EXHIBIT 10.41



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



Section 1.   General Purposes of Plan.

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

Section  2.   Definitions.

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                     - 2 -
<PAGE>

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

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

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

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

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

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

Section  3.   Effective Date and Term.

The effective date of the Plan, as amended and restated, is March 15, 2001.

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

Section  4.   Administration.

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

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

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

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

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

Section  5.   Eligibility.

Subject to the provisions of the Plan, the Administrator shall determine and
designate from time to time those key Employees and/or Eligible Directors of the
Company or its Subsidiaries to whom Awards are to be granted, the number of
shares of Common Stock, SARs or Units to be awarded from time to time to any
individual and the length of the term of any Award. In determining the
eligibility of an Employee or Eligible Director to receive an Award, as well as
in determining the size of the Award to be made to any Employee or Eligible
Director, the Administrator shall consider the position and responsibilities of
the Employee or Eligible Director being considered, the nature and value to the
Company or a Subsidiary of the Employee's or Eligible Director's services and
accomplishments, the Employee's or Eligible Director's present and potential
contribution to the success of the Company or its Subsidiaries and such other

                                     - 3 -
<PAGE>

factors as the Administrator may deem relevant. An Employee or Eligible Director
who has been granted an Award in one year shall not necessarily be entitled to
be granted Awards in subsequent years.

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

Section  6.   Number of Shares Subject to the Plan.

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

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

Section  7.   Stock Options.

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

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

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

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

          1.  Option Periods

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

                                     - 4 -
<PAGE>
          2.  Exercise of Options

          Each Option  granted  under this Plan may be exercised on such date or
          dates  during the Option  Period for such number of shares as shall be
          prescribed by the provisions of the Stock Option Agreement  evidencing
          such Option,  provided that: (a) An Option may be exercised,  (i) only
          by the Optionee during the continuance of the Optionee's employment by
          the  Company  or a  Subsidiary,  or  (ii)  after  termination  of  the
          Optionee's  employment  by the Company or a Subsidiary  in  accordance
          with the provisions of Subsection 3 of this Subsection C.

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

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

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

          3.  Termination of Employment; Demotion

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

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

          (b)  Disability.  If the  employment  or,  in the case of an  Eligible
          Director,  the service,  of an Optionee is  interrupted by reason of a
          "disability," as defined in Albertson's,  Inc.  Employees'  Disability
          Benefits  Plan or a  successor  plan or  Albertson's  Southern  Region

                                      - 5 -
<PAGE>
          Employees'  Disability Benefits Plan or a successor plan (collectively
          referred to herein as the "Disability  Plan") and a determination  has
          been made by the trustees under the Disability Plan that such Optionee
          is eligible to receive disability payments thereunder (or, in the case
          of an Eligible Director, would otherwise have been entitled to receive
          such  disability  payments  thereunder  if he or she was an  employee)
          ("Disability  Determination"),  the right to exercise any  outstanding
          Options,  to the  extent  exercisable,  held  by such  Optionee  shall
          terminate,  notwithstanding  any other provisions  herein, on the date
          such  Options  expire or within three years of the date that the first
          payment is made pursuant to the Disability Determination, whichever is
          the shorter  period,  or such other period (not beyond the  expiration
          date of the Option) as  determined  by the  Committee and set forth in
          the Stock  Option  Agreement  at the time such  Option is  granted  or
          thereafter; it being understood,  however, that such right to exercise
          any  outstanding  Options  during such period  shall only exist to the
          extent such Options were exercisable immediately preceding the date of
          the  Disability  Determination  under the provisions of the applicable
          agreements  relating  thereto,  unless the  Administrator  in its sole
          discretion,  specifically waives in writing the restrictions  relating
          to  exercisability,   if  any,  contained  in  such  agreements.  Upon
          expiration  of such period,  all of such  Optionee's  rights under any
          Option shall lapse and be without further force or effect.

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

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

                                     - 6 -
<PAGE>

          understood,  however,  that such right to exercise Options during such
          period shall only exist to the extent such Options were exercisable on
          the date of the  Optionee's  retirement or  termination  of employment
          under the provisions of the applicable  agreements  relating  thereto,
          unless the Administrator, in its sole discretion,  specifically waives
          in  writing  the  restrictions  relating  to  exercisability,  if any,
          contained in such  agreements.  Upon  expiration of such period all of
          such  Optionee's  rights  under any Option  shall lapse and be without
          further  force or  effect.  (iii) If an  Optionee  shall die after the
          Optionee's retirement,  the Optionee's Options may be exercised by the
          Optionee's Successors in accordance with Section 7(C)(3)(c) hereof.

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

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

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

          4.  Other Terms

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

Section  8.   Stock Appreciation Rights.

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

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

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

Section  9.   Restricted Stock/Deferred Stock.

(a) Restricted Stock is Common Stock of the Company that is issued to a
Participant at a price determined by the Administrator, which price may be zero
(if permitted by law), and is subject to restrictions on transfer and/or such

                                     - 7 -
<PAGE>

other restrictions on incidents of ownership as the Administrator may determine.
Restricted Stock may contain such other terms, restrictions, provisions and
conditions not inconsistent herewith as may be determined by the Administrator.

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

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

Section  10.   Other Stock-Based Incentive Awards.

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

Section  11.   No Right to Continued Employment.

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

Section  12.   Listing and Registration of Shares.

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

                                     - 8 -
<PAGE>

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

(a) Notwithstanding anything to the contrary contained elsewhere in this Plan,
unless the terms of the Award Agreement specifically provide otherwise or unless
otherwise determined by the Administrator in writing at or after award, but
prior to the occurrence of a Change in Control (as defined below), upon a Change
in Control, each outstanding Award shall become immediately vested and/or
exercisable for the total remaining number of shares of Common Stock, SARs or
Units covered by the Award.

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

(c) For purposes of this Section, "Change in Control" shall mean the occurrence
in a single transaction or series of transactions of any one of the following
events or circumstances: (i) merger, consolidation or reorganization where the
beneficial owners of the voting securities of the Company immediately preceding
such merger, consolidation or reorganization beneficially own less than 80% of
the securities possessing the right to vote to elect directors or to authorize a
merger, consolidation or reorganization with respect to the survivor, after
giving effect to such merger, consolidation or reorganization, (ii) merger,
consolidation or reorganization of the Company where 20% or more of the
incumbent directors of the Company are changed, (iii) acquisition by any person
or group, as defined for purposes of Section 13(d) of the Act, other than a
trustee or other fiduciary holding voting securities of the Company under an
employee benefit plan of the Company (or a corporation owned, directly or
indirectly, by the holders of voting securities of the Company in substantially
the same proportion as their ownership of voting securities of the Company) of
beneficial ownership of 20% or more of the voting securities of the Company
(such amount to include any voting securities of the Company acquired prior to
the effective date of this Plan), (iv) during any period of two (2) consecutive
years, individuals who at the beginning of such period constitute the Board of
Directors and any new director (other than a director designated by a person who
has entered into an agreement with the Company to effect a transaction described
in clauses (i), (ii), (iii) or (v) of this Subsection) whose election by the
Company's stockholders was approved by a vote of at least two-thirds (2/3) of
the directors still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so approved,
cease for any reason to constitute a majority thereof, or (v) approval by the
stockholders of the Company of a plan of liquidation or dissolution with respect
to the Company or an agreement for the sale or disposition by the Company of all
or substantially all the Company's assets; provided, that in the event the exact
date of a Change in Control cannot be determined, such Change in Control will be
deemed to have occurred on the earliest date on which it could have occurred.
For these purposes, the Administrator shall rely upon any notice from the
Company that concludes that a Change in Control has occurred. In the absence of
such a notice, the Administrator shall determine whether a Change in Control has
occurred and shall specify the date on which the Change in Control occurred, or
if an exact date cannot be determined, the earliest date on which such Change in
Control could have occurred. Notwithstanding the foregoing, a Change in Control
shall not include, with respect to an individual Participant, any event,
circumstance or transaction described in clauses (i), (ii), (iii), (iv) or (v)
of this Subsection which results, within the six-month period preceding such
event, circumstance or transaction, from the action of any entity or group which
includes, is affiliated with or is wholly or partly controlled by such
individual Participant (a "Participant Group"), provided, however, that such
action shall not be taken into account for this purpose if it occurs within such
six-month period after the action of any person or group (within the meaning of
clause (iii) of this Subsection) which is not a Participant Group.

                                     - 9 -
<PAGE>

Section  14.   Adjustments.

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

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

Section  15.   Use of Proceeds.

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

Section  16.   Tax Withholding.

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

Section  17.   Nontransferability.

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

Section  18.   Interpretation, Amendments and Termination.

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

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

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

                                     - 10 -
<PAGE>

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

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

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

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

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

Section  19.   General Provisions.

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

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

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

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

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

Section  20.   Indemnification and Exculpation.

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

                                     - 11 -
<PAGE>

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

Section  21.   Notices.

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

































                                     - 12 -