EXHIBIT 10.38



               ALBERTSON'S VOLUNTARY SEPARATION PLAN FOR OFFICERS
                             EFFECTIVE JULY 18, 2001


                               SECTION 1--PURPOSE

     The  purpose of the  Albertson's  Voluntary  Separation  Plan for  Officers
("Plan")  is  to  provide  separation  pay  to  certain  full-time  officers  of
Albertson's, Inc. and its subsidiaries (collectively the "Company") who elect to
voluntarily  terminate  employment in connection with the Company's cost control
initiatives,  during the period from July 18,  2001 to August 2, 2001.  The Plan
will terminate on December 31, 2001.  When the employment of such officers is so
terminated, the employment relationship shall be completely severed and affected
officers  shall have no current or future  right to  employment  on a full-time,
part-time, per diem or other basis.

     The Plan is intended to be an "employee  welfare benefit plan" as that term
is defined in Section 3(1) of the  Employee  Retirement  Income  Security Act of
1974,  as amended.  Separation  benefits  for  officers for this period shall be
determined  exclusively  under  this Plan  except  as  otherwise  provided  in a
separate  written  agreement.  All  of  the  corporate  policies  and  practices
regarding  separation,  or similar  payments upon employment  termination,  with
respect to officers eligible to participate herein are hereby superseded by this
Plan.  Benefits under this Plan are in no way contingent upon  retirement  under
any Company retirement plan.


                             SECTION 2--DEFINITIONS

     The following  capitalized  terms shall have the meanings set forth in this
Section 2 unless the context clearly indicates otherwise:

     2.1  Administrator means the Company or its delegees.

     2.2  Company means Albertson's, Inc. and its wholly-owned subsidiaries.

     2.3  Effective Date means July 18, 2001.

     2.4  ERISA means the Employee  Retirement  Income  Security Act of 1974, as
          amended.

     2.5  Officer  means any  active,  full-time  officer of the  Company who is
          listed as an Officer  on  Exhibit C hereto  who has been  continuously
          employed by the  Company for at least  twenty full Years of Service as
          of December 31, 2001. An Officer who is on a Company-approved leave is
          considered  "active" if the leave  commenced after May 1, 2001 and the
          Officer is properly  and actively at work at any time between July 18,
          2001 and August 2, 2001.  For  purposes  of this Plan,  "Officer,"  as
          defined in Exhibit C excludes  any  individual  who has an  individual
          employment or severance agreement with the Company.

                                       1
<PAGE>


     2.6  Participant  means an Officer who during the period from July 18, 2001
          to  August  2,  2001  submits a  completed  and  signed  participation
          election  (see  Exhibit A) to the  Company  and who is accepted by the
          Company as a Participant.

     2.7  Pay or Base Pay means the  Officer's  regular  base salary on the date
          that  such  Officer  submits  the  appropriate   form  to  voluntarily
          terminate  his or her  termination  of  employment  with the  Company,
          excluding all extra pay such as premiums, bonuses, commissions, living
          or other allowance. Base Pay will not be increased or decreased during
          the period between the date that such Officer  submits the appropriate
          form to voluntarily  terminate his or her employment  with the Company
          pursuant to this Plan and his or her Separation Date.

     2.8  Plan means the  Albertson's  Voluntary  Separation  Plan for Officers.

     2.9  Plan Year means the period from July 18,  2001  through  December  31,
          2001.

     2.10 Release   Agreement   means  the  Separation   Agreement  and  Release
          substantially  in the form  attached  hereto as Exhibit B which  shall
          include a general  release given by the Participant to the Company and
          other matters stated  therein.  The Release  Agreement  shall bind the
          Participant and the Company

     2.11 Separation  Date  means  the  date  established  by the  Company  as a
          Participant's last day of employment.

     2.12 Years of Service  shall mean the  completed  12-month  periods  during
          which an Officer  has been  employed  by the  Company on a  continuous
          basis measured from the Officer's most recent hire date or rehire date
          (not an adjusted or reinstated hire date).


                       SECTION 3--ELIGIBILITY AND PAYMENT

     3.1  An Officer who  desires to become a  Participant  must submit  between
          July 18 and August 2, 2001 a form provided by the Company  pursuant to
          which he or she elects to voluntarily  terminate his or her employment
          with the Company  pursuant to this Plan. The Company's Vice President,
          Human Resources  Administration  shall review the form with respect to
          the Plan's  eligibility  criteria  and shall  approve the  election to
          participate if the  eligibility  criteria are met. Each  Participant's
          Separation  Date shall be established by Company  management and shall
          be no later than November 2, 2001; provided, however, that the Company
          reserves  the right to delay a  Participant's  Separation  Date beyond
          November 2, 2001.

     3.2  A  Participant  shall be entitled to the  separation  pay set forth in
          Section 4 hereof, if:

          (a)  the Officer returns a completed and executed Release Agreement to
               the Vice President,  Human Resources  Administration  (fax number
               208-395-4844)  within the time  period  specified  in the Release
               Agreement after such person's Separation Date; and,

volsepplan-ofcrs(final7-13-2001)-Exh10-38                          June 15, 2001
<PAGE>

          (b)  the  Officer  is  not  and  does  not  become  disqualified  from
               receiving separation pay pursuant to Section 3.3 hereof.

     3.3  A Participant shall not be entitled to the separation pay set forth in
          Section 4 hereof, if:

          (a)  the Officer  fails to return a signed  Release  Agreement  to the
               Company  within the time period  specified  by the Company  after
               that person's Separation Date; or

          (b)  the Officer (i) terminates his or her  employment,  (ii) fails to
               show up and  attend  work  prior  to his or her  Separation  Date
               and/or (iii) fails to  adequately  perform his or her  employment
               duties as  determined by the Company in its sole  discretion.  An
               Officer who terminates before the Separation Date is not eligible
               to receive any benefit under this Plan; or

          (c)  prior  to  the  Separation  Date,  the  Company   terminates  the
               employment of the Officer and either (i) separation is the result
               of actions by the Officer which,  as determined by the Company in
               its sole  discretion,  would  normally  result in  termination or
               discharge,  or (ii) the Company determines after such termination
               that the Officer had  engaged in conduct  that was  significantly
               detrimental  to  the  Company,  in  clear  violation  of  Company
               policies  or  procedures,  or  that  resulted  in a  cost  to the
               Company,  and that would result in  termination  or discharge had
               such conduct been known to the Company prior to such termination.

     3.4  Prior to the date the  Participant's  employment with the Company will
          terminate,  such Participant will receive a Release Agreement.  If the
          Participant  accepts  and  agrees  to  his or  her  separation  pay as
          determined,  he or she shall execute the Release  Agreement and return
          it to the Vice President,  Human Resources  Administration  within the
          time period  specified by the Company  following his or her Separation
          Date. Such Release Agreement must be timely and appropriately executed
          by its terms for  Participants  to qualify for  payments  and benefits
          under Section 4.


                 SECTION 4--AMOUNT AND PAYMENT OF SEPARATION PAY

     4.1  A  Participant's  separation  pay  under  this  Section 4 shall be the
          number of weeks of Pay set forth in the  following  schedule  based on
          such  Participant's  status  and his or her  number  of full  Years of
          Service and shall be paid in one lump sum as soon as practicable after
          the  Participant's  Separation  Date with the  Company or such  longer
          period as may be required by the Release Agreement. Amounts to be paid
          are based on the Officer's  Years of Service and employment  status as
          follows:

          In the case of  Participants  who have (1) 20-24 Years of Service,  51
          weeks' Pay, (2) 25-29 Years of Service, 55 weeks' Pay, (3) 30-34 Years
          of Service,  59 weeks' Pay, and (4) more than 35 Years of Service,  63
          weeks' Pay. In addition, Participants receive 100 percent target bonus
          prorated  based on the  number of weeks  actually  worked  during  the
          fiscal year since the  beginning of the most recent bonus  eligibility
          period plus 100 percent target bonus prorated based on 39 weeks.

                                       3
<PAGE>

          Employment  taxes shall be withheld from all  separation  payments but
          voluntary  deductions  shall not be allowed.  In addition,  any amount
          payable under this paragraph  shall be reduced (but not below zero) by
          any  payment  made as required by  government-mandated  programs  that
          require  payment  of wages and  fringe  benefits  in lieu of notice of
          closing, layoffs or termination of employment.

     4.2  In addition to the separation  payment  described  above,  the Company
          will also offer additional benefits to all Participants as follows.

          (a)  Participants  shall have the right to continue medical and dental
               benefits under the  continuation  health  coverage  provisions of
               Title X of the Consolidated Omnibus Budget  Reconciliation Act of
               1986  (COBRA)  after his or her  Separation  Date,  if  otherwise
               eligible, or may enroll in the Retiree Health Plan. To the extent
               that the  Participant is eligible for and elects COBRA  coverage,
               the Company  shall cover the premiums or cost of such coverage on
               a  monthly  basis  for the  lesser  of (1) the  first 6 months of
               coverage,  or  (2)  until  Participant  no  longer  qualifies  to
               participate.  At  the  end of the  Officer's  Company-paid  COBRA
               coverage,   the  Officer  may  continue  COBRA  coverage  at  the
               Officer's  expense or may elect to  participate  in the Company's
               self-pay retiree health care plan. Alternatively, the Officer may
               elect the  self-pay  retiree  coverage at the end of the 18-month
               COBRA period.  In no event shall any Participant be entitled to a
               cash payment in lieu of health coverage.

          (b)  Participants  shall be paid for normal  termination  vacation and
               any other  earned pay  pursuant  to existing  Company  policy and
               applicable state law.

          (c)  Benefits under any other employee benefit plans including but not
               limited to tax-qualified  retirement plans, fringe benefit plans,
               policies,  programs, stock option plans and nonqualified deferred
               compensation  sponsored by the Company are governed solely by the
               terms of those  plans,  programs or  policies.  Participants  may
               exercise  stock  options,  to the extent  that such  options  are
               exercisable  under  their  terms.  This Plan does not  change the
               eligibility, termination or other provisions of those benefits.

          (d)  The Company may offer  additional  benefits or programs which, if
               offered, will be described in appendices to this Plan.

     4.3  The Company  reserves the right to offset the benefits  payable  under
          Section 4, by any advance,  loan or other monies the Participant  owes
          the Company.


                            SECTION 5--DEATH BENEFITS

     5.1  If a Participant  dies before  receiving all of his or her  separation
          pay due under this Plan,  such pay will be distributed in one lump sum
          cash payment to the Officer's estate.

                                       4
<PAGE>


     5.2  The Administrator may require that any individual or entity purporting
          to represent a Participant's  estate provide such proof of such status
          as the Administrator  may deem appropriate,  including but not limited
          to   letters   testamentary   or  letters   of   administration.   The
          Administrator shall also require that such individual,  as a condition
          to receiving the separation pay execute a Release Agreement and agree,
          in a  provision  to be  incorporated  in  the  Release  Agreement,  to
          indemnify and hold harmless the  Administrator  and such other persons
          deemed   appropriate   by  the   Administrator   for   any   financial
          responsibility, liability or expense arising out of a claim by another
          party or parties  asserting  entitlement to all or part of the benefit
          payable  hereunder.  In  addition,  the Company  reserves the right to
          offset the benefits payable under this Section 5 by any advance,  loan
          or other monies the  Participant,  with respect to whom the separation
          pay is being paid, owes the Company.


                            SECTION 6--ADMINISTRATION

     6.1  The Company  shall have sole  discretionary  authority  to  interpret,
          apply  and   administer  the  terms  of  the  Plan  and  to  determine
          eligibility  for and the amounts of benefits  under the Plan including
          interpretation of ambiguous plan provisions, determination of disputed
          facts   or   application   of   Plan   provisions   to   unanticipated
          circumstances.  The  Company's  decision on any such  matter  shall be
          final and binding.

     6.2  The Company  shall be the  administrator  of the Plan for  purposes of
          Section  3(16) of ERISA and shall have  responsibility  for  complying
          with any ERISA reporting and disclosure  rules  applicable to the Plan
          for any Plan Year. The  Administrator  may at any time delegate to any
          other  named  person  or  body,  or  reassume  therefrom,  any  of its
          fiduciary  responsibilities  (other than trustee  responsibilities  as
          defined in Section 405(c)(3) of ERISA) or  administrative  duties with
          respect to this Plan.

     6.3  The  Administrator  may  contract  with one or more  persons to render
          advice or services with regard to any responsibility it has under this
          Plan.

     6.4  Subject to the limitations of this Plan, the Administrator  shall from
          time to time establish such rules for the  administration of this Plan
          as the Administrator may deem desirable.


                           SECTION 7--CLAIMS PROCEDURE

     7.1  If a  Participant  believes  he or she  has  not  been  provided  with
          separation pay benefits due under the Plan,  then the  Participant may
          file a  request  for  benefits  under  this  procedure  with  the Vice
          President,  Human  Resources  Administration  or its  delegate  within
          ninety  (90) days after the date the  Participant  believes  he or she
          should have received  such  benefits.  If a  Participant  makes such a
          request for benefits under the Plan and that claim is denied, in whole
          or in part,  the  Administrator  shall notify the  Participant  of the
          adverse  determination  within  ninety (90)  calendar  days unless the
          Administrator   determines  that  special   circumstances  require  an
          extension of time for processing. If the Administrator determines that
          an extension of time is necessary,  written  notice shall be furnished
          to the claimant prior to the end of the initial  ninety-day period and

                                       5
<PAGE>

          the  extension   shall  not  exceed  ninety  days  from  the  original
          ninety-day  period.  The extension  notice shall  indicate the special
          circumstances  requiring  an  extension  and  the  date by  which  the
          Administrator expects to render a determination.

          The Administrator shall notify the Participant of the specific reasons
          for the denial with specific  references to pertinent Plan  provisions
          on which the denial is based and shall notify the  Participant  of any
          additional material or information that is needed to perfect the claim
          and  explanation of why such material or information is necessary.  At
          that  time the  Participant  will be  advised  of his or her  right to
          appeal  that  determination,  and given an  explanation  of the Plan's
          review and appeal  procedure  including  time limits,  and a statement
          regarding the Participant's  right to bring a civil action under ERISA
          section 502(a) following an adverse determination or appeal.

     7.2  A  Participant  may  appeal  from  the   determination  or  denial  by
          submitting to the Administrator  within sixty (60) calendar days after
          receiving a denial notice:

          (a)  Requesting a review by the Administrator of the claim;

          (b)  Setting  forth all of the  grounds  upon  which the  request  for
               review is based and any facts in support thereof; and

          (c)  Setting forth any issues or comments which the Participant  deems
               relevant to the claim.

          The Participant may submit written  comments,  documents,  records and
          other information relating to his claim. Upon request, the Participant
          may  obtain  free of  charge,  copies  of all  documents  and  records
          relevant to his claim.

     7.3  The  Administrator  shall act upon the appeal  taking into account all
          comments,  documents,  records and other information  submitted by the
          Participant  without regard to whether such  information was submitted
          or considered in the initial benefit  determination and shall render a
          decision  within sixty (60) days, or one hundred  twenty (120) days in
          special  circumstances,  after  its  receipt  of  the  appeal.  If the
          Administrator  determines  that an  extension  of  time is  necessary,
          written notice of the extension  shall be furnished to the Participant
          prior to the end of the initial sixty-day period. The extension notice
          shall  indicate  the special  circumstances  requiring an extension of
          time and the date by  which  the  Administrator  expects  to  render a
          determination.

          The  Administrator  shall  review the claim and all written  materials
          submitted  by the  Participant,  and may require him or her to submit,
          within ten (10) days of its written  notice,  such  additional  facts,
          documents,  or  other  evidence  as  the  Administrator  in  its  sole
          discretion  deems  necessary or advisable in making such a review.  On
          the basis of its review,  the Administrator  shall make an independent
          determination  of the  Participant's  eligibility for benefits and the
          amount  of  such  benefits   under  the  Plan.  The  decision  of  the
          Administrator  on any  claim  shall be final and  conclusive  upon all
          persons if supported by  substantial  evidence.

                                       6
<PAGE>

          If the Administrator  denies a claim on review in whole or in part, it
          shall give the  Participant  written  notice of its  decision  setting
          forth the  following:  (a) the  specific  reasons  for the  denial and
          specific  references  to the  pertinent  Plan  provisions on which its
          decision was based; (b) notice that the Participant may obtain free of
          charge,  copies  of  all  documents,  records  and  other  information
          relevant  to the  Participant's  claim;  and  (c) a  statement  of the
          Participant's  right to bring a civil action under  section  502(a) of
          ERISA.

     7.4  A Participant or his or her legal  representative may appeal any final
          decision  by  filing  an  action  in  a  federal  court  of  competent
          jurisdiction, provided that such action is filed no later than 90 days
          after  receipt  of the  final  decision  by the  Participant  or legal
          representative.


                               SECTION 8--GENERAL

     8.1  The  benefits  and costs of this Plan shall be paid by the Company out
          of its general assets.

     8.2  This Plan is intended to be an "employee  welfare  benefit  plan",  as
          defined in Section 3(1), Subtitle A of Title 1 of ERISA. The Plan will
          be interpreted to effectuate  this intent.  Notwithstanding  any other
          provision of this Plan, no Officer shall receive hereunder any payment
          exceeding  twice that Officer's  annual  compensation  during the year
          immediately  preceding  the  termination  of his  service,  within the
          meaning of 29 C.F.R.  Section  2510.3-2,  as the same was in effect on
          the effective date of this Plan.


                      SECTION 9--AMENDMENT AND TERMINATION

     The Company  reserves the right to amend this Plan, in whole or in part, or
discontinue or terminate the Plan; provided,  however,  that any such amendment,
discontinuance  or termination  shall not affect any right of any Participant to
claim  benefits  under  the  Plan  or as in  effect  prior  to  such  amendment,
discontinuance  or termination,  for events  occurring prior to the date of such
amendment,  discontinuance  or  termination.  An amendment to this Plan,  and/or
resolution of discontinuance or termination,  may be made by the  Administrator,
to the extent permitted by resolution of the Board of Directors.

                                       7
<PAGE>


     IN WITNESS WHEREOF, the Company has caused its officer,  duly authorized by
its Board of Directors to execute the Plan  effective as of the 18th day of July
2001.


                                       ALBERTSON'S, INC.



                                       By:  /s/ Thomas R. Saldin
                                                ------------------
                                       Name:    Thomas R. Saldin
                                       Its:     Executive Vice President
                                                and General Counsel






















                                       8
<PAGE>


                                                                       Exhibit A

                                     SAMPLE


--------------------------------------------------------------------------------
                     ALBERTSON'S VOLUNTARY SEPARATION PLAN
                                 ELECTION FORM
--------------------------------------------------------------------------------

Instructions:  Carefully  read this election  form;  the letter,  highlights and
questions  and answers  from your  Executive  Vice  President;  the Summary Plan
Description sent to your home; and the separation  agreement and release. If you
have questions please contact your Human Resources representative,  the intranet
website, "Voluntary Separation Plan" or call toll-free 1-866-669-0998. After you
have carefully  considered all information,  and if you are eligible,  make your
decision about whether you want to participate in the Voluntary Separation Plan.
If you choose Voluntary  Separation,  you must fill in your name and most recent
hire/rehire  date on the lines below,  sign and date at the bottom and submit by
fax  208-395-4844  to David  Biderman by 5:00 p.m. MDT on August 2, 2001. If you
are eligible for Voluntary  Separation  your supervisor will talk with you about
an appropriate  termination date. Also, you will be informed of a time period in
the future when you must sign and submit to Boise Human Resources the Separation
Agreement and Release (a sample is attached to the Summary Plan Description). Do
not submit the sample Separation Agreement and Release with this Election Form.

     I,  ____________________________  have  reviewed the offer made to me by my
employer and elect to voluntarily  terminate my  employment,  whether it is with
Albertson's Inc. or any of its subsidiaries  (collectively,  the "Company"),  in
accordance  with the  applicable  Albertson's  Voluntary  Separation  Plan,  and
subject to the terms and  conditions of such Plan and the  Separation  Agreement
and  Release.  My  decision  is fully  voluntary.  It is based  entirely  on the
explanation of the Plan contained in the written information that has been given
to me and not on any statement or  representation  made to me by an  Albertson's
associate or  representative.  I  understand  this signed  Election  Form and my
eligibility are subject to verification  and that I will be required to sign the
Separation  Agreement and Release  during a time period the Company will provide
to me later.  I also  understand  this  signed form must be  submitted  to David
Biderman by fax 208-395-4844  between July 18, 2001 and August 2, 2001 5:00 p.m.
MDT. The effective date of my voluntary  termination will be set by a supervisor
over my area of responsibility. In any event, my separation from employment will
occur between  August 6, 2001,  and November 2, 2001.  The Company  reserves the
right to delay an eligible associate's  employment separation beyond November 2,
2001, however.


---------------------------------          -------------------------------------
Your Most Recent Hire/Rehire Date                    Associate: Print Name


Date:                                      Signature:

      ---------------------------          -------------------------------------
                                                     Associate: Signature

--------------------------------------------------------------------------------
                           TO BE COMPLETED BY BOISE HR


Date Received:                             Signature:
                ---------------
                                           -------------------------------------
Time Received:                                       David Biderman
                ---------------

--------------------------------------------------------------------------------

Note:     To be effective, this request form must be submitted to David Biderman
          at fax  208-395-4844  no later  than 5:00  p.m.  MDT  August 2,  2001.
          Election forms will NOT be accepted after that date and time.

References to the "Voluntary  Separation  Plan" mean the  Albertson's  Voluntary
Separation Plan for Officers and the Albertson's Voluntary Separation.

                                       9
<PAGE>


                                     SAMPLE
                                                                       Exhibit B

                        SEPARATION AGREEMENT AND RELEASE

     In consideration  for the payment to me of (amount to be computed and added
     later),  less lawful deductions,  as separation pay, I, (name to be added),
     hereby  make  the  following  promises  and  agree  to the  terms  of  this
     Separation Agreement and Release, intending to be legally bound by them.

1.   I hereby release  Albertson's,  Inc.  ("Company") and its parent companies,
     subsidiaries,   affiliates,  and  their  respective  successors,  officers,
     directors,  employees, and associates from any and all claims, actions, and
     causes of action arising out of my employment with, and/or termination from
     the  Company,  including  but not  limited  to claims  based on  express or
     implied  contract,  covenants  of fair  dealing  and good  faith,  wrongful
     discharge,  Title VII of the Civil Rights Act of 1964,  the Americans  with
     Disabilities  Act, the Family and Medical Leave Act, the Worker  Adjustment
     and Retraining  Notification  Act of 1988, the Employee  Retirement  Income
     Security Act of 1974, as amended, and any other applicable federal,  state,
     or local laws, ordinances, and regulations. This release does not, however,
     apply  to  or  waive  any  rights  I may  have  under  applicable  workers'
     compensation  laws or employee  benefit  plans,  or to claims under the Age
     Discrimination  in  Employment  Act, or to claims which may arise after the
     date of this release  except as to disability  plan  payments  which may be
     offset by the Separation payment(s) herein.
2.   I understand  that by signing this Separation  Agreement and Release,  I am
     forever  relinquishing  any right to sue any of the  companies  and persons
     described  in  paragraph  1 above  based  on any  claim  arising  out of my
     employment with,  and/or  termination  from, the Company (other than claims
     arising  under  employee   benefit  plans,  or  to  claims  under  the  Age
     Discrimination in Employment Act, or claims for injuries  compensable under
     workers'  compensation  laws),  and I agree that I will never  maintain any
     litigation  against any of those  companies or persons  based on any of the
     claims I am giving up by signing this  document.
3.   I  expressly  waive and  relinquish  all rights and  benefits  afforded  by
     Section  1542 of the  Civil  Code of the State of  California,  and I do so
     understanding  and  acknowledging  the significance and consequence of that
     waiver. Section 1542 of the Civil Code of the State of California states: A
     general  release does not extend to claims which the creditor does not know
     or  suspect  to exist in his favor at the time of  executing  the  release,
     which if known by him must have materially affected his settlement with the
     debtor.
4.   I  acknowledge  that,  after I leave the employ of the Company,  I am still
     obliged to abide by the  Company's  policies  concerning  confidential  and
     proprietary  information.
5.   I shall  cooperate  with and assist the Company  (including  making  myself
     available  at  reasonable  times and  places)  so as to aid the  Company in
     connection  with any  matters  related to my  employment  by the Company or
     about which I am knowledgeable; provided, however, my cooperation with such
     matters shall not interfere unreasonably with my subsequent employment,  if
     any.
6.   I agree not to directly,  indirectly,  or through third parties solicit any
     Company  associate for employment for two years.
7.   I  acknowledge  that I am hereby  advised to consult  with the  attorney or
     other  advisor of my choice  regarding  the terms of this  document  before
     signing it. I understand  that I may revoke this  Separation  Agreement And
     Release  anytime  within 7 days of  signing  it and that the  terms of this
     agreement  and release  will not be  effective  until the 7-day  revocation
     period expires. I must contact David Biderman,  in writing,  at Albertson's
     Human  Resources  Department  in Boise (fax  208-395-4844)  to revoke  this
     agreement.
8.   This Release  will be governed by the laws of Idaho.
9.   I have signed this document  freely and  voluntarily and not because of any
     deception or coercion.  I understand  the terms of this  document and agree
     that they are fair and equitable.

---------------------   -----------------------   ------------------------------
Print Name of Witness   Print Name of Associate   Date of Associate's Signature

---------------------   -----------------------   ------------------------------
Signature of Witness    Signature of Associate    Last Date of Employment

Note:  Section 3 is required  only if the severed  associate  has worked for the
       Company in the state of California, whether at the time of termination or
       some time prior.

                                       10
<PAGE>


                                                                       Exhibit C




         Location            Lname                             Fname
--------------------------------------------------------------------------------
   1)     48400              Adams                             Pat
   2)     48400              Allen                             Craig
   3)     71301              Apker                             Debra
   4)     74200              Arnold                            William
   5)     70428              Bailey                            Boyce
   6)     71701              Banks                             Bob
   7)     48300              Bassler                           Dennis
   8)     55000              Bates                             Bill
   9)     72900              Bates                             Mark
   10)    48500              Bay                               Gerry
   11)    71302              Bell                              Dario
   12)    70405              Bergquist                         Renee
   13)    70401              Bessent                           Mike
   14)    73601              Biderman                          Dave
   15)    71701              Bock                              Carolyn
   16)    70405              Boyd                              John
   17)    71301              Brady                             Kathy
   18)    71302              Brother                           Tom
   19)    72402              Brown                             Craig
   20)    53000              Brune                             Jeff
   21)    48700              Buckles                           Gerry
   22)    71300              Butler                            Bob
   23)    48400              Casey                             Karen
   24)    50300              Casteel                           Ritchie
   25)    71300              Cefalo                            Roe
   26)    71704              Christoffersen                    Shirley
   27)    50400              Clawson                           Mike
   28)    74200              Cole                              Chip
   29)    50100              Colgrove                          Bob
   30)    54200              Colgrove                          John
   31)    48300              Conrad                            Monty
   32)    48600              Corry                             Tim
   33)    48500              Cousin                            Ertharin
   34)    71005              Croft                             John
   35)    48500              Cygan                             Doug
   36)    70400              Czarniecki                        Walt
   37)    71304              Dean                              Dave
   38)    48700              DeBruin                           Mark
   39)    72905              DeMeyer                           Keith
   40)    71300              Denningham                        Wayne
   41)    57900              Eckstein                          Frank
   42)    54200              Emmons                            William
   43)    70467              Fehringer                         Joe
   44)    70715              Fetzer                            Dennis
   45)    48500              Gentile                           Jim

                                       11
<PAGE>

   46)    56700              Giles                             Charla
   47)    57100              Gloyne                            Clay
   48)    71700              Goins                             Greg
   49)    52700              Gossett                           Paul
   50)    52700              Gray                              Kim
   51)    71301              Gruell                            Kip
   52)    53200              Gullickson                        Greg
   53)    71301              Guthmiller                        Dick
   54)    75501              Hamblin                           Laura
   55)    71301              Hansen                            Larry
   56)    72900              Hansen                            Roger
   57)    48500              Hanson                            Ed
   58)    54300              Hanson                            Greg
   59)    48700              Harbecke                          William
   60)    70416              Harmon                            Larry
   61)    54000              Hays                              Scott
   62)    48500              Herbert                           Kathy
   63)    48700              Hiller                            Bruce
   64)    74100              Hilton                            Steve
   65)    73604              Hughes                            Terri
   66)    48700              Hunstiger                         Gary
   67)    72908              Imlay                             Thomas
   68)    70700              Iverson                           John
   69)    48600              Jablonski                         Carl
   70)    72900              Jacobsen                          Jim
   71)    48400              Javier                            Virginia
   72)    52200              Jerry                             David
   73)    71000              Johnston                          Larry
   74)    79039              Jolley                            Tony
   75)    73604              Jones                             Peggy
   76)    72402              Kinde                             Dennis
   77)    53400              Kowalski                          Eileen
   78)    71701              Lavin                             Mark
   79)    57000              Lawrence                          Michelle
   80)    56500              Little                            Ed
   81)    71000              Lynch                             Peter
   82)    57800              Mann                              Bill
   83)    48700              Massimino                         Mike
   84)    71702              Mattefs                           Sue
   85)    71302              McCarthy                          Mike
   86)    48700              McGovern                          John
   87)    48600              McKeon                            Colin
   88)    71700              McKinney                          Dave
   89)    56000              McNiff                            Greg
   90)    71301              McReynolds                        Peggy
   91)    48700              Mecham                            Rory
   92)    54700              Melville                          Gerald
   93)    71301              Michael                           Todd
   94)    71600              Mielke                            Chris
   95)    59000              Miles                             Matt
   96)    48400              Molendyk                          Harvey

                                       12
<PAGE>

   97)    56300              Morris                            Jacque
   98)    48700              Mulcock                           Dave
   99)    74200              Mumford                           Lee
   100)   73610              Murphy                            Michele
   101)   50800              Murty                             Brian
   102)   72900              Muta                              Matt
   103)   70400              Navarro                           Rick
   104)   73608              Neumann                           Sue
   105)   48500              Nielsen                           Keith
   106)   70405              Ober                              Dave
   107)   71304              Oddo                              Mitch
   108)   74550              O'Riordan                         Kaye
   109)   72901              Osban                             Jeff
   110)   48300              Ouellette                         Mark
   111)   53600              Ozark                             Gerard
   112)   48700              Palmer                            Dennis
   113)   73610              Paolini                           Bruce
   114)   72402              Paterson                          Gary
   115)   48400              Patton                            Mike
   116)   54300              Perkins                           Jim
   117)   72600              Pichulo                           Philip
   118)   48300              Potter                            Bob
   119)   71600              Powell                            Pamela
   120)   70715              Raffo                             Ed
   121)   71302              Raudabaugh                        John
   122)   48500              Redfearn                          George
   123)   71000              Reuling                           Mike
   124)   50900              Rice                              Jim
   125)   75308              Rissing                           Bob
   126)   48400              Robbins                           Donna
   127)   71302              Robertson                         Dave
   128)   56100              Rocheleau                         Terry
   129)   71302              Rood                              Brian
   130)   74200              Rowan                             Paul
   131)   71000              Saldin                            Tom
   132)   54300              Sampson                           Shane
   133)   72901              Schachtell                        Steve
   134)   70700              Schroeder                         Kathy
   135)   48300              Schuit                            Fred
   136)   70408              Schuler                           Bob
   137)   73610              Scoggin                           Andrew
   138)   48700              Shadle                            Mark
   139)   74200              Sharp                             Linc
   140)   48300              Simonson                          Dave
   141)   73602              Snow                              Jack
   142)   71301              Spiers                            Gary
   143)   48600              Spires                            Judy
   144)   71300              Stablein                          Larry
   145)   50200              Stachofsky                        Bob

                                       13
<PAGE>

   146)   72900              Steele                            Pat
   147)   71301              Stevens                           Clement
   148)   71304              Strong                            John
   149)   57700              Styer                             Don
   150)   71304              Sutton                            Dan
   151)   48300              Teall                             Martin
   152)   71700              Thayer                            Scott
   153)   72600              Tobin                             Dan
   154)   71301              Tommack                           Ed
   155)   71300              Tripp                             Kevin
   156)   48300              Trom                              Brad
   157)   48500              Van Helden                        Pete
   158)   70400              Volger                            Ron
   159)   72901              Wagner                            Hadley
   160)   55300              Wahlstrom                         Larry
   161)   48500              Walter                            Tom
   162)   72480              Wardle                            Gerry
   163)   54200              Washington                        Clem
   164)   79039              Weiser                            Ed
   165)   48300              White                             Wanda
   166)   50900              Williams                          Marcia
   167)   71301              Williams                          Shane
   168)   48700              Willyard                          Jim
   169)   50500              Withers                           Mike
   170)   71304              Wright                            Steve
   171)   73604              Yager                             Bryan
   172)   52000              Yaksitch                          Frank
   173)   73600              Young                             Steve
















                                       14