee's  rights under any Option shall lapse and be without
                  further force or effect.  (ii) If an Optionee shall die within
                  three  months  after  the   involuntary   termination  of  the
                  Optionee's employment, the Optionee's Options may be exercised
                  by  the  Optionee's  Successors  at  any  time  prior  to  the
                  expiration date of such Options or within one year of the date
                  of the Optionee's  death,  whichever is the shorter period, or
                  such  other  period  (not  beyond the  expiration  date of the
                  Option) as  determined  by the  Committee and set forth in the
                  Stock  Option  Agreement at the time such Option is granted or
                  thereafter;  it being understood,  however, that such right to
                  exercise  Options  during such period  shall only exist to the
                  extent  such  Options  were  exercisable  on the  date  of the
                  Optionee's  retirement or termination of employment  under the
                  provisions  of the  applicable  agreements  relating  thereto,
                  unless the Administrator, in its sole discretion, specifically
                  waives in writing the restrictions relating to exercisability,
                  if any, contained in such agreements.  Upon expiration of such
                  period all of such  Optionee's  rights  under any Option shall
                  lapse and be  without  further  force or  effect.  (iii) If an
                  Optionee  shall  die  after  the  Optionee's  retirement,  the
                  Optionee's   Options  may  be  exercised  by  the   Optionee's
                  Successors in accordance with Section 7(C)(3)(c) hereof.
<PAGE>

                  (e) Voluntary or Other  Termination.  If the employment or, in
                  the case of an Eligible Director,  the service, of an Optionee
                  shall  terminate  voluntarily  or for any reason other than as
                  set  forth in  Paragraphs  (a),  (b),  (c) or (d)  above,  the
                  Optionee's  rights under any then  outstanding  Options  shall
                  terminate on the date of such  termination  of  employment  or
                  service; provided, however, the Administrator may, in its sole
                  discretion,  take such action as it considers  appropriate  to
                  waive  in  writing  such  automatic   termination  and/or  the
                  restrictions,  if any, contained in the applicable  agreements
                  relating thereto.

                  (f) To the  extent  that an Option may be  exercised  during a
                  period  designated  (expressly or pursuant to an action of the
                  Administrator)  in  Subsection  C3 of this  Section 7,  unless
                  exercised  within such  designated  period,  the Option  shall
                  thereafter be null and void.

                  (g) Notwithstanding  anything to the contrary herein,  service
                  as a  Special  Advisor  shall  be  treated  as  service  as an
                  Eligible  Director  for all  purposes  and no  termination  of
                  service  shall be  deemed  to occur in the  event an  Eligible
                  Director is designated as a Special Advisor in connection with
                  a Director's termination of directorship.

                  4. Other Terms.

                  The  Administrator  may not  reduce the  exercise  price of an
                  Option after the date of its grant.  Options granted  pursuant
                  to the  Plan  may  contain  such  other  terms,  restrictions,
                  provisions and conditions not inconsistent  herewith as may be
                  determined by the Administrator.

Section  8.   Stock Appreciation Rights.

(a) A stock appreciation  right or SAR is a right to receive,  upon surrender of
the right,  but without  payment,  an amount payable in cash. The amount payable
with  respect to each SAR shall be equal in value to the excess,  if any, of the
Fair  Market  Value of a share of  Common  Stock on the  exercise  date over the
exercise  price of the SAR. The exercise price of the SAR shall be determined by
the Administrator and shall not be less than the Fair Market Value of a share of
Common Stock on the date the SAR is granted.

(b) In the case of an SAR granted in tandem with an Incentive Stock Option to an
Employee who is a Ten Percent  Shareholder on the date of such grant, the amount
payable with respect to each SAR shall be equal in value to the excess,  if any,
of the Fair Market Value of a share of Common  Stock on the  exercise  date over
the exercise  price of the SAR, which exercise price shall not be less than 110%
of the  Fair  Market  Value of a share  of  Common  Stock on the date the SAR is
granted.

(c) The exercise price shall be established by the Administrator at the time the
SAR is granted. A SAR may contain such other terms, restrictions, provisions and
conditions not inconsistent herewith as may be determined by the Administrator.

Section  9.   Restricted Stock/Deferred Stock.

(a)  Restricted  Stock  is  Common  Stock of the  Company  that is  issued  to a
Participant at a price determined by the Administrator,  which price may be zero
(if permitted by law), and is subject to  restrictions  on transfer  and/or such
other restrictions on incidents of ownership as the Administrator may determine.
Restricted  Stock may contain such other  terms,  restrictions,  provisions  and
conditions not inconsistent herewith as may be determined by the Administrator.

(b) Deferred Stock is an Award of Common Stock which is made to a Participant at
a price determined by the  Administrator,  which price may be zero (if permitted
by law) and which is not issued to the Participant until all the restrictions on
transfer  and/or  such other  restrictions  on  incidents  of  ownership  as the
Administrator has determined have lapsed.  Deferred Stock may contain such other
terms, restrictions,  provisions and conditions not inconsistent herewith as may
be determined by the Administrator.
<PAGE>

(c) The  Administrator may provide that the restrictions on shares of Restricted
Stock or any other  Award  shall  lapse upon the  achievement  by the Company of
specified performance goals. Such performance goals may be expressed in terms of
one or more  financial  or other  objective  goals  listed  below  which  may be
Company-wide or otherwise,  including on a division basis,  regional basis or on
an  individual  basis.  Financial  goals  may be  expressed  in terms of  sales,
earnings per share,  stock price,  return on equity,  net earnings  growth,  net
earnings,  related return ratios,  cash flow,  earnings before interest,  taxes,
depreciation  and amortization  (EBITDA),  return on assets,  total  stockholder
return,  reductions  in the  Company's  overhead  ratio and/or  expense to sales
ratios,  or any one or more of the  foregoing.  Any  criteria may be measured in
absolute  terms or as compared to another  company or  companies.  To the extent
applicable, any such performance goal shall be determined (i) in accordance with
the Company's audited  financial  statements and generally  accepted  accounting
principles and reported upon by the Company's independent accountants or (ii) so
that a third party  having  knowledge  of the  relevant  facts  could  determine
whether such performance goal is met.

Section  10.   Other Stock-Based Incentive Awards.

The  Administrator  may from  time to time  grant  Awards  under  this Plan that
provide  the  Participant  with the right to purchase  Common  Stock or that are
valued by reference to the Fair Market Value of the Common Stock (including, but
not limited to, phantom securities or dividend  equivalents).  Such Awards shall
be in a form  determined by the  Administrator,  provided that such Awards shall
not be inconsistent  with the terms and purposes of the Plan. The  Administrator
will  determine  the price of any Award and may accept any lawful  consideration
therefore.  Such Awards may contain such other terms,  restrictions,  provisions
and  conditions  not   inconsistent   herewith  as  may  be  determined  by  the
Administrator.

Section  11.   No Right to Continued Employment.

Neither the Plan nor any Awards granted under the Plan shall be deemed to confer
upon any  Employee  any right to  continued  employment  by the  Company  or any
Subsidiary,  and shall not interfere in any way with the right of the Company or
any  Subsidiary  to demote or discharge the Employee for any reason at any time.
Nothing  contained in the Plan shall  prevent the Board from  adopting  other or
additional  compensation  arrangements,  subject to stockholder approval if such
approval is required;  and such arrangements may be either generally  applicable
or applicable only in specific cases.

Section  12.   Listing and Registration of Shares.

If at any time the Board of Directors shall determine,  in its discretion,  that
the  listing,  registration  or  qualification  of any of the shares  subject to
Awards under the Plan upon any securities exchange or under any state or federal
law,  or the  consent  or  approval  of any  governmental  regulatory  body,  is
necessary or desirable as a condition of or in  connection  with the purchase or
issuance of shares  thereunder,  no outstanding Awards may be exercised in whole
or  in  part  and/or   shares  so  purchased  or  issued  unless  such  listing,
registration,  qualification,  consent or approval  shall have been  effected or
obtained free of any conditions  not  acceptable to the Board of Directors.  The
Board of  Directors  may  require  any person  exercising  an Award to make such
representations  and furnish such information as it may consider  appropriate in
connection  with the  issuance  or  delivery  of the shares in  compliance  with
applicable  law and shall have the authority to cause the Company at its expense
to take any action  related to the Plan that may be required in connection  with
such listing, registration, qualification, consent or approval.

Section 13.  Acceleration  of Awards Upon Change in Control and  Termination  of
Employment.

(a) Notwithstanding anything to the contrary contained elsewhere in this Plan or
under  the  terms  of any  Award  Agreement,  upon a  Change  in  Control,  each
outstanding  Award shall become  immediately  vested and/or  exercisable for the
total remaining  number of shares of Common Stock,  SARs or Units covered by the
Award.

(b) Notwithstanding anything to the contrary contained elsewhere in this Plan or
under the terms of any Award Agreement, if any Participant's employment with the
Company is terminated by the Company prior to a Change in Control  without Cause
(as defined  below) at the  direction  of a "person" (as defined for purposes of
Section 13(d) of the Act) who has entered into an agreement with the Company the
consummation  of which will  constitute  a Change in Control,  the Award of such
terminated  Participant  shall become  immediately  exercisable,  as of the date
immediately  preceding such date of termination,  for the total remaining number
of shares of Common Stock,  SARs or Units covered by the Award.  For purposes of
this Section,  "Cause"  shall mean (i) the willful and continued  failure by the
Participant to  substantially  perform his or her duties with the Company (other
than due to  incapacity  due to physical or mental  illness) or (ii) the willful
engaging by the  Participant  in conduct which is  demonstrably  and  materially
injurious to the Company or its Subsidiaries.
<PAGE>

(c) For  purposes  of this  Section  13,  "Change  in  Control"  shall  mean the
occurrence of any of the following events:

         (i)   the  acquisition by any  individual,  entity or group (within the
               meaning of Section  13(d)(3) or 14(d)(2) of the Act) (a "Person")
               of  beneficial  ownership  (within  the  meaning  of  Rule  13d-3
               promulgated  under the Act) of 20% or more of the combined voting
               power  of  the  then-outstanding  Voting  Stock  (as  defined  in
               subsection 13(e) below) of the Company; provided, however, that:

               (1)  for  purposes  of  this  Subsection  13(c)(i), the following
                    acquisitions  shall not constitute a Change in Control:  (A)
                    any acquisition of Voting Stock of the Company directly from
                    the Company that is approved by a majority of the  Incumbent
                    Directors  (as defined in Subsection  13(d) below),  (B) any
                    acquisition of Voting Stock of the Company by the Company or
                    any  Subsidiary,  (C) any acquisition of Voting Stock of the
                    Company by any  employee  benefit  plan (or  related  trust)
                    sponsored or  maintained  by the Company or any  Subsidiary,
                    and (D) any  acquisition  of Voting  Stock of the Company by
                    any Person  pursuant to a Business  Combination  (as defined
                    below)  that  complies  with  clauses  (A),  (B)  and (C) of
                    Subsection 13(c)(iii) below;

               (2)  if any Person acquires  beneficial  ownership of 20% or more
                    of  combined  voting  power of the  then-outstanding  Voting
                    Stock of the Company as a result of a transaction  described
                    in  clause  (1)(A)  of  Subsection  13(c)(i)  above and such
                    Person  thereafter  becomes  the  beneficial  owner  of  any
                    additional   shares   of   Voting   Stock  of  the   Company
                    representing 1% or more of the then-outstanding Voting Stock
                    of the Company,  other than in an acquisition  directly from
                    the Company that is approved by a majority of the  Incumbent
                    Directors  or other  than as a result  of a stock  dividend,
                    stock split or similar  transaction  effected by the Company
                    in which all holders of Voting  Stock are  treated  equally,
                    such subsequent  acquisition shall be treated as a Change in
                    Control;

               (3)  a Change in Control will not be deemed to have occurred if a
                    Person acquires  beneficial  ownership of 20% or more of the
                    Voting  Stock of the Company as a result of a  reduction  in
                    the  number  of  shares  of  Voting  Stock  of  the  Company
                    outstanding  unless and until such Person thereafter becomes
                    the  beneficial  owner of any  additional  shares  of Voting
                    Stock  of  the  Company  representing  1%  or  more  of  the
                    then-outstanding  Voting Stock of the Company, other than as
                    a  result  of a  stock  dividend,  stock  split  or  similar
                    transaction  effected by the Company in which all holders of
                    Voting Stock are treated equally; and

               (4)  if at least a majority of the Incumbent  Directors determine
                    in  good  faith  that  a  Person  has  acquired   beneficial
                    ownership  of 20% or more of the Voting Stock of the Company
                    inadvertently,  and  such  Person  divests  as  promptly  as
                    practicable  a  sufficient  number  of  shares  so that such
                    Person  beneficially  owns less than 20% of the Voting Stock
                    of the  Company,  then  no  Change  in  Control  shall  have
                    occurred as a result of such Person's acquisition; or

         (ii)  a majority of the Directors are not Incumbent Directors; or

         (iii) the consummation of a reorganization, merger or consolidation, or
               sale or  other  disposition  of all or  substantially  all of the
               assets of the  Company  or the  acquisition  of assets of another
               corporation,    or   other   transaction   (each,   a   "Business
               Combination"),  unless, in each case,  immediately following such
               Business   Combination  (A)  all  or  substantially  all  of  the
               individuals and entities who were the beneficial owners of Voting
               Stock  of  the  Company   immediately   prior  to  such  Business
               Combination  beneficially own, directly or indirectly,  more than
               60% of the combined voting power of the then  outstanding  shares
               of  Voting  Stock of the  entity  resulting  from  such  Business
               Combination (including,  without limitation, an entity which as a
               result  of  such   transaction   owns  the   Company  or  all  or
               substantially  all of the  Company's  assets  either  directly or
               through one or more subsidiaries),  (B) no Person (other than the
               Company, such entity resulting from such Business Combination, or
               any  employee  benefit  plan  (or  related  trust)  sponsored  or
               maintained  by  the  Company,   any  Subsidiary  or  such  entity
               resulting  from such  Business  Combination)  beneficially  owns,
               directly or indirectly,  20% or more of the combined voting power
               of the then  outstanding  shares  of Voting  Stock of the  entity
               resulting  from  such  Business  Combination,  and (C) at least a
               majority of the members of the Board of  Directors  of the entity
               resulting from such Business Combination were Incumbent Directors
               at the time of the  execution of the initial  agreement or of the
               action of the Board providing for such Business Combination; or
<PAGE>

         (iv)  approval  by  the  shareholders  of  the  Company  of a  complete
               liquidation or dissolution of the Company,  except  pursuant to a
               Business  Combination that complies with clauses (A), (B) and (C)
               of Subsection 13(c)(iii).

(d) For purposes of this Section 13, "Incumbent Directors" means the individuals
who, as of the date  hereof,  are  Directors  of the Company and any  individual
becoming a Director subsequent to the date hereof whose election, nomination for
election by the Company's shareholders,  or appointment,  was approved by a vote
of at least  two-thirds of the then  Incumbent  Directors  (either by a specific
vote or by approval of the proxy  statement  of the Company in which such person
is named as a nominee  for  director,  without  objection  to such  nomination);
provided, however, that an individual shall not be an Incumbent Director if such
individual's  election  or  appointment  to the  Board  occurs as a result of an
actual or threatened  election  contest (as  described in Rule  14a-12(c) of the
Act) with  respect to the  election or removal of  Directors  or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board.

(e) For purposes of this Section 13, "Voting Stock" means securities entitled to
vote generally in the election of directors.

Section  14.   Adjustments.

In the event of any  merger,  reorganization,  consolidation,  recapitalization,
stock dividend,  stock split-up,  reverse stock split,  combination of shares or
other change in corporate  structure  affecting the Common Stock, a substitution
or adjustment  shall be made in (i) the aggregate  number of shares reserved for
issuance  under the Plan,  and (ii) the kind,  number and Award  Price of shares
subject to outstanding Awards granted under the Plan as may be determined by the
Administrator,  in its sole  discretion,  provided  that the  number  of  shares
subject to any Award shall always be a whole number. Such other substitutions or
adjustments shall be made as may be determined by the Administrator, in its sole
discretion.

Upon any  adjustment  made  pursuant to this Section 14 the Company  will,  upon
request,  deliver  to the  Participant  or to  the  Participant's  Successors  a
certificate of its Secretary  setting forth the Award Price thereafter in effect
and the number  and kind of shares or other  securities  thereafter  purchasable
upon the exercise of such Award.

Section  15.   Use of Proceeds.

The proceeds received by the Company from the sale of shares pursuant to Options
granted under this Plan or from the exercise of other Awards shall be available
for general corporate purposes.

Section  16.   Tax Withholding.

The  Administrator  may  establish  such rules and  procedures  as it  considers
desirable in order to satisfy any  obligation of the Company and any  Subsidiary
to withhold  federal  income taxes or other taxes with respect to any Award made
under the Plan.  Such rules and procedures may provide (i) in the case of Awards
paid in shares of Common Stock,  that the person receiving the Award may satisfy
the  withholding  obligation by  instructing  the Company to withhold  shares of
Common Stock otherwise  issuable upon exercise of such Award in order to satisfy
such withholding  obligation and (ii) in the case of an Award paid in cash, that
the  withholding  obligation  shall be satisfied by  withholding  the applicable
amount and paying the net amount in cash to the Participant.

Section  17.   Nontransferability.

No Award shall be transferable  by the Participant  otherwise than by will or by
the laws of descent and  distribution  or, in the case of an Award other than an
Incentive  Stock  Option,  pursuant to a domestic  relations  order  (within the
meaning of Rule  16a-12  promulgated  under the Act),  and such  Award  shall be
exercisable during the lifetime of an Participant only by the Participant or his
or her guardian or legal  representative.  Notwithstanding  the  foregoing,  the
Administrator  may set forth in the Award  Agreement  evidencing an Award (other
than an Incentive  Stock  Option) at the time of grant or  thereafter,  that the
Award may be transferred to members of the  Participant's  immediate  family, to
trusts  solely  for  the  benefit  of  such  immediate  family  members  and  to
partnerships  in which such family  members and/or trusts are the only partners,
and for purposes of this Plan,  a  transferee  of an Award shall be deemed to be
the  Participant.  For this purpose,  immediate  family means the  Participant's
spouse,  parents,  children,  stepchildren and  grandchildren and the spouses of
such parents,  children,  stepchildren and grandchildren.  The terms of an Award
shall be  final,  binding  and  conclusive  upon the  beneficiaries,  executors,
administrators, heirs and successors of the Participant.
<PAGE>

Section  18.   Interpretation, Amendments and Termination.

The  Administrator  may make  such  rules and  regulations  and  establish  such
procedures for the  administration of the Plan as it deems  appropriate.  In the
event of any dispute or disagreement as to the interpretation of this Plan or of
any rule,  regulation or procedure,  or as to any question,  right or obligation
arising from or related to the Plan, the decision of the Administrator  shall be
final and binding upon all persons.

The  Board  may  amend,  alter  or  discontinue  the  Plan,  but  no  amendment,
alteration,  or discontinuation  shall be made that would impair the rights of a
Participant  under any Award  theretofore  granted  without  such  Participant's
consent, or that, without the approval of the Company stockholders, would:

         (a) except as  provided  in Section 14,  increase  the total  number of
         shares of Common Stock reserved for the purposes of the Plan;

         (b) change the Employees or class of Employees  eligible to participate
         in the Plan;

         (c) extend the maximum period during which Awards may be granted; or

         (d)  change  the  provisions  of  subsections  7.A.  and  B.  requiring
         stockholder  approval  of the  grant of an Option at less than the Fair
         Market  Value of the Common  Stock on the date the Option is granted or
         of subsection 7.C.4. prohibiting the reduction in the exercise price of
         an Option after the date of its grant.

Other than as set forth above,  stockholder approval under this Section 18 shall
be  required  only at such times and under  such  circumstances  as  stockholder
approval  would be  required  under  Rule  16b-3 of the Act with  respect to any
material amendment to any employee benefit plan of the Company.

The  Administrator  may  amend  the  terms  of any  award  theretofore  granted,
prospectively  or  retroactively,  but,  subject to  Section  14 above,  no such
amendment shall impair the rights of any holder without his or her consent.  The
Board of  Directors  may, in its  discretion,  terminate  this Plan at any time.
Termination  of the Plan shall not affect  the rights of  Participants  or their
Successors under any Awards outstanding and not exercised in full on the date of
termination.

Section  19.   General Provisions.

No Award may be  exercised  by the  holder  thereof  if such  exercise,  and the
receipt  of cash or stock  thereunder,  would  be,  in the  opinion  of  counsel
selected by the  Administrator,  contrary to law or the  regulations of any duly
constituted authority having jurisdiction over the Plan.

Absence on leave approved by a duly constituted officer of the Company or any of
its Subsidiaries shall not be considered  interruption or termination of service
of any  Employee  for any  purposes  of the Plan or Awards  granted  thereunder,
except that no Awards may be granted to an Employee while he or she is absent on
leave.

No Participant shall have any rights as a stockholder with respect to any shares
subject  to Awards  granted to him or her under the Plan prior to the date as of
which he or she is actually recorded as the holder of such shares upon the stock
records of the Company.
<PAGE>

Nothing contained in the Plan or in Awards granted  thereunder shall confer upon
any  Employee  any right to  continue in the employ of the Company or any of its
Subsidiaries or interfere in any way with the right of the Company or any of its
Subsidiaries to terminate his or her employment at any time.

Any Award Agreement may provide that stock issued upon exercise of any Award may
be subject to such restrictions,  including, without limitation, restrictions as
to transferability and restrictions constituting substantial risks or forfeiture
as the Committee may determine at the time such Award is granted.

Section  20.   Indemnification and Exculpation.

Each person who is or shall have been a member of the Board of  Directors  or of
the Committee  administering  the Plan shall be indemnified and held harmless by
the Company against and from any and all loss,  cost,  liability or expense that
may be imposed upon or reasonably  incurred by such person in connection with or
resulting from any claim, action, suit or proceeding to which such person may be
or become a party or in which such person may be or become involved by reason of
any action  taken or failure to act under the Plan and  against and from any and
all  amounts  paid by such  person in  settlement  thereof  (with the  Company's
written  approval) or paid by such person in  satisfaction  of a judgment in any
such action, suit or proceeding, except a judgment in favor of the Company based
upon a finding of such person's  lack of good faith;  subject,  however,  to the
condition that, upon the  institution of any claim,  action,  suit or proceeding
against  such  person,  such  person  shall  in  writing  give  the  Company  an
opportunity,  at its own  expense,  to handle and defend  the same  before  such
person undertakes to handle and defend it on such person's behalf. The foregoing
right of indemnification shall not be exclusive of any other right to which such
person may be  entitled as a matter of law or  otherwise,  or any power that the
Company may have to indemnify or hold such person harmless.

Each member of the Board of  Directors  or of the  Committee  administering  the
Plan, and each officer and employee of the Company,  shall be fully justified in
relying or acting in good faith upon any  information  furnished  in  connection
with the  administration of the Plan by any appropriate  person or persons other
than such  person.  In no event  shall any  person  who is or shall  have been a
member of the Board of Directors or of the Committee  administering the Plan, or
an officer or employee of the Company be held liable for any determination  made
or  other  action  taken  or any  omission  to act in  reliance  upon  any  such
information,  or for any action (including the furnishing of information)  taken
or any failure to act, if in good faith.

Section  21.   Notices.

All notices under the Plan shall be in writing, and if to the Company,  shall be
delivered to the Secretary of the Company or mailed to its principal office, 250
Parkcenter  Blvd.,  Post Office Box 20,  Boise,  Idaho  83726,  addressed to the
attention  of  the  Secretary;  and  if to a  Participant,  shall  be  delivered
personally or mailed to the Participant at the address  appearing in the payroll
records of the Company or a  Subsidiary.  Such  addresses  may be changed at any
time by written notice to the other party.