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Exhibit 10.50





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________________________________________________________________________________





ALBERTSONS, INC.

2004 EQUITY AND PERFORMANCE INCENTIVE
PLAN





1.   Purposes

The purposes of the 2004 Equity and Performance
Incentive Plan are to promote the growth and profitability of
Albertsons, Inc. and its Subsidiaries by enabling them to
attract and retain the best available personnel for positions of
substantial responsibility, to provide officers and other key
employees, non-employee directors and Special Advisors with an
opportunity for investment in the Companys Common Shares
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 officers and other key
employees, non-employee directors and Special Advisors with
those of the stockholders.

2.   Definitions

As used in this Plan,

(a)  Appreciation Right
means a right granted pursuant to Section 5 of this Plan,
and will include both Tandem Appreciation Rights and
Free-Standing Appreciation Rights.

(b)  Base Price means the
price to be used as the basis for determining the Spread upon
the exercise of a Free-Standing Appreciation Right and a Tandem
Appreciation Right.

(c)  Board means the Board
of Directors of the Company and, to the extent of any delegation
by the Board to a committee (or subcommittee thereof) pursuant
to Section 17 of this Plan, such committee (or
subcommittee).

(d)  Change in Control has
the meaning provided in Section 13 of this Plan.

(e)  Code means the
Internal Revenue Code of 1986, as amended from time to time.

(f)  Common Shares means
the shares of common stock, par value $1.00 per share, of
the Company or any security into which such Common Shares may be
changed by reason of any transaction or event of the type
referred to in Section 12 of this Plan.

(g)  Company means
Albertsons, Inc., a Delaware corporation.

(h)  Covered Employee means
a Participant who is, or is determined by the Board to be likely
to become, a covered employee








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within the meaning of Section 162(m) of the
Code (or any successor provision).


(i)  Date of Grant means
the date specified by the Board on which a grant of Option
Rights, Appreciation Rights, Performance Shares, Performance
Units or other awards contemplated by Section 10 of this
Plan or a grant or sale of Restricted Shares, Deferred Shares or
other awards contemplated by Section 10 of this Plan will
become effective (which date will not be earlier than the date
on which the Board takes action with respect thereto).

(j)  Deferral Period means
the period of time during which Deferred Shares are subject to
deferral limitations under Section 7 of this Plan.

(k)  Deferred Shares means
an award made pursuant to Section 7 or Section 9 of
this Plan of the right to receive Common Shares at the end of a
specified Deferral Period. An award of Deferred Shares may be
described as an award of restricted stock units.

(l)  Director means a
member of the Board of Directors of the Company.

(m) Effective Date means
June 10, 2004.

(n)  Eligible Transferee
means (i) one or more members of the Participants
immediate family (as the term immediate family is
defined in Rule 16a-1(e) promulgated under
Section 16(a) of the Exchange Act (or any successor
provision), (ii) one or more trusts established solely for
the benefit of one or more members of the Participants
immediate family, (iii) one or more corporations or limited
liability companies in which the only equity holders are members
of the Participants immediate family or (iv) one or
more partnerships in which the only partners are members of the
Participants immediate family.

(o)  Evidence of Award
means an agreement, certificate, resolution or other type or
form of writing or other evidence approved by the Board that
sets forth the terms and conditions of the awards granted. An
Evidence of Award may be in an electronic medium, may be limited
to notation on the books and records of the Company and, with
the approval of the Board, need not be signed by a
representative of the Company or a Participant.

(p)  Exchange Act means the
Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder, as such law, rules and regulations may
be amended from time to time.

(q)  Free-Standing Appreciation
Right means an Appreciation Right granted pursuant to
Section 5 of this Plan that is not granted in tandem with
an Option Right.








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(r)  Incentive Stock
Options means Option Rights that are intended to qualify
as incentive stock options under Section 422 of
the Code or any successor provision.

(s)  Incumbent Directors
means the individuals who, as of the Effective Date, 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 stockholders, 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 Exchange
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.

(t)  Management Objectives
means the measurable performance objective or objectives
established pursuant to this Plan for Participants who have
received grants of Performance Shares or Performance Units or,
when so determined by the Board, Option Rights, Appreciation
Rights, Restricted Shares, dividend credits and other awards
pursuant to this Plan. Management Objectives may be described in
terms of Company-wide objectives or objectives that are related
to the performance of the individual Participant or of the
Subsidiary, division, department, region or function within the
Company or Subsidiary in which the Participant is employed. The
Management Objectives may be made relative to the performance of
other companies. The Management Objectives applicable to any
award to a Covered Employee will be based on specified levels of
or growth in one or more of the following criteria:

1.  total shareholder return,
including its components of stock price appreciation, dividends
and/or dividend yield;

2.  return on assets, equity,
invested capital, cash flow, investment or sales;

3.  sales, including food items,
non-food items, or private label sales;

4.  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;

5.  cash flow and cash flow
return on investment;

6.  economic profit and/or cost
of capital;








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7.  turnover of assets, capital,
or inventory;

8.  levels of operating expense
or other expense items as reported on the income statement,
including operating and maintenance expense;

9.  measures of customer
satisfaction and customer service as surveyed from time to time,
including the relative improvement therein; or

10. market share.

If the Board determines that a change in the
business, operations, corporate structure or capital structure
of the Company, or the manner in which it conducts its business,
or other events or circumstances (such as 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)
render the Management Objectives unsuitable, the Board may in
its discretion modify such Management Objectives or the related
minimum acceptable level of achievement, in whole or in part, as
the Board deems appropriate and equitable, except in the case of
a Covered Employee where such action would result in the loss of
the otherwise available exemption of the award under
Section 162(m) of the Code. In such case, the Board will
not make any modification of the Management Objectives or
minimum acceptable level of achievement with respect to such
Covered Employee.

(u) Market Value per Share
means, as of any particular date, (i) the closing sale
price per Common Share as reported on the principal exchange on
which Common Shares are then trading, if any, or, if applicable
and provided that the Common Shares are not then traded on the
New York Stock Exchange, the Nasdaq National Market System,
or if there are no sales on such day, on the next preceding
trading day during which a sale occurred, or (ii) if
clause (i) does not apply, the fair market value of the
Common Shares as determined by the Board.

(v) Non-Employee Director means
a person who is a non-employee director of the
Company within the meaning of Rule 16b-3 of the Exchange
Act.

(w) Optionee means the optionee
named in an Evidence of Award evidencing an outstanding Option
Right.

(x)  Option Price means the
purchase price payable on exercise of an Option Right.

(y)  Option Right means the
right to purchase Common Shares upon exercise of an option
granted pursuant to Section 4 or Section 9 of this
Plan.








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(z)  Participant means a
person who is selected by the Board to receive benefits under
this Plan and who is at the time a Special Advisor, an officer,
or other key employee of the Company or any one or more of its
Subsidiaries, or who has agreed to commence serving in any of
such capacities within 90 days of the Date of Grant, and
will also include each Non-Employee Director who receives Common
Shares or an award of Option Rights, Appreciation Rights,
Restricted Shares, Deferred Shares or other awards under this
Plan.

(aa) Performance Period means,
in respect of a Performance Share or Performance Unit, a period
of time established pursuant to Section 8 of this Plan
within which the Management Objectives relating to such
Performance Share or Performance Unit are to be achieved.

(bb) Performance Share means a
bookkeeping entry that records the equivalent of one Common
Share awarded pursuant to Section 8 of this Plan.

(cc) Performance Unit means a
bookkeeping entry that records a unit equivalent to $1.00
awarded pursuant to Section 8 of this Plan.

(dd) Person means any
individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act).

(ee) Plan means this
Albertsons, Inc. 2004 Equity and Performance Incentive
Plan.

(ff)  Restricted Shares
means Common Shares granted or sold pursuant to Section 6
or Section 9 of this Plan as to which neither the
substantial risk of forfeiture nor the prohibition on transfers
referred to in such Section 6 has expired.

(gg) Special Advisor means an
individual designated as such by the Board.

(hh) Spread means the excess of
the Market Value per Share on the date when an Appreciation
Right is exercised, or on the date when Option Rights are
surrendered in payment of the Option Price of other Option
Rights, over the Option Price or Base Price provided for in the
related Option Right or Free-Standing Appreciation Right,
respectively.

(ii)  Subsidiary means 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, except for purposes of any
grant of Incentive Stock Options, 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 generally entitled to make decisions for such
entity.








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(jj)  Tandem Appreciation
Right means an Appreciation Right granted pursuant to
Section 5 of this Plan that is granted in tandem with an
Option Right.

(kk) Voting Stock means the
then-outstanding securities entitled to vote generally in the
election of Directors.

3.   Shares Available Under the
Plan

(a)  Subject to adjustment as provided
in Section 3(b) and Section 12 of this Plan, the
number of Common Shares that may be issued or transferred
(i) upon the exercise of Option Rights or Appreciation
Rights, (ii) as Restricted Shares and released from
substantial risks of forfeiture thereof, (iii) as Deferred
Shares, (iv) in payment of Performance Shares or
Performance Units that have been earned, (v) as awards to
Non-Employee Directors, (vi) as other awards contemplated
by Section 10 of this Plan or (vii) in payment of
dividend equivalents paid with respect to awards made under the
Plan, will not exceed in the aggregate 16 million Common
Shares, plus any shares described in Section 3(b). Such
shares may be shares of original issuance or treasury shares or
a combination of the foregoing.

(b)  The number of shares available in
Section 3(a) above will be adjusted to account for shares
relating to awards that expire or are forfeited or that are
transferred, surrendered or relinquished upon the payment of any
Option Price by the transfer to the Company of Common Shares or
upon satisfaction of any withholding amount. Upon payment in
cash of the benefit provided by any award granted under this
Plan, any shares that were covered by that award will again be
available for issue or transfer hereunder. If, under this Plan,
a Participant has given up the right to receive compensation in
exchange for Common Shares based on fair market value, such
Common Shares will not count against the number of shares
available in Section 3(a) above.

(c)  Notwithstanding anything in this
Section 3, or elsewhere in this Plan, to the contrary and
subject to adjustment as provided in Section 12 of this
Plan, (i) the aggregate number of Common Shares actually
issued or transferred by the Company upon the exercise of
Incentive Stock Options will not exceed 20% of the Common Shares
reserved for purposes of this Plan pursuant to Section 3(a)
hereof; (ii) no Participant will be granted Option Rights,
Appreciation Rights, Restricted Shares, Deferred Shares,
Performance Shares, Performance Units or other awards under
Section 10 of this Plan during the life of the Plan, in the
aggregate, for more than 20% of the Common Shares reserved for
purposes of this Plan pursuant to Section 3(a) hereof; and
(iii) the number of shares issued as Restricted Shares,
Deferred Shares, Performance Shares and Performance Units (after
taking into account any forfeitures, expirations or transfers
upon








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satisfaction of any withholding amount) will not
during the life of the Plan, in the aggregate, exceed 25% of the
Common Shares reserved for purposes of this Plan pursuant to
Section 3(a) hereof.


(d)  Notwithstanding any other
provision of this Plan to the contrary, in no event will any
Participant in any calendar year receive an award of Performance
Shares or Performance Units having an aggregate maximum value as
of their respective Dates of Grant in excess of $5,000,000.

4.   Option Rights

The Board may, from time to time and upon such
terms and conditions as it may determine, authorize the granting
to Participants of options to purchase Common Shares. Each such
grant may utilize any or all of the authorizations, and will be
subject to all of the requirements contained in the following
provisions:

(a)  Each grant will specify the number
of Common Shares to which it pertains subject to the limitations
set forth in Section 3 of this Plan.

(b)  Each grant will specify an Option
Price per share, which may not be less than the Market Value per
Share on the Date of Grant.

(c)  Each grant will specify whether
the Option Price will be payable (i) in cash, by check
acceptable to the Company or by wire transfer of immediately
available funds, (ii) by the actual or constructive
transfer to the Company of Common Shares owned by the Optionee
for at least 6 months (or other consideration authorized
pursuant to Section 4(d)) having a value at the time of
exercise equal to the total Option Price, or (iii) by a
combination of such methods of payment.

(d)  The Board may determine, at or
after the Date of Grant, that payment of the Option Price of any
Option Right (other than an Incentive Stock Option) may also be
made in whole or in part in the form of Restricted Shares or
other Common Shares that are forfeitable or subject to
restrictions on transfer or in the form of Deferred Shares.
Unless otherwise determined by the Board at or after the Date of
Grant, whenever any Option Price is paid in whole or in part by
means of any of the forms of consideration specified in this
Section 4(d), the Common Shares received upon the exercise
of the Option Rights will be subject to such risks of forfeiture
or restrictions on transfer as may correspond to any that apply
to the consideration surrendered, but only to the extent,
determined with respect to the consideration surrendered, of the
number of shares.

(e)  To the extent permitted by law,
any grant may provide for deferred payment of the Option Price
from the proceeds of sale through a bank or broker on a date
satisfactory to the Company of some or all of the shares to
which such exercise relates.








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(f)  Successive grants may be made to
the same Participant whether or not any Option Rights previously
granted to such Participant remain unexercised.

(g)  Each grant will specify the period
or periods of continuous service by the Optionee with the
Company or any Subsidiary that is necessary before the Option
Rights or installments thereof will become exercisable and may
provide for the earlier exercise of such Option Rights in the
event of a Change in Control.

(h)  Any grant of Option Rights may
specify Management Objectives that must be achieved as a
condition to the exercise of such rights.

(i)  Option Rights granted under this
Plan may be (i) options, including, without limitation,
Incentive Stock Options, that are intended to qualify under
particular provisions of the Code, (ii) options that are
not intended so to qualify, or (iii) combinations of the
foregoing. Incentive Stock Options may only be granted to
Participants who meet the definition of employees
under Section 3401(c) of the Code.

(j)  The Board may, at or after the
Date of Grant of any Option Rights (other than Incentive Stock
Options), provide for the payment of dividend equivalents to the
Optionee on either a current or deferred or contingent basis or
may provide that such equivalents will be credited against the
Option Price.

(k)  The exercise of an Option Right
will result in the cancellation on a share-for-share basis of
any Tandem Appreciation Right authorized under Section 5 of
this Plan.

(l)  No Option Right will be
exercisable more than 10 years from the Date of Grant.

(m) The Board reserves the discretion at or
after the Date of Grant to provide for (i) the payment of a
cash bonus at the time of exercise; (ii) the availability
of a loan at exercise; and (iii) the right to tender in
satisfaction of the Option Price nonforfeitable, unrestricted
Common Shares, which are already owned by the Optionee and have
a value at the time of exercise that is equal to the Option
Price.

(n)  Each grant of Option Rights will
be evidenced by an Evidence of Award. Each Evidence of Award
shall be subject to the Plan and shall contain such terms and
provisions as the Board may approve.

5.   Appreciation
Rights

(a)  The Board may authorize the
granting (i) to any Optionee, of Tandem Appreciation Rights
in respect of Option Rights granted hereunder, and (ii) to
any Participant, of Free-Standing Appreciation Rights. A Tandem
Appreciation Right will be a right of the Optionee, exercisable
by surrender








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of the related Option Right, to receive from the
Company an amount determined by the Board, which will be
expressed as a percentage of the Spread (not exceeding
100 percent) at the time of exercise. Tandem Appreciation
Rights may be granted at any time prior to the exercise or
termination of the related Option Rights; provided, however,
that a Tandem Appreciation Right awarded in relation to an
Incentive Stock Option must be granted concurrently with such
Incentive Stock Option. A Free-Standing Appreciation Right will
be a right of the Participant to receive from the Company an
amount determined by the Board, which will be expressed as a
percentage of the Spread (not exceeding 100 percent) at the
time of exercise.


(b)  Each grant of Appreciation Rights
may utilize any or all of the authorizations, and will be
subject to all of the requirements, contained in the following
provisions:

(i)  Any grant may specify that the
amount payable on exercise of an Appreciation Right may be paid
by the Company in cash, in Common Shares or in any combination
thereof and may either grant to the Participant or retain in the
Board the right to elect among those alternatives.

(ii)  Any grant may specify that the
amount payable on exercise of an Appreciation Right may not
exceed a maximum specified by the Board at the Date of Grant.

(iii)  Any grant may specify waiting
periods before exercise and permissible exercise dates or
periods.

(iv)  Any grant may specify that such
Appreciation Right may be exercised only in the event of, or
earlier in the event of, a Change in Control.

(v)  Any grant may provide for the
payment to the Participant of dividend equivalents thereon in
cash or Common Shares on a current, deferred or contingent basis.

(vi)  Any grant of Appreciation Rights
may specify Management Objectives that must be achieved as a
condition of the exercise of such Appreciation Rights.

(vii)  Each grant of Appreciation
Rights will be evidenced by an Evidence of Award, which Evidence
of Award will describe such Appreciation Rights, identify the
related Option Rights (if applicable), and contain such other
terms and provisions, consistent with this Plan, as the Board
may approve.

(c)  Any grant of Tandem Appreciation
Rights will provide that such Tandem Appreciation Rights may be
exercised only at a time when the








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related Option Right is also exercisable and at a
time when the Spread is positive, and by surrender of the
related Option Right for cancellation.


(d)  Regarding Free-Standing
Appreciation Rights only:

(i)  Each grant will specify in respect
of each Free-Standing Appreciation Right a Base Price, which
will be equal to or greater than the Market Value per Share on
the Date of Grant;

(ii)  Successive grants may be made to
the same Participant regardless of whether any Free-Standing
Appreciation Rights previously granted to the Participant remain
unexercised; and

(iii)  No Free-Standing Appreciation
Right granted under this Plan may be exercised more than
10 years from the Date of Grant.

6.   Restricted
Shares

The Board may also authorize the grant or sale of
Restricted Shares to Participants. Each such grant or sale may
utilize any or all of the authorizations, and will be subject to
all of the requirements, contained in the following provisions:

(a)  Each such grant or sale will
constitute an immediate transfer of the ownership of Common
Shares to the Participant in consideration of the performance of
services, entitling such Participant to voting, dividend and
other ownership rights, but subject to the substantial risk of
forfeiture and restrictions on transfer hereinafter referred to.

(b)  Each such grant or sale may be
made without additional consideration or in consideration of a
payment by such Participant that is less than the Market Value
per Share at the Date of Grant.

(c)  Each such grant or sale will
provide that the Restricted Shares covered by such grant or sale
will be subject to a substantial risk of forfeiture
within the meaning of Section 83 of the Code for a period
of not less than one year to be determined by the Board at the
Date of Grant and may provide for the earlier lapse of such
substantial risk of forfeiture in the event of a Change in
Control.

(d)  Each such grant or sale will
provide that during the period for which such substantial risk
of forfeiture is to continue, the transferability of the
Restricted Shares will be prohibited or restricted in the manner
and to the extent prescribed by the Board at the Date of Grant
(which restrictions may include, without limitation, rights of
repurchase or first refusal in the Company or provisions
subjecting the Restricted Shares to a continuing substantial
risk of forfeiture in the hands of any transferee).

(e)  Any grant of Restricted Shares may
specify Management Objectives that, if achieved, will result in
termination or early termination of the restrictions applicable
to such shares. Each grant may specify in








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respect of such Management Objectives a minimum
acceptable level of achievement and may set forth a formula for
determining the number of Restricted Shares on which
restrictions will terminate if performance is at or above the
minimum level, but falls short of full achievement of the
specified Management Objectives.


(f)  Any such grant or sale of
Restricted Shares may require that any or all dividends or other
distributions paid thereon during the period of such
restrictions be automatically deferred and reinvested in
additional Restricted Shares, which may be subject to the same
restrictions as the underlying award.

(g)  Each grant or sale of Restricted
Shares will be evidenced by an Evidence of Award and will
contain such terms and provisions, consistent with this Plan, as
the Board may approve. Unless otherwise directed by the Board,
all certificates representing Restricted Shares will be held in
custody by the Company until all restrictions thereon will have
lapsed, together with a stock power or powers executed by the
Participant in whose name such certificates are registered,
endorsed in blank and covering such Shares.

7.   Deferred Shares

The Board may also authorize the granting or sale
of Deferred Shares to Participants. Each such grant or sale may
utilize any or all of the authorizations, and will be subject to
all of the requirements contained in the following provisions:

(a)  Each such grant or sale will
constitute the agreement by the Company to deliver Common Shares
to the Participant in the future in consideration of the
performance of services, but subject to the fulfillment of such
conditions during the Deferral Period as the Board may specify.

(b)  Each such grant or sale may be
made without additional consideration or in consideration of a
payment by such Participant that is less than the Market Value
per Share at the Date of Grant.

(c)  Each such grant or sale will be
subject to a Deferral Period of not less than one year, as
determined by the Board at the Date of Grant, and may provide
for the earlier lapse or other modification of such Deferral
Period in the event of a Change in Control.

(d)  During the Deferral Period, the
Participant will have no right to transfer any rights under his
or her award and will have no rights of ownership in the
Deferred Shares and will have no right to vote them, but the
Board may, at or after the Date of Grant, authorize the payment
of dividend equivalents on such Deferred Shares on either a
current or deferred or contingent basis, either in cash or in
additional Common Shares.








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(e)  Each grant or sale of Deferred
Shares will be evidenced by an Evidence of Award and will
contain such terms and provisions, consistent with this Plan, as
the Board may approve.

8.   Performance Shares and
Performance Units

The Board may also authorize the granting of
Performance Shares and Performance Units that will become
payable to a Participant upon achievement of specified
Management Objectives. Each such grant may utilize any or all of
the authorizations, and will be subject to all of the
requirements, contained in the following provisions:

(a)  Each grant will specify the number
of Performance Shares or Performance Units to which it pertains,
which number may be subject to adjustment to reflect changes in
compensation or other factors; provided, however, that no such
adjustment will be made in the case of a Covered Employee where
such action would result in the loss of the otherwise available
exemption of the award under Section 162(m) of the Code.

(b)  The Performance Period with
respect to each Performance Share or Performance Unit will be
such period of time (not less than one year), commencing with
the Date of Grant as will be determined by the Board at the time
of grant which may be subject to earlier lapse or other
modification in the event of a Change in Control.

(c)  Any grant of Performance Shares or
Performance Units will specify Management Objectives which, if
achieved, will result in payment or early payment of the award,
and each grant may specify in respect of such specified
Management Objectives a minimum acceptable level of achievement
and will set forth a formula for determining the number of
Performance Shares or Performance Units that will be earned if
performance is at or above the minimum level, but falls short of
full achievement of the specified Management Objectives. The
grant of Performance Shares or Performance Units will specify
that, before the Performance Shares or Performance Units will be
earned and paid, the Board must certify that the Management
Objectives have been satisfied.

(d)  Each grant will specify the time
and manner of payment of Performance Shares or Performance Units
that have been earned. Any grant may specify that the amount
payable with respect thereto may be paid by the Company in cash,
in Common Shares or in any combination thereof and may either
grant to the Participant or retain in the Board the right to
elect among those alternatives.

(e)  Any grant of Performance Shares
may specify that the amount payable with respect thereto may not
exceed a maximum specified by the Board at the Date of Grant.
Any grant of Performance Units may specify that the amount
payable or the number of Common Shares issued with








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respect thereto may not exceed maximums specified
by the Board at the Date of Grant.


(f)  The Board may, at or after the
Date of Grant of Performance Shares, provide for the payment of
dividend equivalents to the holder thereof on either a current
or deferred or contingent basis, either in cash or in additional
Common Shares.

(g)  Each grant of Performance Shares
or Performance Units will be evidenced by an Evidence of Award
and will contain such other terms and provisions, consistent
with this Plan, as the Board may approve.

9.   Awards to Non-Employee
Directors

The Board may, from time to time and upon such
terms and conditions as it may determine, authorize the granting
to Non-Employee Directors Option Rights, Appreciation Rights or
other awards contemplated by Section 10 of this Plan and
may also authorize the grant or sale of Common Shares,
Restricted Shares or Deferred Shares to Non-Employee Directors.

(a)  Each grant of Option Rights
awarded pursuant to this Section 9 will be upon terms and
conditions consistent with Section 4 of this Plan and will
be evidenced by an Evidence of Award in such form as will be
approved by the Board. Each grant will specify an Option Price
per share, which will not be less than the Market Value per
Share on the Date of Grant. Each such Option Right granted under
the Plan will expire not more than 10 years from the Date
of Grant and will be subject to earlier termination as
hereinafter provided. Unless otherwise determined by the Board,
such Option Rights will be subject to the following additional
terms and conditions:

(i)  Each grant will specify the number
of Common Shares to which it pertains subject to the limitations
set forth in Section 3 of this plan.

(ii)  If a Non-Employee Director
subsequently becomes an employee of the Company or a Subsidiary
while remaining a member of the Board, any Option Rights held
under the Plan by such individual at the time of such
commencement of employment will not be affected thereby.

(iii)  Option Rights may be exercised
by a Non-Employee Director only upon payment to the Company in
full of the Option Price of the Common Shares to be delivered.
Such payment will be made in cash or in Common Shares then owned
by the optionee for at least six months, or in a combination of
cash and such Common Shares.

(b)  Non-Employee Directors, pursuant
to this Section 9, may be awarded, or may be permitted to
elect to receive, pursuant to procedures established by the
Board, all or any portion of their annual retainer, meeting fees
or other fees in Common Shares in lieu of cash.








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(c)  Each grant of Appreciation Rights
pursuant to this Section 9 will be upon terms and
conditions consistent with Section 5 of this Plan.

(d)  Each grant or sale of Restricted
Shares pursuant to this Section 9 will be upon terms and
conditions consistent with Section 6 of this Plan.

(e)  Each grant or sale of Deferred
Shares pursuant to this Section 9 will be upon terms and
conditions consistent with Section 7 of this Plan.

(f)  Non-Employee Directors may be
granted, sold or awarded other awards as contemplated by
Section 10 of this Plan.

10.  Other Awards

(a)  The Board may, subject to
limitations under applicable law, grant to any Participant such
other awards that may be denominated or payable in, valued in
whole or in part by reference to, or otherwise based on, or
related to, Common Shares or factors that may influence the
value of such shares, including, without limitation, convertible
or exchangeable debt securities, other rights convertible or
exchangeable into Common Shares, purchase rights for Common
Shares, awards with value and payment contingent upon
performance of the Company or specified Subsidiaries, affiliates
or other business units thereof or any other factors designated
by the Board, and awards valued by reference to the book value
of Common Shares or the value of securities of, or the
performance of specified Subsidiaries, affiliates or other
business units of the Company. The Board shall determine the
terms and conditions of such awards. Common Shares delivered
pursuant to an award in the nature of a purchase right granted
under this Section 10 shall be purchased for such
consideration, paid for at such time, by such methods, and in
such forms, including, without limitation, cash, Common Shares,
other awards, notes or other property, as the Board shall
determine.

(b)  Cash awards, as an element of or
supplement to any other award granted under this Plan, may also
be granted pursuant to this Section 10 of this Plan.

(c)  The Board may grant Common Shares
as a bonus, or may grant other awards in lieu of obligations of
the Company or a Subsidiary to pay cash or deliver other
property under this Plan or under other plans or compensatory
arrangements, subject to such terms as shall be determined by
the Board.

11.  Transferability

(a)  Except as otherwise determined by
the Board, no Option Right, Appreciation Right or other
derivative security granted under the Plan will be transferable
by a Participant other than by will or the laws of descent and
distribution or, except with respect to an Incentive Stock
Option,








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pursuant to a domestic relations order (within
the meaning of Rule 16a-12 promulgated under the Exchange
Act). Except as otherwise determined by the Board, Option Rights
and Appreciation Rights will be exercisable during the
Optionees lifetime only by him or her or by his or her
guardian or legal representative.


(b)  The Board may specify at the Date
of Grant that part or all of the Common Shares that are
(i) to be issued or transferred by the Company upon the
exercise of Option Rights or Appreciation Rights, upon the
termination of the Deferral Period applicable to Deferred Shares
or upon payment under any grant of Performance Shares or
Performance Units or (ii) no longer subject to the
substantial risk of forfeiture and restrictions on transfer
referred to in Section 6 of this Plan, will be subject to
further restrictions on transfer.

(c)  Notwithstanding the provisions of
Section 11(a), but subject to prior authorization by the
Board (whether in an Evidence of Award or thereafter), Option
Rights (other than Incentive Stock Options), Appreciation
Rights, Restricted Shares, Deferred Shares, Performance Shares,
Performance Units and other awards under Section 10 of this
Plan shall be transferable by a Participant to an Eligible
Transferee, without payment of consideration therefor; provided,
however, that (i) no such transfer shall be effective
unless reasonable prior notice thereof is delivered to the
Company and such transfer is thereafter effected in accordance
with any terms and conditions that shall have been made
applicable thereto by the Company or the Board and (ii) any
such transferee shall be subject to the same terms and
conditions hereunder as the Participant.

12.  Adjustments

The Board may make or provide for such
adjustments in the numbers of Common Shares covered by
outstanding Option Rights, Appreciation Rights, Deferred Shares,
and Performance Shares granted hereunder and, if applicable, in
the number of Common Shares covered by other awards granted
pursuant to Section 10 hereof, in the Option Price and Base
Price provided in outstanding Appreciation Rights, and in the
kind of shares covered thereby, as the Board, in its sole
discretion, exercised in good faith, may determine is equitably
required to prevent dilution or enlargement of the rights of
Participants or Optionees that otherwise would result from
(a) any stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of the
Company, or (b) any merger, consolidation, spin-off,
split-off, spin-out, split-up, reorganization, partial or
complete liquidation or other distribution of assets, issuance
of rights or warrants to purchase securities, or (c) any
other corporate transaction or event having an effect similar to
any of the foregoing. Moreover, in the event of any such
transaction or event, the Board, in its discretion, may provide
in substitution for any or all outstanding awards








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under this Plan such alternative consideration as
it, in good faith, may determine to be equitable in the
circumstances and may require in connection therewith the
surrender of all awards so replaced. The Board may also make or
provide for such adjustments in the numbers of shares specified
in Section 3 of this Plan as the Board in its sole
discretion, exercised in good faith, may determine is
appropriate to reflect any transaction or event described in
this Section 12; provided, however, that any such
adjustment to the number specified in Section 3(c)(i) will
be made only if and to the extent that such adjustment would not
cause any Option intended to qualify as an Incentive Stock
Option to fail so to qualify. Upon any adjustment made pursuant
to this Section 12, the Company will, upon request, deliver
to the Participant or to the Participants successors a
certificate of its Secretary setting forth the exercise price
thereafter in effect and the number and kind of shares or other
securities thereafter purchaseable upon the exercise of such
award.


13.  Change in Control

For purposes of this Plan, except as may be
otherwise prescribed by the Board in an agreement evidencing a
grant or award made under the Plan, a Change in
Control will mean if at any time any of the following
events will have occurred:

(a)  the acquisition by any Person of
beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of the
combined voting power of the then-outstanding Voting Stock of
the Company; provided, however, that:

(i)  for purposes of this
Section 13(a), 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, (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 that complies with
clauses (A), (B) and (C) of Section 13(c)
below;

(ii)  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 (A) of
Section 13(a)(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








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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;


(iii)  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

(iv)  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

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

(c)  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 the stock or 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








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(d)  approval by the stockholders 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
Section 13(c).

14.  Fractional Shares

The Company will not be required to issue any
fractional Common Shares pursuant to this Plan. The Board may
provide for the elimination of fractions or for the settlement
of fractions in cash.

15.  Withholding Taxes

To the extent that the Company is required to
withhold federal, state, local or foreign taxes in connection
with any payment made or benefit realized by a Participant or
other person under this Plan, and the amounts available to the
Company for such withholding are insufficient, it will be a
condition to the receipt of such payment or the realization of
such benefit that the Participant or such other person make
arrangements satisfactory to the Company for payment of the
balance of such taxes required to be withheld, which
arrangements (in the discretion of the Board) may include
relinquishment of a portion of such benefit.

16.  Foreign Employees

In order to facilitate the making of any grant or
combination of grants under this Plan, the Board may provide for
such special terms for awards to Participants who are foreign
nationals or who are employed by the Company or any Subsidiary
outside of the United States of America as the Board may
consider necessary or appropriate to accommodate differences in
local law, tax policy or custom. Moreover, the Board may approve
such supplements to or amendments, restatements or alternative
versions of this Plan as it may consider necessary or
appropriate for such purposes, without thereby affecting the
terms of this Plan as in effect for any other purpose, and the
Secretary or other appropriate officer of the Company may
certify any such document as having been approved and adopted in
the same manner as this Plan. No such special terms,
supplements, amendments or restatements, however, will include
any provisions that are inconsistent with the terms of this Plan
as then in effect unless this Plan could have been amended to
eliminate such inconsistency without further approval by the
stockholders of the Company.

17.  Administration of the
Plan

(a)  This Plan will be administered by
the Board, which may from time to time delegate all or any part
of its authority under this Plan to the Management Development/
Compensation Committee of the Board (or a subcommittee thereof),
as constituted from time to time. To the extent of








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any such delegation, references in this Plan to
the Board will be deemed to be references to such committee or
subcommittee. A majority of the committee (or subcommittee) will
constitute a quorum, and the acts of the members of the
committee (or subcommittee) present at any meeting at which a
quorum is present, or acts unanimously approved in writing, will
be the acts of the committee (or subcommittee).


(b)  The interpretation and
construction by the Board of any provision of this Plan or of
any agreement, notification or document evidencing the grant of
Option Rights, Appreciation Rights, Restricted Shares, Deferred
Shares, Performance Shares, Performance Units or other awards
under Section 10 of this Plan and any determination by the
Board pursuant to any provision of this Plan or of any such
agreement, notification or document will be final and
conclusive. No member of the Board will be liable for any such
action or determination made in good faith.

18.  Amendments, Etc.

(a)  The Board may at any time and from
time to time amend the Plan in whole or in part; provided,
however, that any amendment which must be approved by the
stockholders of the Company in order to comply with applicable
law or the rules of the New York Stock Exchange or, if the
Common Shares are not traded on the New York Stock
Exchange, the principal national securities exchange upon which
the Common Shares are traded or quoted, will not be effective
unless and until such approval has been obtained.

(b)  The Board will not authorize the
amendment of any outstanding Option Right to reduce the Option
Price. Furthermore, no Option Right will be cancelled and
replaced with awards having a lower Option Price without further
approval of the stockholders of the Company. This
Section 18(b) is intended to prohibit the repricing of
underwater Option Rights and will not be construed
to prohibit the adjustments provided for in Section 12 of
this Plan.

(c)  The Board also may permit
Participants to elect to defer the issuance of Common Shares or
the settlement of awards in cash under the Plan pursuant to such
rules, procedures or programs as it may establish for purposes
of this Plan. The Board also may provide that deferred issuances
and settlements include the payment or crediting of dividend
equivalents or interest on the deferral amounts.

(d)  The Board may condition the grant
of any award or combination of awards authorized under this Plan
on the surrender or deferral by the Participant of his or her
right to receive a cash bonus or other compensation otherwise
payable by the Company or a Subsidiary to the Participant.








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(e)  In case of termination of
employment by reason of death, disability or normal or early
retirement, or in the case of hardship or other special
circumstances, of a Participant who holds an Option Right or
Appreciation Right not immediately exercisable in full, or any
Restricted Shares as to which the substantial risk of forfeiture
or the prohibition or restriction on transfer has not lapsed, or
any Deferred Shares as to which the Deferral Period has not been
completed, or any Performance Shares or Performance Units which
have not been fully earned, or any other awards made pursuant to
Section 10 subject to any vesting schedule or transfer
restriction, or who holds Common Shares subject to any transfer
restriction imposed pursuant to Section 11(b) of this Plan,
the Board may, in its sole discretion, accelerate the time at
which such Option Right, Appreciation Right or other award may
be exercised or the time at which such substantial risk of
forfeiture or prohibition or restriction on transfer will lapse
or the time when such Deferral Period will end or the time at
which such Performance Shares or Performance Units will be
deemed to have been fully earned or the time when such transfer
restriction will terminate or may waive any other limitation or
requirement under any such award.

(f)  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 such
Participants employment or other service at any time.

(g)  To the extent that any provision
of this Plan would prevent any Option Right that was intended to
qualify as an Incentive Stock Option from qualifying as such,
that provision will be null and void with respect to such Option
Right. Such provision, however, will remain in effect for other
Option Rights and there will be no further effect on any
provision of this Plan.

(h)  The Board may amend the terms of
any award theretofore granted under this Plan prospectively or
retroactively, but subject to Section 12 above no such
amendment shall impair the rights of any holder without his or
her consent. The Board may, in its discretion, terminate this
Plan at any time. Termination of this Plan will not affect the
rights of Participants or their successors under any awards
outstanding hereunder and not exercised in full on the date of
termination.

19.  Governing Law

The Plan and all grants and awards and actions
taken thereunder shall be governed by and construed in
accordance with the internal substantive laws of the State of
Delaware.








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20.  Termination

No grant will be made under this Plan more than
10 years after the Effective Date, but all grants made on
or prior to such date will continue in effect thereafter subject
to the terms thereof and of this Plan.

21.  General Provisions

(a)  No award under this Plan 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 Board, contrary to law or the
regulations of any duly constituted authority having
jurisdiction over this Plan.

(b)  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 this Plan or
awards granted hereunder, except that no awards may be granted
to an employee while he or she is absent on leave.

(c)  No Participant shall have any
rights as a stockholder with respect to any shares subject to
awards granted to him or her under this 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.

(d)  All notices under this 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.