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                                                                   EXHIBIT 10.62

                                ALBERTSON'S, INC.
                    CHANGE IN CONTROL SEVERANCE BENEFIT TRUST

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                                ALBERTSON'S, INC.
                    CHANGE IN CONTROL SEVERANCE BENEFIT TRUST

                                TABLE OF CONTENTS

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ARTICLE I       DEFINITIONS................................................................     1

ARTICLE II      NAME AND ESTABLISHMENT OF TRUST............................................     6

      Section 2.01.    Name and Purpose....................................................     6

      Section 2.02.    Appointment of Trustee; Acceptance..................................     6

      Section 2.03.    Appointment of Recordkeeper; Acceptance.............................     6

      Section 2.04.    Grantor Trust.......................................................     7

ARTICLE III     PROVISIONS RELATING TO THE EMPLOYER........................................     7

      Section 3.01.    Contributions.......................................................     7

      Section 3.02.    [Deliberately left blank.]..........................................     7

      Section 3.03.    Letters of Credit...................................................     7

      Section 3.04.    Return of Employer Contributions....................................     7

      Section 3.05.    Certain Employer Notices............................................     8

      Section 3.06.    Action by Employer..................................................     8

      Section 3.07.    Employer Liability..................................................     8

ARTICLE IV      PROVISIONS RELATING TO TRUSTEE AND RECORDKEEPER............................     8

      Section 4.01.    Receiving Contributions.............................................     8

      Section 4.02.    Management and Control of Trust Assets..............................     9

      Section 4.03.    Investment of Trust Assets..........................................     9

      Section 4.04.    Use of Affiliated Investments.......................................    10

      Section 4.05.    Distribution of Trust Assets; Limitations...........................    10

      Section 4.06.    Protection of Trustee...............................................    11

      Section 4.07.    Creditors of Employer...............................................    11

      Section 4.08.    Compensation and Expenses...........................................    12

      Section 4.09.    Limitation of Administrative Duties.................................    12

      Section 4.10.    Accountings.........................................................    12

      Section 4.11.    General Management Powers...........................................    13

      Section 4.12.    [Deliberately left blank.]..........................................    14

      Section 4.13.    Liability for Breach of Fiduciary Duty..............................    14
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                                ALBERTSON'S, INC.
                    CHANGE IN CONTROL SEVERANCE BENEFIT TRUST

                                TABLE OF CONTENTS
                                   (continued)

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      Section 4.14.    Consultation and Indemnification....................................    14

      Section 4.15.    Resignation and Removal.............................................    15

      Section 4.16.    Duties of the Recordkeeper..........................................    17

      Section 4.17.    Determinations by the Trustee; Notices..............................    18

      Section 4.18.    Rights of Trustee...................................................    18

      Section 4.19.    Priority of Distribution and Liquidation of Trust Assets............    19

ARTICLE V       GENERAL ADMINISTRATIVE PROVISIONS..........................................    19

      Section 5.01.    Exchange of Information by the Employer and the Trustee.............    19

      Section 5.02.    Information to the Recordkeeper and Trustee.........................    19

      Section 5.03.    Mistake of Fact.....................................................    19

      Section 5.04.    Taxes...............................................................    19

      Section 5.05.    Investment Company Act..............................................    20

      Section 5.06.    Administrator.......................................................    20

ARTICLE VI      AMENDMENT AND TERMINATION..................................................    20

      Section 6.01.    Right to Amend......................................................    20

      Section 6.02.    Termination of Trust and Reversion of Assets........................    21

ARTICLE VII     MISCELLANEOUS PROVISIONS...................................................    21

      Section 7.01.    Entire Agreement....................................................    21

      Section 7.02.    Successors..........................................................    21

      Section 7.03.    Headings............................................................    21

      Section 7.04.    Controlling Law.....................................................    22

      Section 7.05.    Third-Party Inquiries...............................................    22

      Section 7.06.    Courts; Arbitration.................................................    22

      Section 7.07.    Addresses For Communications........................................    22

      Section 7.08.    Waiver of Notice....................................................    23

      Section 7.09.    Accounting Period...................................................    23

      Section 7.10.    Interest in the Trust Fund..........................................    23

      Section 7.11.    Counterparts........................................................    23
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           ALBERTSON'S, INC. CHANGE IN CONTROL SEVERANCE BENEFIT TRUST

THIS TRUST AGREEMENT is made and entered into the 1st day of August, 2004 by and
between ALBERTSON'S, INC., a Delaware corporation, grantor, Atlantic Trust
Company, N.A., a national trust company having its principal place of business
in the Commonwealth of Massachusetts, as trustee, and Management Compensation
Group, Northwest, LLC, a Delaware limited liability company, as recordkeeper.

                                   WITNESSETH:

      WHEREAS, Albertson's, Inc. and certain of its executives have entered into
Change of Control Severance Agreements and one or more employment agreements
that provide severance benefits upon a change in control of Albertson's, Inc.
(individually, an "Agreement" and collectively, the "Agreements"); and

      WHEREAS, Albertson's, Inc. may incur liability under the terms of the
Agreements with respect to the executives who are parties thereto; and

      WHEREAS, Albertson's, Inc. wishes to establish a grantor trust (the
"Trust") for the purpose of accumulating assets to assist it in fulfilling its
obligations under the Agreements, to which Trust Albertson's, Inc. shall make
contributions in the amounts determined in accordance with the terms of the
Agreements and this trust agreement; and

      WHEREAS, Albertson's, Inc. desires the Trustee to hold and administer all
funds and other property contributed by Albertson's, Inc. and the Trustee is
willing to hold and administer such funds pursuant to the terms of this trust
agreement; and

      WHEREAS, Albertson's, Inc. desires that the assets of the Trust shall be
available to satisfy the claims of Albertson's, Inc. general creditors in case
of insolvency or bankruptcy;

      NOW, THEREFORE, in consideration of the promises, covenants, agreements,
terms, obligations and duties herein set forth, the Trust to be named the
"Albertson's, Inc. Change in Control Severance Benefit Trust" is hereby
established effective from and after the date first above written, and the
parties do hereby covenant and agree, as follows:

                                   ARTICLE I

                                  DEFINITIONS

      The following words and phrases are used in this trust agreement and shall
have the meaning set forth in this Article unless a different meaning is clearly
required by the context:

      "Administrator" shall have the meaning ascribed to such term by Section
5.06.

      "Application" shall mean a written application from a Participant received
by the Recordkeeper requesting a payment from the Trust by reason of a benefit
being due to such Participant under an Agreement. Such application must include
a statement to the effect that the Participant's employment with the Employer
has terminated in a manner entitling the Participant

<PAGE>

to benefits under the Participant's Agreement, accompanied by a description of
the circumstances that support the statement.

      "Bank" shall mean the commercial bank issuing a Letter of Credit.

      "Board of Directors" shall mean the Board of Directors of the Employer.

      "Business Combination" shall mean a reorganization, merger or
consolidation, or sale or other disposition of all or substantially all of the
assets of the Employer or the acquisition of assets of another corporation, or
other transaction.

      "Change in Control" shall mean the occurrence of any of the following
events:

            (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 Employer; provided, however, that:

                  (1) for purposes of this clause (a), the following
            acquisitions shall not constitute a Change in Control: (A) any
            acquisition of Voting Stock of the Employer directly from the
            Employer that is approved by a majority of the Incumbent Directors,
            (B) any acquisition of Voting Stock of the Employer by the Employer
            or any Subsidiary, (C) any acquisition of Voting Stock of the
            Employer by any employee benefit plan (or related trust) sponsored
            or maintained by the Employer or any Subsidiary, and (D) any
            acquisition of Voting Stock of the Employer by any Person pursuant
            to a Business Combination that complies with clauses (c)(1), (c)(2)
            and (c)(3) below;

                  (2) if any Person acquires beneficial ownership of 20% or more
            of combined voting power of the then-outstanding Voting Stock of the
            Employer as a result of a transaction described in clause (a)(1)(A)
            above and such Person thereafter becomes the beneficial owner of any
            additional shares of Voting Stock of the Employer representing 1% or
            more of the then-outstanding Voting Stock of the Employer, other
            than in an acquisition directly from the Employer 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 Employer in which all holders of its 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 Employer as a result of a reduction in the number of
            shares of Voting Stock of the Employer outstanding unless and until
            such Person thereafter becomes the beneficial owner of any
            additional shares of Voting Stock of the Employer representing 1% or
            more of the then-outstanding Voting Stock of the Employer, other
            than as a result of a stock dividend, stock split or similar
            transaction effected by the Employer in which all holders of Voting
            Stock are treated equally; and

                                        2
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                  (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 Employer
            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 Employer, then no Change in
            Control shall have occurred as a result of such Person's
            acquisition; or

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

            (c) the consummation of a Business Combination unless, in each case,
      immediately following such Business Combination (1) all or substantially
      all of the individuals and entities who were the beneficial owners of
      Voting Stock of the Employer 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
      Employer or all or substantially all of the Employer's assets either
      directly or through one or more subsidiaries), (2) no Person (other than
      the Employer, such entity resulting from such Business Combination, or any
      employee benefit plan (or related trust) sponsored or maintained by the
      Employer, 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 (3) 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 of
      Directors providing for such Business Combination; or

            (d) approval by the shareholders of the Employer of a complete
      liquidation or dissolution of the Employer, except pursuant to a Business
      Combination that complies with clauses (c)(1), (c)(2) and (c)(3), above.

      "Code" shall mean the Internal Revenue Code of 1986, as from time to time
amended. Reference to a section of the Code shall include that section and any
comparable section or any future legislation that amends, supplements or
supersedes said section.

      "Deficiency Amount" shall mean, with respect to each Participant, the
amount of unpaid benefits, if any, and interest thereon, determined in
accordance with Section 4.05(c).

      "Director" shall mean, at any time, an individual who is or was a member
of the Board of Directors at such time.

      "Employer" shall mean Albertson's, Inc., a corporation organized and
existing under the laws of the State of Delaware, or its successor or
successors.

      "Exchange Act" shall mean the Securities Exchange Act of 1934, all
subsequent amendments thereto and any successor statute(s) adopted which
addresses substantially the same subject matter. Further, a reference to any
section of the Exchange Act shall refer to the section

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in effect on September 1, 1988, all subsequent amendments thereto and any
successor section(s) adopted which addresses substantially the same subject
matter.

      "Expert" shall mean the Recordkeeper, the Insurance Adviser, the Real
Estate Adviser and any consultant, adviser, engineer, accountant, appraiser,
actuary or other expert hired or retained by the Trustee to provide advice or to
make or assist in making any determination hereunder.

      "Expert's Certificate" shall mean a certificate signed by an Expert or, if
the Expert is a corporation or partnership, by two of its executive officers or
partners.

      "Incumbent Directors" shall mean the individuals who, as of the date
hereof, are Directors of the Employer and any individual becoming a Director
subsequent to the date hereof whose election, nomination for election by the
Employer'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 Employer 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 of Directors 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 of Directors.

      "Insurance Adviser" shall mean a person, firm or corporation hired or
retained by the Employer or Trustee to assist it in procuring, modifying,
liquidating or valuing any insurance policies held by the Trust.

      "Interest Crediting Rate" shall mean an annualized rate of interest equal
to the "prime rate" (or, if there is more than one such rate, the highest such
rate) as set forth from time to time during the relevant period in The Wall
Street Journal "Money Rates" column, plus 2%. Any change in the prime rate will
be effective on and as of the date of such change.

      "Letter of Credit" shall mean an irrevocable letter of credit issued for
the benefit of the Trustee pursuant to Article III, substantially in the form
attached hereto as Exhibit "A", by a United States commercial bank, or a United
States office of a foreign bank, which issuing bank is acceptable to the
Trustee, has a long-term debt rating by S&P of no less than A (or the equivalent
rating by Moody's Investors Service, Inc.), and whose combined capital and
surplus is no less than $1,000,000,000.

      "Opinion of Counsel" shall mean a written opinion from legal counsel
acceptable to the Trustee. Such counsel may but need not be legal counsel
regularly retained by the Employer or the Trustee.

      "Participant" shall mean an employee of the Employer who is a party to an
Agreement, as set forth on Exhibit "B" as amended from time to time.

      "Person" shall mean any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act).

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<PAGE>

      "Potential Change in Control" shall mean the occurrence of any of the
following events:

            (a) the Employer enters into a letter of intent, agreement in
      principle or other agreement, the consummation of which would constitute a
      Change in Control; or

            (b) any Person (including the Employer) makes a public announcement
      (including, without limitation, an announcement made by filing a Schedule
      13D or Schedule 14D-1 (or any successor schedule, form, report or item
      therein), each as promulgated pursuant to the Exchange Act) stating a
      present intention to take actions that, if consummated, would constitute a
      Change in Control; or

            (c) The acquisition by any Person of beneficial ownership (within
      the meaning of Rule 13d-3 promulgated under the Exchange Act) of 10% or
      more of the combined voting power of the then outstanding Voting Stock of
      the Employer; provided, however, that for purposes of this clause (c), the
      following acquisitions shall not constitute a Potential Change in Control:
      (1) any issuance of Voting Stock of the Employer directly from the
      Employer that is approved by at least a majority of the Incumbent
      Directors, (2) any acquisition of Voting Stock of the Employer by the
      Employer or any Subsidiary, (3) any acquisition of Voting Stock of the
      Employer by any employee benefit plan (or related trust) sponsored or
      maintained by the Employer or any Subsidiary, or (4) any acquisition of
      Voting Stock by a person who and which, after giving effect thereto, is
      eligible to report its beneficial ownership of Voting Stock on Schedule
      13G pursuant to Rule 13d-1(b)(1) under the Exchange Act.

      "Real Estate Adviser" shall mean a person, firm or corporation hired or
retained by the Trustee to manage, or to assist in managing, any real estate
assets held by the Trust or to assist in the sale by the Trustee of any real
estate assets held by the Trust.

      "Recordkeeper" shall mean the person or persons from time to time serving
as recordkeeper with respect to the Trust.

      "Retention Amount" shall mean $50,000.00.

      "S&P" shall mean Standard & Poor's, a division of The McGraw-Hill
Companies, Inc., and its successors.

      "Subsidiary" shall mean an entity in which the Employer directly or
indirectly beneficially owns 50% or more of the outstanding Voting Stock.

      "Trust" shall mean the trust set forth in and created by this document,
and all subsequent amendments thereto.

      "Trust Fund" shall mean all assets held by the Trustee under the Trust.

      "Trust Year" shall mean the fiscal year of the Employer.

      "Trustee" shall mean the person or persons from time to time serving as
trustee of the Trust.

                                        5
<PAGE>

      "Value of Accrued Benefits" shall mean at any time with respect to a
Participant an amount equal to the payments or benefits required to be made or
provided under his or her Agreement assuming, for this purpose, that a Change in
Control has occurred and the Participant has become eligible for (a) all
potential payments and benefits to be provided under the Agreement upon a
termination of employment, and (b) gross-up payments (if provided under the
Agreement) with respect to any potential excise tax under Section 4999 of the
Code. Prior to the first occurrence of a Change in Control, the Value of Accrued
Benefits shall be calculated by the Employer, and thereafter, by the
Recordkeeper.

      "Value of the Trust Fund" shall mean at any time an amount equal to the
then total of the following: (a) any undrawn amount under a Letter of Credit,
and (b) the fair market value of all other assets of the Trust Fund, each as
determined by the Trustee.

      "Value of Total Accrued Benefits" shall mean at any time an amount equal
to the aggregate of the Value of Accrued Benefits for all Participants as of the
date of determination. Prior to the first occurrence of a Change in Control, the
Value of Total Accrued Benefits shall be calculated by the Employer, and
thereafter, by the Recordkeeper.

      "Voting Stock" shall mean securities entitled to vote generally in the
election of directors.

      In this agreement the singular includes the plural and the plural the
singular, words importing any gender include any other gender; and references to
"days" shall mean calendar days, unless otherwise specified.

                                   ARTICLE II

                         NAME AND ESTABLISHMENT OF TRUST

      Section 2.01. Name and Purpose. The name of the Trust shall be the
"Albertson's, Inc. Change in Control Severance Benefit Trust." This Trust is
established in connection with the Agreements for the purpose of holding,
investing and distributing assets as a reserve for the discharge of the
Employer's obligations to Participants entitled to benefits pursuant to the
provisions of the Agreements as a result of a Change in Control of the Employer.

      Section 2.02. Appointment of Trustee; Acceptance. The Employer hereby
appoints Atlantic Trust Company, N.A., a national trust company having its
principal place of business in the Commonwealth of Massachusetts, as sole
Trustee for the Trust. The Trustee hereby accepts the appointment as Trustee
under the Trust. In accepting such appointment, the Trustee agrees to act solely
as trustee hereunder and not in its individual capacity; and all persons having
any claim against the Trustee by reason of the transactions contemplated hereby
shall look only to the Trust Fund for payment or satisfaction thereof, except to
the extent otherwise provided in Section 4.17(d) hereof.

      Section 2.03. Appointment of Recordkeeper; Acceptance. The Employer hereby
appoints Management Compensation Group, Northwest, LLC, a Delaware limited
liability company, as its Recordkeeper under this Trust. The Recordkeeper hereby
accepts the appointment as Recordkeeper under the Trust. It is recognized that
Management Compensation Group, Northwest, LLC also acts as an independent
consulting actuary of the Employer.

                                        6
<PAGE>

      Section 2.04. Grantor Trust. The Trust is intended to be a grantor trust,
within the meaning of Section 671 of the Code, and shall be construed
accordingly. The Employer, therefore, agrees that all income, deductions and
credits of this Trust belong to it as owner for income tax purposes and will be
included on the Employer's income tax returns.

                                   ARTICLE III

                       PROVISIONS RELATING TO THE EMPLOYER

      Section 3.01. Contributions.

            (a) The Employer may from time to time make contributions to this
      Trust. All Employer contributions and all investments thereof, together
      with all accumulations, accruals, earnings and income with respect
      thereto, shall be held by the Trustee in trust hereunder as the Trust
      Fund.

            (b) Within 30 days following the occurrence of a Potential Change in
      Control, the Employer shall deliver to the Trustee one or more Letters of
      Credit or contribute cash to the Trust that in the aggregate are
      sufficient, based on the amount of such cash and the face amount of such
      Letters of Credit and taking into account the then Value of the Trust
      Fund, to provide for the payment in full of the Value of Total Accrued
      Benefits (determined as if a Change in Control had occurred) and any other
      amounts payable or reimbursable as of such date pursuant to the terms of
      this trust agreement including, without limitation, the fees and estimated
      expenses of the Trustee, the Recordkeeper and other expenses of the Trust
      for a period of at least three years.

      Section 3.02. [Deliberately left blank.]

      Section 3.03. Letters of Credit. The Employer shall give the Trustee the
original of each Letter of Credit established for the benefit of the Trust,
executed by the Bank issuing such Letter of Credit. The Trustee shall draw on
every Letter of Credit to the full extent thereof on the earlier of

            (a) Receipt of an Opinion of Counsel stating that a Change in
      Control or Potential Change in Control has occurred; and

            (b) On the tenth business day preceding the last day of the term of
      each Letter of Credit that is due to expire and has not been extended,
      unless, prior to taking such action, the Trustee receives the original of
      a replacement Letter of Credit, executed by the Bank issuing such Letter
      of Credit, and in at least the amount of the Letter of Credit which is due
      to expire, except to the extent the Trustee has received cash
      contributions from the Employer up to the amount of, and in substitution
      for, the Letter of Credit which is due to expire.

      Section 3.04. Return of Employer Contributions. Subject to Sections 4.06
and 6.02, Employer contributions shall be irrevocable upon the occurrence of a
Change in Control. The foregoing notwithstanding and provided there is then no
unpaid Deficiency Amount with

                                        7
<PAGE>

respect to any Participant, the Employer shall be entitled to a return of a
portion of the Trust Fund in accordance with the following:

            (a) The Employer shall give not less than 30 days advance written
      notice to the Trustee and the Recordkeeper that the Employer is invoking
      its rights to a return of a portion of the Trust Fund pursuant to this
      Section 3.04.

            (b) The Employer may exercise its rights under this Section 3.04 (1)
      no earlier than the third anniversary of the date on which a Change in
      Control has occurred, and thereafter, (2) no more frequently than once
      during any 12 month period.

            (c) Upon receipt of a notice from the Employer pursuant to Section
      3.04(a) the Trustee shall determine the then Value of the Trust Fund and
      the Recordkeeper shall determine the then Value of Total Accrued Benefits.
      To the extent the then Value of the Trust Fund exceeds an amount equal to
      1.3 times the sum of (1) the then Value of Total Accrued Benefits, plus
      (2) the Retention Amount, the Trustee shall liquidate sufficient Trust
      assets (or, notwithstanding Section 4.18, distribute Trust assets in kind,
      as directed by the Employer) and return such excess to the Employer.

      Section 3.05. Certain Employer Notices. The Employer hereby agrees to give
prompt notice to the Trustee, the Recordkeeper and each Participant of the
occurrence of a Change in Control or a Potential Change in Control, or a change
in the fiscal year of the Employer.

      Section 3.06. Action by Employer. Whenever the Employer is permitted or
required to perform any act hereunder, it shall be done and performed by an
officer or other delegate duly authorized by the Employer. Promptly following
the execution of this trust agreement, the Employer shall file with the Trustee
and the Recordkeeper a certified list of the names and specimen signatures of
any person authorized to act for the Employer. The Employer shall promptly
notify the Trustee and the Recordkeeper of the addition or deletion of any
person's name to or from such list, respectively. Until receipt of notice that
any person is no longer authorized so to act, the Trustee or the Recordkeeper
may continue to rely on the authority of the person. All certifications, notices
and directions by any such authorized person or persons to the Trustee or the
Recordkeeper shall be in writing signed by such person or persons. The Trustee
and the Recordkeeper may rely on any such certification, notice or direction
purporting to have been signed by or on behalf of such person or persons.

      Section 3.07. Employer Liability. Nothing in this trust agreement shall
relieve the Employer of its liabilities to pay or provide the benefits under the
Agreements except to the extent such liabilities are met by the application of
Trust assets.

                                   ARTICLE IV

                 PROVISIONS RELATING TO TRUSTEE AND RECORDKEEPER

      Section 4.01. Receiving Contributions. The Trustee shall receive and
accept contributions from the Employer in accordance with this trust agreement
as a reserve for the discharge of the Employer's obligations to Participants
entitled to benefits pursuant to the Agreements.

                                        8
<PAGE>

      Section 4.02. Management and Control of Trust Assets. The Trustee shall
have exclusive authority and discretion to manage and control all assets in the
Trust Fund, except as may otherwise be provided herein. Notwithstanding the
foregoing, upon the appointment of an Insurance Adviser or Real Estate Adviser
the Trustee shall rely exclusively on the advice of such Insurance Adviser or
Real Estate Adviser, regarding the management and control of any insurance
policies or real estate assets held by the Trustee, respectively.

      Section 4.03. Investment of Trust Assets. The Trustee shall promptly
invest and re-invest the assets of the Trust Fund. Prior to a Change in Control
the Trustee shall rely upon any investment directions (including without
limitation, investment directions to invest in insurance policies, real estate
and other alternative investments) from the Employer, and the Trustee shall not
be required to inquire into the propriety of such directions; provided, however,
the Trustee shall not be required to invest assets of the Trust Fund in a manner
that it reasonably believes could result in any damage or liability on the part
of the Trustee in its individual capacity. The Trustee shall not be liable for
the consequences of following such directions. Following a Change in Control,
the Trustee shall invest and re-invest the assets of the Trust Fund as it shall
determine but only in investments constituting one or more of the following:

            (a) Obligations of the United States Government or any agency
      thereof which are supported by the full faith and credit of the United
      States Government, and obligations guaranteed by the United States
      Government.

            (b) Commercial paper rated no less than Prime-1 by Moody's Investors
      Service, Inc. or as A-1 by S&P, or bankers acceptances or certificates in
      United States commercial banks (but only with banks which at the time of
      purchase have a combined capital and surplus in excess of $200,000,000 and
      whose long-term debt is rated no less than A by S&P, or the equivalent
      rating by Moody's Investors Service, Inc.), or such instruments similarly
      rated by any successor to either of such investment rating services;
      provided, no purchases shall be made of commercial paper which is credit
      enhanced or which is issued by a company whose headquarters is outside the
      United States, and no more than $2,000,000 shall be invested in the
      commercial paper of any one company.

            (c) Direct and general obligations of any state within the United
      States, to the payment of the principal of and interest on which the full
      faith and credit of such state is pledged, provided at the time of their
      purchase such obligations are rated no less than A by S&P with respect to
      long-term obligations, or the equivalent rating by Moody's Investors
      Service, Inc., and no less than MIG-1 by Moody's Investors Service, Inc.
      with respect to short-term obligations, or the equivalent rating by S&P;
      provided, no more than $1,000,000 shall be invested in any one issue of
      notes or bonds and no more than 15% of the Trust Fund shall be invested at
      any time in state obligations; and, provided further, no purchases shall
      be made of state obligations which are credit enhanced.

            (d) Non-interest bearing operating accounts of the Trust with the
      Trustee, even though the Trustee does not otherwise meet the investment
      requirements of this Section 4.03; provided that if the Trustee does not
      meet the investment requirements of this Section 4.03, such accounts may
      not in the aggregate exceed $100,000.

                                        9
<PAGE>

            (e) Temporary investment funds and/or money market funds, including
      the Trustee's (or its affiliates') money market fund, which meet the
      criteria described in Section 4.03(a) through (c).

      Section 4.04. Use of Affiliated Investments.

      Trustee's preferred money market fund for its automatic cash sweep is the
AIM Short-Term Investment Company Liquid Assets Portfolio ("AIM Fund"). AIM, the
manager of this portfolio, is an affiliate of Trustee. Employer acknowledges and
agrees that the Trust is responsible for the fund's fees and expenses on any
cash invested in this portfolio (in the same manner and to the same extent as
any other holder of shares in the AIM Fund) in addition to Trustee's
compensation set forth in Section 4.08.

      Section 4.05. Distribution of Trust Assets; Limitations.

            (a) After receipt of notice from the Employer pursuant to Section
      3.05 of the occurrence of a Change in Control, upon the Application of a
      Participant, the Recordkeeper shall prepare a certification to the Trustee
      that benefits under such Participant's Agreement have become payable,
      which certification shall be in substantially the form attached hereto as
      Exhibit "C." Such certification shall include the amount and type of such
      benefits, the terms of payment, and the name, address and social security
      number of the recipient. The Employer may object to a certification by the
      Recordkeeper solely in accordance with Section 7.06. Upon the receipt of
      such certified statement and subject to Section 4.07, the Trustee shall
      liquidate such Trust assets as may be available and necessary to pay or
      provide the benefits set forth in such certification and shall make or
      commence cash distributions from the Trust Fund in accordance therewith to
      the person or persons so indicated and to the appropriate taxing
      authorities with respect to taxes required to be withheld; provided,
      however, that the Trustee shall not be required to make any distribution
      which would reduce the value of the assets of the Trust Fund described in
      Section 4.03(a) through (d) to less than the Retention Amount. The
      Recordkeeper shall also furnish a copy of such certification to the
      Participant. The Trustee shall furnish each Participant with the
      appropriate tax information form evidencing such payment and the amount
      thereof. The Trustee shall provide the Employer with written confirmation
      of any payments hereunder within 10 business days after such payments are
      made or commenced to a Participant. Notwithstanding any provision of the
      Trust to the contrary, the Trustee shall make payments hereunder before
      such payments are otherwise due if, and to the extent that, it (1)
      receives a written request therefor from a Participant, which written
      request specifies the amount to be distributed, and (2) determines, based
      on an Opinion of Counsel, that a change in the federal tax laws, a
      published ruling or similar announcement issued by the Internal Revenue
      Service, the issuance of Treasury Regulations, a decision by a court of
      competent jurisdiction involving a Participant, or a closing agreement
      involving a Participant made under Section 7121 of the Code, has caused or
      will cause a Participant to recognize income for federal income tax
      purposes with respect to such amounts before they otherwise would be paid
      to him or her.

                                       10
<PAGE>

            (b) Subject to Section 4.07, the only persons who shall be entitled
      to payments from this Trust pursuant to this Section 4.05 following a
      Change in Control shall be Participants as of the Change in Control. The
      Trustee shall make distributions pursuant to this Section 4.05 only as
      directed by the Recordkeeper and shall be entitled to rely on any
      certification received from the Recordkeeper for purposes of complying
      with this Section 4.05(b).

            (c) Following a Change in Control, payments from the Trust shall be
      adjusted for the 12 month period commencing each June 1 in accordance with
      the following:

                  (1) Adjustments to payments from the Trust shall be made only
            in the event the Value of the Trust Fund as of the last day of the
            immediately preceding Trust Year was less than an amount equal to
            the sum of (A) the Value of Total Accrued Benefits as of the last
            day of the immediately preceding Trust Year, plus (B) the Retention
            Amount.

                  (2) If an adjustment is required, all payments otherwise
            payable from the Trust during the applicable 12 month period shall
            be reduced to an amount equal to the payment which would otherwise
            have been made, multiplied by a fraction, the numerator of which is
            the Value of the Trust Fund as of the last day of the immediately
            preceding Trust Year, and the denominator of which is an amount
            equal to the sum of (A) the Value of Total Accrued Benefits as of
            the last day of the immediately preceding Trust Year, plus (B) the
            Retention Amount.

                  (3) Any amount not paid to a Participant by reason of this
            Section 4.05(c) shall be considered a Deficiency Amount and shall
            accrue interest from the date payment would otherwise have been
            made, until paid, at the Interest Crediting Rate.

                  (4) Deficiency Amounts shall be paid to Participants as soon
            as practicable following any Trust Year when, and to the extent
            that, the Value of the Trust Fund as of the last day of such Trust
            Year exceeds an amount equal to the sum of (A) the Value of Total
            Accrued Benefits as of the last day of such Trust Year, plus (B) the
            Retention Amount. Payment of Deficiency Amounts shall be pro rata
            based on the unpaid Deficiency Amounts as of the date of payment.

      Section 4.06. Protection of Trustee. The Trustee shall be fully protected
in making or refraining from making any payments in accordance with the terms of
this trust agreement.

      Section 4.07. Creditors of Employer. The Trust Fund shall at all times be
subject to the claims of the Employer's general creditors but shall be utilized
to satisfy any such claims only in the case of the Employer's bankruptcy or
insolvency. The Employer shall be considered "bankrupt" or "insolvent" if the
Employer is either unable to pay its debts when due or is subject to a
proceeding under the Bankruptcy Code, 11 U.S.C. Section 101, et seq. The Board
of Directors and chief executive officer of the Employer are responsible to give
written notice to the Trustee and the Recordkeeper of the Employer's bankruptcy
or insolvency as soon as practicable following

                                       11
<PAGE>

the occurrence of such event. Upon receipt of such notice of the Employer's
bankruptcy or insolvency, or in the case of the Trustee's receipt of a written
notice from a creditor of the Employer alleging the Employer's bankruptcy or
insolvency, the Trustee shall discontinue payments to Participants and shall
hold the Trust Fund for the benefit of the Employer's general creditors. The
Trustee shall resume payments to Participants only after it has been notified by
the Employer (or has received an Expert's Certificate or Opinion of Counsel
stating) that the Employer is no longer bankrupt or insolvent or pursuant to an
order of a court of competent jurisdiction. If the Trustee discontinues payments
to Participants, the first payment following such discontinuance shall include
the aggregate of all payments which would have been made to the Participants
together with interest calculated at the Interest Crediting Rate.

      Section 4.08. Compensation and Expenses. The Trustee and the Recordkeeper
shall be entitled to receive compensation for services rendered. Such
compensation shall be the usual and customary fees of the Trustee or
Recordkeeper in effect from time to time for similar services unless in the case
of the Trustee, an amount is agreed upon in writing by the Employer and the
Trustee and in the case of the Recordkeeper, the Employer and the Recordkeeper,
and shall, unless paid directly by the Employer, be a lien against and paid out
of the assets of the Trust Fund; provided, an individual serving as Trustee who
receives compensation from the Employer for full-time employment shall not
receive additional compensation from the Trust. The Recordkeeper and the Trustee
(whether or not the Trustee is a full-time employee of the Employer) shall be
reimbursed for any reasonable expenses, including reasonable counsel and Expert
fees, incurred by the Recordkeeper or the Trustee in connection with the
acceptance or administration of the Trust Fund or Trust and the exercise or
performance of any of their respective powers or duties hereunder, and such
expenses shall, unless paid directly by the Employer, be a lien against and paid
out of the assets of the Trust Fund.

      Section 4.09. Limitation of Administrative Duties. Nothing contained in
the Agreements, either expressly or by implication, shall be deemed to impose
any responsibilities, obligations or duties on the Trustee or the Recordkeeper
other than those set forth herein. Without limiting the generality of the
foregoing, the Trustee shall have no responsibility, obligation or duty with
respect to any action required by any Agreement or this Trust to be taken by the
Employer, the Recordkeeper, the Insurance Adviser, the Real Estate Adviser or
any other Expert, any employee, Participant, beneficiary or any other person,
and the Recordkeeper shall have no responsibility, obligation or duty with
respect to any action required by any Agreement or this Trust to be taken by the
Employer, the Trustee, any employee, Participant, beneficiary or any other
person.

      Section 4.10. Accountings. Within 15 days following the close of each
Trust Year, the Trustee shall file with the Employer and the Recordkeeper, and
with each Participant with respect to each Trust Year ending after a Change in
Control, a written statement and accounting setting forth:

            (a) A categorized schedule of the assets and liabilities of the
      Trust Fund, at cost and current value, as of the end of the Trust Year;

            (b) A categorized schedule of the receipts, disbursements and other
      transactions for the Trust Year; and

                                       12
<PAGE>

            (c) A description of all assets purchased and sold during the Trust
      Year.

Such accountings shall be in a form and format usable in preparing and filing
returns and reports with the Internal Revenue Service and in accordance with
generally accepted accounting principles. Upon receipt of written approval of
the accounting from the Employer (or upon the passage of 60 days without written
objections having been delivered to the Trustee) such accounting shall be deemed
to be approved, and the Trustee shall be released and discharged as to all
items, matters and things set forth in such accounting.

      Section 4.11. General Management Powers. Subject to Section 4.03, with
respect to the Trust Fund the Trustee shall have the following powers, rights
and duties in addition to those otherwise vested in the Trustee herein or by
law:

            (a) To sell, exchange, transfer and otherwise deal with the Trust
      Fund in such manner, for such consideration and on such terms and
      conditions as the Trustee shall determine;

            (b) To retain in cash so much of the Trust Fund as the Trustee shall
      from time to time determine and to deposit cash with any depositary;

            (c) To register any securities or other property held by it
      hereunder in its own name or in the name of its nominees with or without
      the addition of words indicating that such securities are held in a
      fiduciary capacity, and to hold any securities in bearer form, but the
      books and records of the Trustee shall at all times show that all such
      investments are part of the Trust Fund;

            (d) To pay all reasonable costs, charges and expenses incurred in
      the administration of the Trust Fund, including fees for reasonable
      services rendered to the Trustee by any person, firm or corporation other
      than the Employer, and all taxes that may be levied or assessed under
      existing or future laws upon or in respect to the Trust or the Trust Fund
      or the income thereof;

            (e) To employ suitable agents and counsel who may be counsel for the
      Employer;

            (f) To credit and distribute the Trust Fund pursuant to the terms of
      the trust agreement;

            (g) To compromise, contest, arbitrate or abandon claims and demands,
      all in the Trustee's discretion;

            (h) To perform any and all other acts which, in the Trustee's
      judgment, are necessary or appropriate for the proper management,
      investment and distribution of the Trust Fund;

            (i) To retain any funds or property subject to any dispute (and
      without liability for the payment of interest) and to refuse to make
      payment or delivery thereof until final adjudication by a court of
      competent jurisdiction;

                                       13
<PAGE>

            (j) To begin, maintain or defend any litigation necessary in
      connection with the administration of this Trust and the Trust Fund;

            (k) To make such deposits (including certificates of deposit) and
      open such number of bank accounts (including interest and noninterest
      bearing accounts) in such bank(s) (including the Trustee, and any bank
      which is an agent of the Trustee or otherwise a fiduciary with respect to
      the Trust) in the name of the Trustee, and to make deposits therein in
      order to facilitate the payment of benefits, as the Trustee shall
      determine. The amounts on deposit in each such account shall constitute a
      part of the Trust Fund until paid out in accordance with the Agreements;

            (l) To maintain accurate records and accounts of all investments,
      receipts, disbursements and other transactions of the Trust Fund and to
      open such records and accounts to the inspection by the Employer and its
      duly authorized representatives during normal business hours of the
      Trustee, and to the Participants and their duly authorized representatives
      following a Change in Control, during normal business hours of the
      Trustee;

            (m) To adopt such rules and regulations for the operation and
      administration of the Trust as the Trustee shall determine to be necessary
      and appropriate and in keeping with the terms and purposes of the Trust;

            (n) To construe and interpret the terms and provisions of this
      Trust, and any such construction or interpretation adopted in good faith
      shall be binding on the Employer, and any employees, dependents and
      beneficiaries, and their successors, assigns, executors, administrators
      and/or legal representatives;

            (o) To withhold any taxes with respect to the property or income of
      the Trust Fund or to withhold any amounts otherwise payable from the Trust
      Fund, and to dispose of any amounts so withheld as determined by the
      Trustee;

            (p) To hold the Trust Fund assets for the benefit of the creditors
      of the Employer and to deliver assets to satisfy such creditor's claims as
      directed by a court of competent jurisdiction pursuant to Section 4.07;
      and

            (q) To do any and all other acts and things necessary, proper or
      advisable to effectuate the purposes of this Trust to the extent the same
      are permissible under applicable laws.

      Section 4.12. [Deliberately left blank.]

      Section 4.13. Liability for Breach of Fiduciary Duty. Except as provided
in Section 4.18(d), the Trustee shall not be liable for any losses to the Trust
Fund resulting from the breach of any of the responsibilities, obligations or
duties imposed upon the Trustee herein or by applicable laws.

      Section 4.14. Consultation and Indemnification.

                                       14
<PAGE>

            (a) The Trustee and the Recordkeeper may consult with counsel, and
      neither the Trustee nor the Recordkeeper shall be deemed imprudent by
      reason of taking or refraining from taking any action in accordance with
      an Opinion of Counsel.

            (b) The Employer hereby indemnifies the Trustee and holds it
      harmless from and against any and all liabilities, obligations, losses,
      damages, penalties, actions, judgments, claims, demands, costs and
      expenses of any kind or nature whatsoever, including, without limitation,
      attorney's fees and disbursements (except those caused by the Trustee's
      gross negligence or willful misconduct) that may be imposed on, incurred
      by or asserted against the Trustee in any way relating to or arising out
      of or in connection with this trust agreement, the acceptance or
      administration by the Trustee of the Trust or the Trust Fund, the exercise
      or performance by the Trustee of any of its powers or duties hereunder and
      any of the transactions contemplated by this trust agreement, including
      (but not limited to) distributions to Participants and upon the
      termination of Trust.

            (c) The Employer hereby indemnifies the Recordkeeper and holds it
      harmless from and against any and all liabilities, obligations, losses,
      damages, penalties, actions, judgments, claims, demands, costs and
      expenses of any kind or nature whatsoever, including, without limitation,
      attorney's fees and disbursements (except those caused by the
      Recordkeeper's gross negligence or willful misconduct) that may be imposed
      on, incurred by or asserted against the Recordkeeper in any way relating
      to or arising out of or in connection with this trust agreement, the
      exercise or performance by the Recordkeeper of any of its powers or duties
      hereunder and any of the transactions contemplated by this trust
      agreement.

            (d) Neither the Trustee nor the Recordkeeper shall be required to
      give any bond or any other security for the faithful performance of their
      respective duties under this trust agreement, except as such may be
      required by any law which prohibits the waiver thereof.

            (e) The Employer shall assume, at its own expense, the defense of
      any action commenced against the Trustee or the Recordkeeper asserting any
      claim which would be covered by the indemnities set forth in this Section
      4.14. The Trustee and the Recordkeeper shall each have the right to employ
      its own counsel in any such action to which it is a party, and the
      reasonable fees and expenses of such counsel shall be borne by the
      Employer.

            (f) The Employer's obligations under this Section 4.14 shall survive
      the termination of this trust agreement and the resignation or removal of
      any Trustee.

      Section 4.15. Resignation and Removal. The Trustee and/or the Recordkeeper
shall resign or be removed and a successor Trustee and/or Recordkeeper appointed
according to the following procedures:

            (a) The Trustee may be removed by the Employer at any time prior to
      a Change in Control, with or without cause, and following a Change in
      Control, with or

                                       15
<PAGE>

      without cause but only with the written consent of the Administrator, upon
      the giving of not less than 31 days prior written notice. The Trustee may
      resign upon the giving of not less than 31 days prior written notice to
      the Employer and, after a Change in Control, all Participants. No
      resignation or removal of the Trustee pursuant to this Section 4.15 shall
      become effective until the acceptance of appointment by the successor
      Trustee.

            (b) Prior to a Change in Control the Employer shall fill a vacancy
      in the office of Trustee as soon as practicable by a written instrument
      filed with the person(s) appointed to fill the vacancy, which person(s)
      must be a financial institution that is independent of the Employer, and a
      copy to the predecessor Trustee and the Recordkeeper. Following a Change
      in Control, the Employer shall be entitled to fill a vacancy in the office
      of Trustee, but only with the consent and approval of the Administrator,
      as evidenced in a written instrument filed with the person(s) appointed to
      fill the vacancy which person(s) must be a financial institution that is
      independent of the Employer. If the vacancy in the office of Trustee has
      not been filled within 20 days following the Trustee's resignation or
      removal, the Trustee shall have the right to petition a court of competent
      jurisdiction to appoint a successor Trustee.

            (c) The appointment of a successor Trustee shall take effect upon
      delivery to the Trustee of a written appointment of such successor
      Trustee, duly executed by the Employer, the Administrator (if after a
      Change in Control), or the predecessor Trustee as the case may be, and a
      written acceptance by such successor Trustee, duly executed thereby.
      Except as described in the preceding sentence, a successor Trustee shall
      succeed to the title to the assets in the Trust Fund without the signing
      or filing of any document and the rights and obligations of the Trustee
      under each Letter of Credit shall automatically become the rights and
      obligations of the successor Trustee, and the Trustee shall have no
      further rights, duties, obligations or liabilities with respect to any
      Letter of Credit. The resigning or removed Trustee shall execute all
      documents and do all acts reasonably necessary to vest such title of
      record in the successor Trustee. A successor Trustee shall have all of the
      powers conferred by this trust agreement as if originally named Trustee.

            (d) Within 60 days after transfer of the assets in the Trust Fund,
      the resigning or removed Trustee shall render to the Employer a statement
      and accounting in the form and manner prescribed by Section 4.10. Unless
      the Employer shall, within 60 days after receipt of such accounting,
      object in writing delivered to such Trustee, such accounting shall be
      deemed approved, and the Trustee shall be released and discharged as to
      all items, matters and things set forth in such accounting.

            (e) A successor Trustee shall not be liable or responsible for any
      acts or defaults of a predecessor Trustee or co-Trustee, or for any losses
      or expenses resulting from or occasioned by anything done or neglected to
      be done in the administration of the Trust Fund or Trust prior to its
      appointment as Trustee, nor shall it be required to inquire into or take
      notice of the prior administration of the Trust Fund or Trust.

            (f) The Recordkeeper may be removed by the Employer at any time
      prior to a Change in Control, with or without cause, and following a
      Change in Control, with or

                                       16
<PAGE>

      without cause but only with the written consent of the Administrator, upon
      the giving of not less than 31 days prior written notice to the
      Recordkeeper, with a copy to the Trustee. The Recordkeeper may resign on
      the giving of not less than 31 days prior written notice to the Trustee,
      the Employer and, after a Change in Control, all Participants. No
      resignation or removal of the Recordkeeper pursuant to this Section 4.15
      shall become effective until the acceptance of appointment by the
      successor Recordkeeper.

            (g) Prior to a Change in Control, the Employer shall fill a vacancy
      in the office of Recordkeeper as soon as practicable by a written
      instrument filed with the person(s) appointed to fill the vacancy, which
      person(s) must be independent from the Employer and must be a certified
      consulting actuary or firm of actuaries or certified public accountant or
      firm of certified public accountants, and a copy to the predecessor
      Recordkeeper and the Trustee. Following a Change in Control, the Employer
      shall be entitled to fill a vacancy in the office of Recordkeeper, but
      only with the consent and approval of the Administrator, as evidenced in a
      written instrument filed with the person(s) appointed to fill the vacancy,
      which person(s) must be independent from the Employer and must be a
      certified consulting actuary or firm of actuaries or certified public
      accountant or firm of certified public accountants. If the vacancy in the
      office of Recordkeeper has not been filled within 20 days following the
      Recordkeeper's resignation or removal, the Trustee shall have the right to
      appoint a successor Recordkeeper. The appointment of a successor
      Recordkeeper shall take effect upon delivery to the Recordkeeper, with a
      copy to the Trustee, Employer and, after a Change in Control, all
      Participants, of a written appointment of such successor Recordkeeper,
      duly executed by the Employer, the Administrator (if after a Change in
      Control) or the Trustee, as the case may be, and a written acceptance by
      such successor Recordkeeper, duly executed thereby. As soon as practicable
      after the Recordkeeper has resigned or has been removed hereunder, it
      shall deliver to the successor Recordkeeper all reports, records,
      documents and other written information in its possession regarding the
      Agreements, the Trust Fund and the Participants, and thereupon shall be
      entitled to all unpaid fees, compensation and reimbursements to which it
      is entitled under this Trust and shall be relieved of all responsibilities
      and duties under this Trust.

            (h) If the Trustee consolidates, merges or converts into, or
      transfers all or substantially all its trust business or assets to another
      corporation, the resulting, surviving or transferee corporation without
      any further act shall be the successor Trustee.

      Section 4.16. Duties of the Recordkeeper. Within 10 days following the
close of each Trust Year ending after a Change in Control, the Recordkeeper
shall file with the Employer and the Trustee a written statement setting forth
for each Participant his or her Value of Accrued Benefits as of the last day of
such Trust Year. In the event the Employer fails to provide the Recordkeeper
with the information necessary to prepare such written statement, the
Recordkeeper shall file the written statement based on a good faith estimate of
the Value of Accrued Benefits. In addition, the Recordkeeper shall maintain or
cause to be maintained all the Participant records required by this Trust and
shall perform such other duties and responsibilities necessary or advisable to
achieve the objectives of this Trust. Following a Change in Control, the
Recordkeeper shall prepare and distribute to the Employer and Participants,
Participant statements which shall include income tax information, if that
information is supplied to the

                                       17
<PAGE>

Recordkeeper by the Employer, or its delegate, with respect to payments to
Participants. In the event that the Employer refuses or neglects to provide
updated Participant information, as contemplated herein, the Recordkeeper shall
be entitled to rely on the most recent information furnished to it by the
Employer. The Recordkeeper shall have no responsibility to verify information
provided to it by the Employer; provided, however, no information provided by
the Employer following a Change in Control shall reduce any benefit to which a
Participant was entitled under his or her Agreement or this Trust as of the
Change in Control.

      Section 4.17. Determinations by the Trustee; Notices. Within 21 days
following receipt by the Trustee of written notice from any Participant that
such Participant believes a Potential Change in Control or a Change in Control
has taken place, the Trustee shall determine if a Potential Change in Control or
a Change in Control has in fact occurred, in accordance with the definitions of
such terms. Within 5 days of making the foregoing determination the Trustee
shall give written notice of its determination to the Employer, Recordkeeper and
all Participants, which notice shall attach a complete copy of any Opinion of
Counsel rendered to the Trustee with regard to the foregoing and a complete copy
of the notice to the Trustee alleging that a Change in Control has occurred.

      Section 4.18. Rights of Trustee.

            (a) The Trustee may rely on any document believed by it to be
      genuine and to have been signed or presented by the proper person.

            (b) Before the Trustee acts or refrains from acting, and in making
      any determination with respect to a Change in Control, the Value of the
      Trust Fund or any other determination hereunder (including but not limited
      to determinations of the validity of consents of the Administrator), the
      Trustee may require and rely on an Expert's Certificate or an Opinion of
      Counsel or both covering such matters as the Trustee may reasonably
      require. The Trustee shall not be liable for any action it takes or omits
      to take in good faith in reliance on the Expert's Certificate or Opinion
      of Counsel or with the consent of the Administrator.

            (c) The Trustee may act through agents and Experts and shall not be
      responsible for the misconduct or negligence of any agent or Expert
      appointed and retained with due care or with the consent of the Employer
      or the Administrator.

            (d) The Trustee shall not be liable for any action it takes or omits
      to take in good faith which it believes to be authorized or within its
      rights or powers, provided that the Trustee's conduct does not constitute
      gross negligence or willful misconduct. The Trustee shall be liable for
      any action it takes or omits to take and which constitutes gross
      negligence or willful misconduct.

            (e) No provision of this trust agreement shall require the Trustee
      to expend or risk its own funds or otherwise incur any financial liability
      in the performance of any of its duties hereunder, or in the exercise of
      any of its rights or powers, if it shall have reasonable grounds for
      believing that repayment of such funds or adequate indemnity against such
      risk or liability is not reasonably assured to it.

                                       18
<PAGE>

      Section 4.19. Priority of Distribution and Liquidation of Trust Assets.
Whenever Trust assets are required to be distributed pursuant to this trust
agreement, the Trustee shall pay such distributions with cash on hand, if any.
To the extent cash on hand (not including the Retention Amount) is not
sufficient to pay such distributions, the Trustee shall pay distributions in the
following priority: (a) liquidate investments described in Section 4.03 and (b)
draw on any Letter of Credit held by the Trust to the extent necessary to pay
the required distribution.

                                    ARTICLE V

                        GENERAL ADMINISTRATIVE PROVISIONS

      Section 5.01. Exchange of Information by the Employer and the Trustee. The
Trustee shall furnish to or on the order of the Employer whatever information
relating to the Trust Fund is necessary for the performance by the Employer of
its functions with respect to the Agreements or this Trust. The Employer shall
furnish to or on the order of the Trustee whatever information relating to the
Trust Fund and Participants is necessary for the performance by the Trustee of
its functions hereunder. The Employer and Trustee may each rely and act upon
information so furnished without further inquiry.

      Section 5.02. Information to the Recordkeeper and Trustee. The Employer
shall provide the Recordkeeper with certified copies of the Agreements and all
amendments thereto, and the resolutions or other actions of the Employer
approving the Agreements and all amendments thereto, promptly upon their
adoption and all information necessary to determine the benefits payable to or
with respect to each Participant. The Employer shall regularly, at least
annually, or promptly on the request of the Recordkeeper, furnish revised
updated information to the Recordkeeper. In addition, promptly after the last
day of each calendar year quarter the Employer agrees to notify the Trustee and
Recordkeeper as to those persons who are then Participants, which notice shall
specify the name, address and social security number of such persons. The
Trustee shall be entitled to rely on the latest available written notice from
the Employer regarding such information. The Employer shall be responsible for
keeping accurate books and records with respect to the employees of the
Employer, their compensation and their rights and interests in the Trust Fund
and under the Agreements.

      Section 5.03. Mistake of Fact. Any misstatement or any other mistake of
fact in any certificate, notice or other document filed with the Employer, the
Recordkeeper or the Trustee shall be corrected when it becomes known and proper
adjustment shall be made by reason thereof; provided, however, the Trustee shall
offset any overpayment to any Participant against future payments to such
Participant but shall have no obligation to seek reimbursement from any
Participant or other person to whom the Trustee has disbursed amounts from the
Trust Fund pursuant to any such certificate, notice or other document.

      Section 5.04. Taxes. The Employer may from time to time pay taxes of any
and all kinds whatsoever which at any time are levied or assessed upon or become
payable in respect of the Trust Fund, the income therefrom or any property
forming a part thereof, or any purchase, sale, collateral security or other
transaction pertaining thereto. To the extent that any taxes levied or assessed
upon the Trust Fund or in respect of such income, property or transaction are
not paid by the Employer, the Trustee shall pay such taxes out of the Trust Fund
and the

                                       19
<PAGE>

Employer shall reimburse the Trustee for any amounts so paid. The Trustee shall,
at the Employer's expense, contest the validity of such taxes in any manner
deemed appropriate by the Employer or its counsel, but only if the Trustee has
received an indemnity bond or other security satisfactory to it to pay all of
its fees and expenses with respect to such contest; provided, however, the
Trustee shall have no obligation to contest if it receives an Opinion of Counsel
to the effect that there is no reasonable basis in law or fact for such contest.
Alternatively, the Employer may itself contest the validity of any such taxes.

      Section 5.05. Investment Company Act. Notwithstanding any other provision
of this trust agreement, the Employer and the Trustee agree that in the event
the Trust may be deemed to be an "investment company" as defined under the
Investment Company Act of 1940, as amended (the "Investment Company Act"), they
shall use their best efforts to take such action as shall be necessary so that
either (i) the Trust will qualify for an exemption from the provisions of the
Investment Company Act or (ii) the Trust will not be deemed to be such an
investment company.

      Section 5.06. Administrator. For purposes of this Agreement, the term
"Administrator" shall refer to a committee comprised of not more than five
individuals who may, but need not be Participants. The initial members of the
Administrator shall be identified on Exhibit "D." Any member of the
Administrator may resign after providing not less than 30 days' notice in
writing to the other members of the Administrator and to the Trustee. In the
event of the resignation, death or incapacity of a member of the Administrator,
the remaining members may (but need not) designate a replacement member, who
shall become a member upon accepting such designation in writing. Except as
otherwise expressly provided herein, the Administrator shall be considered to
have provided its consent to or approval of a proposed action or decision under
the terms of this Agreement when a majority of the members of the Administrator
so indicate in writing to the Trustee. The Trustee shall be entitled to rely on
the certification by the Recordkeeper, if so requested by the Trustee, as to the
individuals who comprise the members of the Administrator from time to time.

                                   ARTICLE VI

                            AMENDMENT AND TERMINATION

      Section 6.01. Right to Amend. Prior to the time when the Trust shall
become irrevocable as provided in Section 6.02, this trust agreement may be
amended by an instrument in writing, duly executed by the Employer and delivered
to the Trustee, which instrument shall certify to the Trustee that the Trust has
not become irrevocable. When the Trust shall become irrevocable as provided in
Section 6.02, this trust agreement may not thereafter be amended in whole or
part by the Employer; provided, however, that this trust agreement may
nonetheless be amended by an instrument in writing, duly executed by the
Employer, and delivered to the Trustee and all Participants only (a) with the
express written consent of the Administrator on the date of such amendment, (b)
as necessary to obtain a favorable ruling from the Internal Revenue Service with
respect to the tax consequences of the establishment or settlement of the Trust
as a grantor trust within the meaning of Section 671 of the Code or (c) as
necessary to prevent the Trust from being deemed an "investment company" as
defined under the Investment Company Act or to ensure that the Trust qualifies
for an exemption from the provisions of such act.

                                       20
<PAGE>

Provided, that the duties, powers and liabilities of the Trustee shall not be
increased without the Trustee's written consent, and, provided further, that the
amount or time for payment of any benefit hereunder to any Participant may not
be reduced or adversely affected without the written consent of the affected
Participant.

      Section 6.02. Termination of Trust and Reversion of Assets. Upon the
occurrence of a Change in Control, the Trust shall automatically be and become
irrevocable without any further act or deed by any person or entity; provided
that the Trust shall nonetheless terminate upon the earliest of (a) the payment
of all amounts due Participants under the Agreements, as determined by the
Recordkeeper, and (b) the Administrator provides its express written consent to
the termination of the Trust. At any time prior to a Change in Control the Trust
may be revoked by the Employer by an instrument in writing delivered to the
Trustee and accompanied by an Opinion of Counsel stating that the Trust is
revocable and that a Change in Control has not occurred. The foregoing to the
contrary notwithstanding, if the Trustee has received notice, pursuant to
Section 3.05 or Section 4.16, that a Change in Control may have occurred, the
Trust may not be revoked until the Trustee has determined that a Change in
Control has not occurred. Upon revocation of the Trust, any and all assets
remaining in the Trust Fund after payment of the Trustee's and Recordkeeper's
compensation and other expenses of the Trust, shall revert to the Employer and
the Trustee shall promptly transfer any such assets to the Employer. Upon
termination of the Trust other than by revocation, the Trustee shall pay all
amounts due Participants under the Agreements, as determined by the
Recordkeeper, and any and all assets remaining in the Trust Fund after payment
of the Trustee's and Recordkeeper's compensation and other expenses of the
Trust, shall revert to the Employer and the Trustee shall promptly transfer any
such assets to the Employer. Upon termination of the Trust for whatever reason
the Trustee shall prepare and file a final statement and accounting with the
Employer and all necessary returns, statements, forms and reports as may be
required of the Trustee by law. Upon receipt of written approval of the
accounting from the Employer (or upon the passage of 60 days without written
objections having been delivered to the Trustee) such accounting shall be deemed
approved, and the Trustee shall be released and discharged as to all items,
matters and things set forth in such accounting.

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

      Section 7.01. Entire Agreement. This trust agreement constitutes the
entire understanding and agreement between the parties and supersedes all prior
agreements, representations and understandings relating to the subject matter
hereof.

      Section 7.02. Successors. This trust agreement shall be binding upon all
persons entitled to benefits under the Agreements and their respective heirs and
personal representatives, upon the Employer, its successors and assigns, and
upon the Trustee and its successors.

      Section 7.03. Headings. The headings used in this trust agreement are
inserted for reference purposes only and shall not be deemed to limit or affect
in any way the meaning or interpretation of any of the terms or provisions of
this trust agreement.

                                       21
<PAGE>

      Section 7.04. Controlling Law. Except to the extent superseded by the laws
of the United States of America, the laws of the State of Idaho (other than the
choice of law principles thereof) shall govern all questions arising with
respect to this trust agreement and the interpretation and validity of its
provisions.

      Section 7.05. Third-Party Inquiries. No person dealing with the Trustee
shall be obliged to see to the application of any money paid or property
delivered to the Trustee, or as to whether or not the Trustee has acted pursuant
to any authorization required or set forth in this trust agreement.

      Section 7.06. Courts; Arbitration. The Employer agrees that by the
establishment of this Trust it hereby foregoes any judicial review of
certification by the Recordkeeper as to the benefit payable to any person
hereunder. If a dispute arises as to the amounts or timing of any such benefits
or the persons entitled thereto under the Agreements or this Trust, the Employer
agrees that such dispute shall be resolved by binding arbitration proceedings
initiated in accordance with the rules of the American Arbitration Association
and that the results of such proceedings shall be conclusive and shall not be
subject to judicial review. It is expressly understood and agreed that pending a
resolution of any such dispute, payment of benefits shall be made and continued
by the Trustee in accordance with the certification by the Recordkeeper and that
the Trustee and the Recordkeeper shall have no liability with respect to such
payments. The Employer agrees to pay the entire cost of any arbitration or legal
proceeding, including the legal fees of the Trustee, the Recordkeeper and the
Participant regardless of the outcome of any such proceeding or the party which
initiated any such proceeding, and until so paid the expenses thereof shall be a
charge on and lien against the Trust Fund. The Employer agrees to pay the
foregoing costs as such costs are incurred, but not more frequently than on a
monthly basis. Nothing in this Section shall be construed to in any way limit
any right or remedy a Participant may have under an Agreement.

      Section 7.07. Addresses For Communications. All communications,
directions, notices and requests required or permitted to be given hereunder
shall be in writing and shall be given to the following:

      If to Employer, to:      Albertson's, Inc.
                               250 Parkcenter Blvd.
                               Boise, Idaho 83726
                               Attention: Corporate Secretary

      If to Trustee, to:       Atlantic Trust Company, N.A.
                               50 Rockefeller Plaza, 15th Floor
                               New York, New York 10020
                               Attention: Chief Fiduciary Officer - NY Office

                               and

                               Hughes, Hubbard and Reed LLP
                               One Battery Park Plaza

                                       22
<PAGE>

                                   New York, New York  10004-1482
                                   Attention:  Ralph J. Kreitzman, Esq.

         If to Recordkeeper, to:   M Benefit Solutions
                                   1125 NW Couch Street, Suite 900
                                   Portland, Oregon 97209
                                   Attention: David J. Taylor (or his successor
                                            regarding Albertson's, Inc.)

If to a Participant, to the last known address of the Participant on the books
and records of the Employer, the Trustee or the Recordkeeper; provided, however,
the Trustee shall be entitled to rely on the latest available written notice
from the Employer regarding the names and addresses of such person.

Either the Employer, the Recordkeeper or the Trustee shall have the right to
specify in writing in the manner above provided, another address to which
subsequent communications, directions, notices and requests to such party shall
be given. Any communications, directions, notices and requests given hereunder
shall be deemed to have been given as of the date received in writing by the
party to whom given.

      Section 7.08. Waiver of Notice. Any notice required by this trust
agreement may be waived by the person entitled thereto.

      Section 7.09. Accounting Period. The annual accounting period for this
Trust shall be the Trust Year.

      Section 7.10. Interest in the Trust Fund. No employee of the Employer and
no dependent or personal representative of an employee of the Employer or person
claiming through such an employee shall have any right, title or interest in the
Trust or Trust Fund at any time prior to satisfaction of all conditions to a
right to payment to such person from the Trust pursuant to the terms of an
Agreement and the Trust. No benefit, right or interest, if any exists, is
transferable or assignable by any employee or dependent and any attempt to
effect a transfer or assignment is void. No portion of the Trust Fund shall be
subject to attachment, garnishment, levy of execution, bankruptcy proceedings or
other legal process of any creditor of any of the Participants. Notwithstanding
any other provision of this Trust to the contrary, the Trust Fund shall at all
times remain subject to claims of creditors of the Employer in the event the
Employer is adjudicated to be bankrupt or insolvent as provided herein.

      Section 7.11. Counterparts. This trust agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
of which shall together constitute only one agreement.

                                       23
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this trust agreement
to be executed the day and year first above written.

                                       EMPLOYER:

                                       ALBERTSON'S, INC.

                                       By: /s/ John R. Sims
                                           -------------------------------------
                                       Its:Executive Vice President & General
                                           Counsel

                                       TRUSTEE:

                                       ATLANTIC TRUST COMPANY, N.A.

                                       By: /s/ Illegible
                                           -------------------------------------
                                       Its: Senior Vice President

                                       RECORDKEEPER:

                                       MANAGEMENT COMPENSATION GROUP,
                                       NORTHWEST, LLC

                                       By: /s/ David J. Taylor
                                           -------------------------------------
                                       Its: Senior Vice President

                                       24
<PAGE>

                                   EXHIBIT "A"

                      FORM OF IRREVOCABLE LETTER OF CREDIT

                                                              [Date of Issuance]

Atlantic Trust Company, N.A., as Trustee
[Address]

Attention: [ ]

Ladies and Gentlemen:

      At the request and for the account of Albertson's, Inc., a Delaware
corporation ("Albertson's"), we hereby establish in your favor (and in favor of
your successors, the terms "you" and "yours" referring to you and any
successor), as Trustee under the Albertson's, Inc. Change in Control Severance
Benefit Trust established pursuant to the trust agreement between Albertson's,
Management Compensation Group, Northwest, LLC, a Delaware limited liability
company, and Atlantic Trust Company, N.A., dated [    ] (the "Trust Agreement"),
this Irrevocable Letter of Credit No. [        ] in the amount of U.S. $[ ] (the
"Maximum Amount"). This Letter of Credit is effective immediately and shall
expire at the close of banking business at our office at [address] on
[expiration date] unless terminated earlier, or extended, in either case in
accordance with the provisions hereof. The amount of this Letter of Credit will
be reduced from time to time as hereinafter provided.

      Funds under this Letter of Credit are available to you, in multiple,
partial drawings or as a single lump sum drawing hereunder, against delivery to
us of the following documents presented (which presentation may be made by
facsimile transmission) on a Business Day (as hereinafter defined) at our letter
of credit department at [insert address] or at [insert telecopier number], to
the specific attention of [ ] or at any other office or telecopier number which
may be designated by us by written notice delivered to you:

      l. A sight draft in the form of Annex I hereto, appropriately completed
and drawn on us bearing the number of this Letter of Credit and in an amount not
in excess of the Maximum Amount, less the amount of any sight draft previously
presented under this Letter of Credit.

      2. Your signed certificate in the form of Annex II, appropriately
completed.

      3. A copy of this Letter of Credit.

      For purposes of this Letter of Credit, the term "Business Day" shall mean
a day on which our letter of credit department specified above as the place for
presentation of documents hereunder is open for business.

      This Letter of Credit shall be payable at sight on first demand without
prior notice being given to Albertson's by either you or us. Payment of any
sight draft shall be made in immediately available funds at or before the close
of business on the Business Day next

                                       A-1
<PAGE>

following the day of your presentation of documents, if such presentation is
made prior to 2:00 p.m., New York City time, on any Business Day.

      The amount available under this Letter of Credit shall be automatically
reduced by the amount of each draft paid hereunder (effective on the date of
payment of such draft).

      Upon the earlier to occur of any one of the following events: (i) the
surrender to us by you of this Letter of Credit for cancellation, and (ii) the
expiration date stated in the initial paragraph hereof, this Letter of Credit
shall automatically expire.

      Communications with respect to this Letter of Credit shall be addressed to
us at [address], specifically referring to the number of this Letter of Credit.

      We hereby agree that drafts drawn and presented in compliance with this
Letter of Credit will be paid in accordance with the terms hereof.

      It is a condition of this Letter of Credit that it will be automatically
extended for periods of one year from the then relevant expiry date, unless
sixty (60) days prior to that relevant expiry date we notify you by registered
mail, return receipt requested, that we elect not to extend this Letter of
Credit for any additional period.

      We hereby agree that all notices to you under this Letter of Credit will
be sent to you by registered mail, return receipt requested, at the address
noted above, or such other address as from time to time specified by you in
writing.

      To the extent not inconsistent with the express terms hereof, this Letter
of Credit shall be governed by, and construed in accordance with, the terms of
the Uniform Customs and Practices for Documentary Credits (1993 Revision)
International Chamber of Commerce, Publication No. 500 (the "UCP"). This Letter
of Credit shall be deemed to be issued under the laws of the State of [State]
(including the Uniform Commercial Code as in effect in said State), and as to
matters not governed by the UCP, shall be governed by, and construed in
accordance with, the laws of the State of [State].

                                                 Very truly yours,
                                                 [Name of Bank]

                                                 By:____________________________
                                                     Vice President
                                       A-2
<PAGE>

                                     ANNEX I

                                   SIGHT DRAFT

                                                                          [Date]

      For Value Received, pay on demand (by wire transfer in same day funds) to
Account No. [insert number of account to which payment is to be made and name
and address of bank] [       ] United States Dollars ($[       ]).

      Charge to Account of (name of account party] Irrevocable Letter of Credit
No. [        ]

To:  [Name of Bank]
     [Address]
      Attention: [        ],
            Letter of Credit Operations

                                    [Name of beneficiary under above-captioned
                                     Letter of Credit]

                                    By:_________________________________________
                                    Title: [Authorized Officer]

                                     ANNEX-I
<PAGE>

                                    ANNEX II

                                   CERTIFICATE

      The undersigned hereby certifies to [ ], with reference to the Irrevocable
Letter of Credit No. [ ] (the "Letter of Credit") in favor of Atlantic Trust
Company, N.A., as trustee (the "Trustee"), as follows (capitalized terms not
otherwise defined in this Certificate shall have the meanings given them in the
Letter of Credit):

      1. The person signing this Certificate on behalf of the Trustee is a duly
authorized representative or Attorney-in-Fact or an officer of the Trustee duly
authorized to execute this Certificate.

      2. The amount of the sight draft presented with this Certificate does not
exceed the Maximum Amount under paragraph 1 of the Letter of Credit and is
authorized by the Trust Agreement.

                                      Atlantic Trust Company, N.A., as Trustee

                                      By________________________________________
                                        Authorized Officer, or Attorney-in-Fact

                                    ANNEX-II
<PAGE>

                                   EXHIBIT "C"

                       FORM OF CERTIFICATE TO THE TRUSTEE

                                   CERTIFICATE

                                                                          [Date]

To: [Name and Address of the Trustee]

Ladies and Gentlemen:

      l. The undersigned, a duly authorized officer of [Recordkeeper] (in such
capacity, the "Recordkeeper"), as Recordkeeper under that certain Albertson's,
Inc. Change in Control Severance Benefit Trust Agreement (as amended to date,
the "Trust Agreement"), dated the ___ day of _________, 2004, between
Albertson's, Inc., Atlantic Trust Company, N.A., as trustee, and Management
Compensation Group, Northwest, LLC as recordkeeper, HEREBY CERTIFIES as follows
with respect to Section 4.05(a) of the Trust.

      2. Benefits have become payable under an Agreement, as defined in the
Trust Agreement.

      3. The name, address and social security number of the recipient of such
benefits are as follows:

            Name:
            Address:
            Social Security Number:

      4. The amount and terms of payment of such benefits are as follows:

            Amount:
            Terms of Payment: [Specify payment dates, number of payments, and
            any other relevant information]

      IN WITNESS WHEREOF, the undersigned has executed this Certificate this [ ]
day of [       ], [ ].

                                          [Recordkeeper]

                                          By:___________________________________
                                             Name:
                                             Title:

                                       C-1
<PAGE>

                                   EXHIBIT "D"

                      LIST OF MEMBERS OF THE ADMINISTRATOR

       1. Kathy Herbert

       2. Felicia Thornton

       3. Kevin Tripp

                                       D-1