EXHIBIT 10.29


364-Day Credit Agreement (2003)                                EXECUTION VERSION



================================================================================




                      AMENDED AND RESTATED CREDIT AGREEMENT

                            Dated as of March 7, 2003

                                      among

                               ALBERTSON'S, INC.,

                              BANK OF AMERICA, N.A.

                            as Administrative Agent,


                                  BANK ONE, NA,

                              as Syndication Agent,

                       UNION BANK OF CALIFORNIA, N.A. and
                             WELLS FARGO BANK, N.A.,

                             as Documentation Agents

                                       and

                  THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO


                                   Arranged by


                         Banc of America Securities LLC,

                               Sole Lead Arranger
                              and Sole Book Manager





================================================================================

Sf-1451502                                       364-Day Credit Agreement (2003)

<PAGE>


                      AMENDED AND RESTATED CREDIT AGREEMENT

                  This Amended and Restated  Credit Agreement (this "Agreement")
is  entered  into as of March 7,  2003,  among  Albertson's,  Inc.,  a  Delaware
corporation (the "Company"),  the several  financial  institutions  from time to
time party to this  Agreement  (individually,  a "Bank" and,  collectively,  the
"Banks"), Bank One, NA, as syndication agent (in such capacity, the "Syndication
Agent"),  Union  Bank of  California,  N.A.  and  Wells  Fargo  Bank,  N.A.,  as
documentation agents (in such capacity, the "Documentation  Agents") and Bank of
America,  N.A.,  as  administrative  agent  for  itself  and the  Banks (in such
capacity, the "Agent").

                  WHEREAS, the Company,  the Banks  party  thereto and the Agent
entered  into a Credit  Agreement  dated as of March 22,  2000,  as amended  and
restated as of March 15, 2001, and as amended and restated as of March 13, 2002,
and as further  modified by certain  consents  effective as of June 14, 2002 and
July 5, 2002, respectively,  (as in effect as of the date of this Agreement, the
"Original Agreement") providing for a 364-day revolving credit facility; and

                  WHEREAS,  the  parties  hereto  desire  to  amend the Original
Agreement  as set forth  herein and to restate  the  Original  Agreement  in its
entirety  to read as set forth in the  Original  Agreement  with the  amendments
specified below, subject to the terms and conditions of this Agreement;

                  NOW, THEREFORE, the parties hereto agree as follows:

1. Definitions; References; Interpretation.
   ----------------------------------------

     (a) Unless  otherwise  specifically  defined herein,  each term used herein
(including in the Recitals  hereof)  which is defined in the Original  Agreement
shall have the meaning assigned to such term in the Original Agreement.

     (b) Each reference to "this Agreement", "hereof", "hereunder", "herein" and
"hereby" and each other similar reference  contained in the Original  Agreement,
and each reference to "the Credit Agreement" and each other similar reference in
the other Loan Documents, shall from and after the Effective Date (as defined in
subsection 2) refer to the Original Agreement as amended and restated hereby.

     (c) The rules of  interpretation  set forth in Section 1.02 of the Original
Agreement shall be applicable to this Agreement.

2. Amendments to Original Agreement.
   --------------------------------  Subject to the terms and conditions hereof,
the  Original  Agreement  is amended  as  follows,  effective  as of the date of
satisfaction of the conditions set forth in Section 4 (the "Effective Date"):

     (a) Amendments to Article I of the Original Agreement.
         --------------------------------------------------

              (1) The term "Notes" defined  in   the  Original  Agreement  shall
include  from  and  after  the Effective  Date  the  Notes  delivered under this
Agreement.

Sf-1451502                       1.              364-Day Credit Agreement (2003)

<PAGE>

              (2) The definition of "Closing Date" is amended in its entirety to
 provide as follows:

                    "Closing Date" means  the   date  occurring  on  or   before
          March 7, 2003 on which all  conditions  precedent set forth in Section
          4.01  are  satisfied  or  waived  by all  Banks  (or,  in the  case of
          subsection  4.01(e),  waived by the Person  entitled  to receive  such
          payment).

              (3) The definition of "Revolving Termination Date" is  amended  in
its entirety to provide as follows:

                   "Revolving Termination Date" means  the  earlier to occur of:

                   (a) March 5, 2004, as the same may be  extended  from time to
      time pursuant to Section 2.16; and

                   (b) the date on which the Commitments terminate in accordance
      with the provisions of this Agreement.

              (4) The defined term, "Company's 2000 Form 10-K" shall  be deleted
and  a new  defined term, "Company's 2001 Form 10-K" shall be added as  follows:

                   "Company's 2001 Form 10-K"  means the Company's Annual Report
      on Form 10-K for the fiscal year ended January 31, 2002, as filed with the
      SEC pursuant to the Exchange Act.

      Accordingly, each reference to "Company's 2000 Form 10-K" in the  Original
Agreement  shall be deemed to refer to  "Company's  2001  Form  10-K,"  and each
reference  to February 1, 2001 in Sections  1.01,  4.02 and 5.10 of the Original
Agreement shall be deemed to refer to January 31, 2002.

      (b) Amendments to Article V of the Original Agreement.
          --------------------------------------------------
              (1) The two references to "November 1, 2001" in Section 5.10(b) of
the Original Agreement shall  be deleted and  replaced by "October 31, 2002" for
each such reference.

      (c) Amendment to Schedule 2.01 (Amended) of the Original Agreement.
          ---------------------------------------------------------------
Schedule 2.01 (Amended) of the Original Agreement is replaced in its entirety by
Schedule 2.01 (Second Amended) of this Agreement.

      (d) Amendment to Schedule 10.02 (Amended) of the Original Agreement.
          ----------------------------------------------------------------
Schedule 10.02 (Amended)  of  the Original Agreement is replaced in its entirety
by Schedule 10.02 (Second Amended) of this Agreement.

Sf-1451502                      2.               364-Day Credit Agreement (2003)

<PAGE>

3.    Representations and Warranties.
      ------------------------------- The Company hereby represents and warrants
to the Agent and the Banks as follows:

     (a) No Default or Event of Default has occurred and is continuing (or would
result from the amendment of the Original Agreement contemplated hereby).

     (b)  The  execution,  delivery  and  performance  by the  Company  of  this
Agreement and the Original Agreement (as amended and restated by this Agreement)
have been duly authorized by all necessary corporate and other action and do not
and will not require any registration with, consent or approval of, or notice to
or action by, any Person  (including any Governmental  Authority) in order to be
effective and enforceable.

     (c)  This  Agreement,  each  Note  delivered  hereunder  and  the  Original
Agreement  (as amended and  restated by this  Agreement)  constitute  the legal,
valid  and  binding  obligations  of  the  Company,  enforceable  against  it in
accordance with their respective terms.

     (d) All  representations  and  warranties  of the Company  contained in the
Original   Agreement   are  true  and   correct   (except  to  the  extent  such
representations and warranties expressly refer to an earlier date, in which case
they shall be true and  correct  as of such  earlier  date and except  that this
subsection  (d) shall be deemed instead to refer to (x) the last day of the most
recent quarter and year for which financial statements have then been delivered;
(y) to the most  recent Form 10-K and Forms 10-Q filed  subsequently  thereto by
the Company with the SEC, in respect of the  representations and warranties made
in Section 5.05 of the Original Agreement;  and (z) to the most recent Form 10-K
filed by the  Company  with the  SEC,  in  respect  of the  representations  and
warranties made in Section 5.10(a) of the Original Agreement).

     (e) There has occurred  since  January 31, 2002 (except as disclosed in any
public filings since such date), no event or  circumstance  that has resulted or
could reasonably be expected to result in a Material Adverse Effect.

     (f) The Company is  entering  into this  Agreement  on the basis of its own
investigation  and for its own reasons,  without reliance upon the Agent and the
Banks or any other Person.

     (g) The Company's  obligations  under the Original  Agreement and under the
other Loan  Documents  are not subject to any  defense,  counterclaim,  set-off,
right of recoupment, abatement or other claim.

4.   Conditions of Effectiveness.
     ----------------------------

     (a) The  effectiveness  of Section 2 of this Agreement  shall be subject to
the satisfaction of each of the following conditions precedent:

          (1) The Agent  shall have  received  from the Company and each of  the
Banks (i) a duly  executed  original  (or, if elected by the Agent,  an executed
facsimile copy) of this Agreement; and (ii) if requested by any Bank, a Note (or
replacement  Note)  substantially  in the  form  of  Exhibit  I to the  Original
Agreement.

Sf-1451502                      3.               364-Day Credit Agreement (2003)

<PAGE>

          (2) The Agent shall have  received evidence  of payment by the Company
 of all  fees,  costs and expenses  due and  payable as  of the  Effective  Date
hereunder and under the Original  Agreement,  including  any costs and  expenses
payable under  Section 7(g) of this Agreement  (including  the Agent's  Attorney
Costs,  to the extent invoiced on or prior to the Effective Date).

          (3)  The  Agent  shall  have  received  from  the  Company  a  copy of
the resolutions passed by the  board of directors of the Company, certified   as
of the Effective Date by the Secretary or an Assistant Secretary of such Person,
authorizing the execution, delivery and performance of this Agreement, the Notes
to be delivered hereunder and the Original Agreement (as amended and restated by
this Agreement).

          (4) The  Agent  shall  have  received  an  opinion  of  John R. Sims,
Executive Vice President and General Counsel to the Company, dated the Effective
Date  and  addressed   to  the  Agent  and  the  Banks, in  form  and  substance
satisfactory to the Agent and each Bank.

          (5) The Agent  shall have  received a favorable opinion of  Morrison &
Foerster  LLP, special counsel to the Agent, in form and substance  satisfactory
to the Agent and each Bank, dated the Effective Date.

          (6) The  Agent shall have  received  all  other  documents it  or  any
Bank may reasonably  request  relating to any matters  relevant  hereto,  all in
form and substance satisfactory to the Agent and each Bank.

          (7) The  representations and warranties in Section 3 of this Agreement
shall be true and correct  on and as of the  Effective Date with the same effect
as if made on and as of the Effective Date.

     (b) For purposes of determining compliance with the conditions specified in
Section 4(a), each Bank that has executed this Agreement shall be deemed to have
consented to,  approved or accepted,  or to be satisfied  with, each document or
other matter either sent, or made available for inspection, by the Agent to such
Bank for consent, approval,  acceptance or satisfaction,  or required thereunder
to be consented to or approved by or acceptable or satisfactory to such Bank.

     (c) From and after the Effective Date, the Original Agreement is amended as
set forth  herein and is  restated  in its  entirety to read as set forth in the
Original  Agreement with the amendments  specified  herein,  and all outstanding
Notes under the Original Agreement shall be superseded and replaced by the Notes
delivered under this Agreement.  All such previously  outstanding  Notes will be
deemed  cancelled  upon the  occurrence  of the  Effective  Date.  The  Original
Agreement  (as amended and restated by this  Agreement)  is hereby  ratified and
confirmed in all respects.

     (d) The Agent will notify the Company  and the Banks of the  occurrence  of
the Effective Date.


Sf-1451502                       4.              364-Day Credit Agreement (2003)

<PAGE>>

5.   Fees.
     -----  At Closing, the  Company shall pay to the Agent for itself the  fees
set  forth  in the Fee  Letter  dated as of  January  27,  2003  by and  between
the Company, the Lead Arranger and the Agent.

6.   Certain Transitional Matters.
     -----------------------------  On  the  Effective Date,  the Banks party to
the  Original  Agreement, as  amended  and restated  hereby, shall  be the Banks
listed on the signature pages hereof and shall have  the respective  Commitments
in  the amounts set forth in Schedule 2.01  (Second Amended) of this  Agreement.
Without  limiting  the  generality of  the foregoing, on the Effective Date, any
Banks party to the Original Agreement not listed  on the  signature pages hereof
shall cease to be parties to the Original Agreement, and each new Bank listed on
the signature pages hereof not previously party to the Original Agreement  shall
be and become a party to the Original Agreement and shall have all of the rights
and be obligated to perform all of  the obligations of a  Bank thereunder with a
Commitment  in the amount  set forth opposite such  Bank's name in Schedule 2.01
(Second Amended) of this Agreement.

7.   Miscellaneous.
     --------------
     (a) The Company acknowledges and agrees that the execution  and delivery by
the Agent and the Banks of this Agreement shall not be deemed to create a course
of dealing or an obligation to execute similar amendments or provide any waivers
or other amendments under the same or similar circumstances in the future.

     (b) This Agreement shall  be  binding upon  and inure to the benefit of the
parties hereto and thereto and their respective successors and assigns.

     (c) This Agreement shall be governed by  and  construed in accordance  with
the law of the State of New York; provided that the  Agent and  the Banks  shall
retain all rights arising under Federal law.

     (d) This Agreement  may be  executed in any number of counterparts, each of
which  shall be  deemed an  original, but  all such counterparts  together shall
constitute  but  one  and  the  same  instrument.  Each  of  the  parties hereto
understands  and  agrees  that  this  document (and any other document  required
herein) may be delivered by any party thereto either  in the form of an executed
original or  an  executed original sent by facsimile transmission to be followed
promptly by mailing  of a hard copy original, and that receipt by the Agent of a
facsimile transmitted document purportedly  bearing the signature  of a Bank  or
the  Company shall  bind such Bank  or the  Company, respectively, with the same
force  and  effect  as the delivery  of a hard copy original. Any failure by the
Agent to  receive the hard copy  executed  original of such  document  shall not
diminish  the binding effect of receipt of  the facsimile  transmitted  executed
original of such document of the party whose hard copy page was not received  by
the Agent.

     (e) This  Agreement  contains  the  entire and exclusive  agreement  of the
parties hereto  with reference to the  matters discussed herein. This  Agreement
supersedes  all  prior  drafts and  communications  with  respect  hereto.  This
Agreement may not be amended except in accordance with the provisions of Section
10.01 of the Original Agreement.

Sf-1451502                       5.              364-Day Credit Agreement (2003)

<PAGE>

     (f) If any term or  provision of this Agreement shall  be deemed prohibited
by  or  invalid under  any applicable  law, such  provision shall be invalidated
without  affecting  the  remaining  provisions  of this  Agreement, the Original
Agreement or the Loan Documents.

     (g) The Company agrees to pay or reimburse BofA (including in its  capacity
as Agent),  upon  demand,  for  all  reasonable  costs  and  expenses (including
reasonable Attorney Costs) incurred by BofA (including in its capacity as Agent)
in  connection  with  the  development, preparation,  negotiation, execution and
delivery of this Agreement.




                            [Signature pages follow]








Sf-1451502                       6.              364-Day Credit Agreement (2003)

<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly executed and delivered by their proper and duly  authorized  officers as of
the day and year first above written.



                                       ALBERTSON'S, INC.


                                       By:     /s/ John F. Boyd
                                               ---------------------------------
                                       Name:   John F. Boyd

                                       Title:  Group Vice President & Treasurer




Sf-1451502                       S-1             364-Day Credit Agreement (2003)

<PAGE>





                                       BANK OF AMERICA, N.A., as
                                       Administrative Agent and as a Bank


                                       By:     /s/ Dan M. Killian
                                               ---------------------------------
                                       Name:   Dan M. Killian

                                       Title:  Managing Director




Sf-1451502                       S-2             364-Day Credit Agreement (2003)

<PAGE>






                                       BANK ONE, NA as Syndication Agent
                                       and as a Bank


                                       By:     /s/ Steven P. Sullivan
                                               ---------------------------------
                                       Name:   Steven P. Sullivan

                                       Title:  Director




Sf-1451502                       S-3             364-Day Credit Agreement (2003)

<PAGE>





                                       UNION BANK OF CALIFORNIA, N.A.
                                       as Documentation Agent and as a Bank


                                       By:     /s/ Timothy P. Streb
                                               ---------------------------------
                                       Name:   Timothy P. Streb

                                       Title:  Vice President



Sf-1451502                       S-4             364-Day Credit Agreement (2003)

<PAGE>






                                       WELLS FARGO BANK, N.A.
                                       as Documentation Agent and as a Bank


                                       By:     /s/ Mary G. Monroe
                                               ---------------------------------
                                       Name:   Mary G. Monroe

                                       Title:  Vice President



Sf-1451502                       S-5             364-Day Credit Agreement (2003)

<PAGE>





                                       BANK OF OKLAHOMA, N.A.


                                       By:     /s/ Jane Faulkenberry
                                               ---------------------------------
                                       Name:   Jane Faulkenberry

                                       Title:  Senior Vice President



Sf-1451502                       S-6             364-Day Credit Agreement (2003)

<PAGE>





                                       COOPERATIEVE CENTRALE RAIFFEISEN-
                                       BOERENLEENBANK B.A., "RABOBANK
                                       INTERNATIONAL", NEW YORK BRANCH


                                       By:     /s/ Ian Reece
                                               ---------------------------------
                                       Name:   Ian Reece

                                       Title:  Managing Director




                                       By:     /s/ Jessalyn Peters
                                               ---------------------------------
                                       Name:   Jessalyn Peters

                                       Title:  Executive Director



Sf-1451502                       S-7             364-Day Credit Agreement (2003)

<PAGE>




                                       CREDIT SUISSE FIRST BOSTON
                                       CAYMAN ISLANDS BRANCH


                                       By:     /s/ Bill O'Daly
                                               ---------------------------------
                                       Name:   Bill O'Daly

                                       Title:  Director



                                       By:     /s/ Cassandra Droogan
                                               ---------------------------------
                                       Name:   Cassandra Droogan

                                       Title:  Associate


Sf-1451502                       S-8             364-Day Credit Agreement (2003)

<PAGE>


                                       KEYBANK NATIONAL ASSOCIATION


                                       By:     /s/ Cheryl L. Ebner
                                               ---------------------------------
                                       Name:   Cheryl L. Ebner

                                       Title:  Senior Vice President



Sf-1451502                       S-9             364-Day Credit Agreement (2003)

<PAGE>



                                       MERRILL LYNCH BANK USA


                                       By:     /s/ Louis Alder
                                               ---------------------------------
                                       Name:   Louis Alder

                                       Title:  Vice President



Sf-1451502                       S-10            364-Day Credit Agreement (2003)

<PAGE>



                                       THE BANK OF NEW YORK


                                       By:     /s/ Randolph E. J. Medrano
                                               ---------------------------------
                                       Name:   Randolph E. J. Medrano

                                       Title:  Vice President



Sf-1451502                       S-11            364-Day Credit Agreement (2003)

<PAGE>





                                       THE BANK OF NOVA SCOTIA


                                       By:     /s/ Daryl Hogge
                                               ---------------------------------
                                       Name:   Daryl Hogge

                                       Title:  Director



Sf-1451502                       S-12            364-Day Credit Agreement (2003)

<PAGE>





                                       THE NORTHERN TRUST COMPANY


                                       By:     /s/ Melissa A. Whitson
                                               ---------------------------------
                                       Name:   Melissa A. Whitson

                                       Title:  Vice President



Sf-1451502                       S-13            364-Day Credit Agreement (2003)

<PAGE>





                                       TCF NATIONAL BANK


                                       By:     /s/ Russell P. McMinn
                                               ---------------------------------
                                       Name:   Russell P.McMinn

                                       Title:  Senior Vice President



Sf-1451502                       S-14            364-Day Credit Agreement (2003)

<PAGE>





                                       UMB BANK, N.A.


                                       By:     /s/ David A. Proffitt
                                               ---------------------------------
                                       Name:   David A. Proffitt

                                       Title:  Senior Vice President



Sf-1451502                       S-15            364-Day Credit Agreement (2003)

<PAGE>




                                       WACHOVIA BANK, NATIONAL
                                       ASSOCIATION


                                       By:     /s/ Anthony D. Braxton
                                               ---------------------------------
                                       Name:   Anthony D. Braxton

                                       Title:  Director



Sf-1451502                       S-16            364-Day Credit Agreement (2003)

<PAGE>




                         SCHEDULE 2.01 (SECOND AMENDED)

                                   COMMITMENTS
                               AND PRO RATA SHARES

<TABLE>

<CAPTION>



BANK                                                                        COMMITMENT                      PRO RATA
                                                                                                              SHARE
--------------------------------------------------------------------      --------------                  -------------
<S>                                                                       <C>                            <C>

                                                                          $50,000,000.00                  14.285714286%
BANK OF AMERICA, N.A.
                                                                           45,000,000.00                  12.857142857%
BANK ONE, NA
                                                                           40,000,000.00                  11.428571429%
UNION BANK OF CALIFORNIA, N.A.
                                                                           40,000,000.00                  11.428571429%
WELLS FARGO BANK, N.A.
                                                                           25,000,000.00                   7.142857143%
MERRILL LYNCH BANK USA
                                                                           20,000,000.00                   5.714285714%
THE NORTHERN TRUST COMPANY
                                                                           20,000,000.00                   5.714285714%
KEYBANK NATIONAL ASSOCIATION
                                                                           20,000,000.00                   5.714285714%
THE BANK OF NOVA SCOTIA
                                                                           20,000,000.00                   5.714285714%
CREDIT SUISSE FIRST BOSTON
                                                                           20,000,000.00                   5.714285714%
RABOBANK INTERNATIONAL
                                                                           15,000,000.00                   4.285714286%
TCF NATIONAL BANK
                                                                           10,000,000.00                   2.857142857%
UMB BANK, N.A.
                                                                           10,000,000.00                   2.857142857%
BANK OF OKLAHOMA, N.A.
                                                                           10,000,000.00                   2.857142857%
THE BANK OF NEW YORK
                                                                            5,000,000.00                   1.428571429%
WACHOVIA BANK, NATIONAL ASSOCIATION



                                    TOTAL                                $350,000,000.00                100.000000000%*

* [9 DECIMAL PTS.]


</TABLE>




sf-1451502        S-2.01 (Second Amended)-1      364-Day Credit Agreement (2003)
<PAGE>


                         SCHEDULE 10.02 (SECOND AMENDED)

             PAYMENT OFFICES; ADDRESSES FOR NOTICES; LENDING
             -----------------------------------------------
                                    OFFICES
                                    -------

COMPANY
-------

Address for Notices:

Albertson's, Inc.
250 Parkcenter Blvd.
Box 20
Boise, Idaho  83726
Attention:      Finance Department
Telephone:      (208) 395-6534
Facsimile:      (208) 395-6631


BANK OF AMERICA, N.A., as Agent
----------------------

Notices for Borrowing, Conversions/Continuations, and Payments:

Bank of America, N.A.
Mail Code:  CA4-706-05-09
Agency Services #5596
1850 Gateway Boulevard, 5th Floor
Concord, California  94520
Attention:      Glenis Croucher, Credit Services Representative
Telephone:      (925) 675-8382
Facsimile:      (888) 969-3315

Other Notices:

Bank of America, N.A.
Mail Code: TX1-492-14-11
901 Main Street, 14th Floor
Dallas, TX 75202
Attention: Jennifer Reeves, Agency Management Officer II
Telephone:        (214) 209-4125
Facsimile:        (214) 290-9507

sf-1451502        S-10.02 (Second Amended)-1     364-Day Credit Agreement (2003)
<PAGE>

with a copy to:

Bank of America, N.A.
Portfolio Management - Retail Group
Mail Code:  TX1-492-66-01
901 Main Street, 64th Floor
Dallas, TX 75202
Attention:      Daniel M. Killian, Managing Director
Telephone:      (214) 209-0978
Facsimile:      (214) 209-0905

Agent's Payment Office:

Bank of America, N.A.
ABA No. 111000012
Attention:      Agency Administrative Services Unit #5596
Reference:      Albertson's, Inc.
For credit to Acct. No. 37508-36479


BANK OF AMERICA, N.A., as a Bank
----------------------

Domestic and Offshore Lending Office:
(Borrowing Notices, Notices of Conversion/Continuation and Payments)

Bank of America, N.A.
Mail Code:  CA4-706-05-09
Agency Services #5596
1850 Gateway Boulevard, 5th Floor
Concord, California  94520
Attention:      Glenis Croucher, Credit Services Representative
Telephone:      (925) 675-8382
Facsimile:      (888) 969-3315

All other Notices:

Bank of America, N.A.
Portfolio Management - Retail Group
Mail Code:  TX1-492-66-01
901 Main Street, 64th Floor
Dallas, TX 75202
Attention:      Daniel M. Killian, Managing Director
Telephone:      (214) 209-0978
Facsimile:      (214) 209-0905


sf-1451502        S-10.02 (Second Amended)-2     364-Day Credit Agreement (2003)

<PAGE>

BANK ONE, NA, as Syndication Agent and as a Bank
------------

Domestic and Offshore Lending Office:

Bank One, NA
1 Bank One Plaza
IL1-0088
Chicago, Illinois  60670
Attention:        Angela Watson
Telephone:        (312) 732-4398
Facsimile:        (312) 732-2715


Notices (other than  Borrowing Notices and Notices  of Conversion/Continuation):

Bank One, NA
1 Bank One Plaza
IL1-0086
Chicago, Illinois  60670
Attention:        Paul E. Rigby, Senior Vice President
Telephone:        (312) 732-6132
Facsimile:        (312) 336-4380


UNION BANK OF CALIFORNIA, N.A., as Documentation Agent and as a Bank
------------------------------

Domestic and Offshore Lending Office:

Union Bank of California, N.A.
Commercial Customer Service Unit
1980 Saturn Street
Monterey Park, California  91755
Attention:        Ruby Gonzales
Telephone:        (323) 720-7055
Facsimile:        (323) 724-6198


Notices (other than  Borrowing Notices and Notices of  Conversion/Continuation):

Union Bank of California, N.A.
350 California Street, 9th Floor
San Francisco, California  94104
Attention:        Timothy P. Streb, Vice President
Telephone:        (415) 705-7021
Facsimile:        (415) 705-5085


sf-1451502        S-10.02 (Second Amended)-3     364-Day Credit Agreement (2003)

<PAGE>


WELLS FARGO BANK, N.A., as Documentation Agent and as a Bank
----------------------

Domestic and Offshore Lending Office:

Wells Fargo Bank, N.A.
201 Third Street
MAC A0187-081
San Francisco, California  94103
Attention:        Ginnie Padgett
Telephone:        (415) 477-5374
Facsimile:        (415) 512-1943


Notices (other than  Borrowing Notices and Notices of  Conversion/Continuation):

Wells Fargo Bank, N.A.
P.O. Box 7069
MAC U1801-040
Boise, Idaho  94103
Attention:        Mary G. Monroe, Vice President & Sr. Relationship Manager
Telephone:        (208) 393-2106
Facsimile:        (208) 393-2472

Secondary Contact:

Wells Fargo Bank, N.A.
1300 SW 5th Ave.
MAC P6101-076
Portland, OR  97201
Attention:        Lisa Larpenteur, Assistant Vice President
Telephone:        (503) 886-2216
Facsimile:        (503) 886-2211


BANK OF OKLAHOMA, N.A.
----------------------

Domestic and Offshore Lending Office:

Bank of Oklahoma, N.A.
One Williams Center 84
Tulsa, Oklahoma  74172
Attention:        Sharon Shannon
Telephone:        (918) 588-6335
Facsimile:        (918) 280-3368


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Notices (other than  Borrowing Notices  and Notices of Conversion/Continuation):

Bank of Oklahoma, N.A.
P.O. Box 2300
Tulsa, Oklahoma  74192
Attention:        Jane Faulkenberry, Senior Vice President
Telephone:        (918) 588-6272
Facsimile:        (918) 280-3368


COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK
---------------------------------------------------------------
INTERNATIONAL", NEW YORK BRANCH
-------------------------------

Domestic and Offshore Lending Office:

Rabobank International
10 Exchange Place, 16th Floor
Jersey City, New Jersey 07302
Attention:        Clemencia Stewart
Telephone:        (201) 499-5245
Facsimile:        (201) 499-5328

Notices (other than  Borrowing Notices  and Notices of Conversion/Continuation):

Rabobank International
4 Embarcadero Center, Suite 3200
San Francisco, California 94111
Attention:        John J. McHugh, Vice President
Telephone:        (415) 782-9810
Facsimile:        (415) 986-8349


CREDIT SUISSE FIRST BOSTON CAYMAN ISLANDS BRANCH
------------------------------------------------

Domestic and Offshore Lending Office:

Credit Suisse First Boston Cayman Islands Branch
Eleven Madison Avenue
New York, New York 10010
Attention:        Edward Markowski
Telephone:        (212) 538-3380
Facsimile:        (212) 538-6851


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Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

Credit Suisse First Boston Cayman Islands Branch
Eleven Madison Avenue
New York, New York 10010
Attention:        William O'Daly
Telephone:        (212) 325-1986
Facsimile:        (212) 743-2254


KEYBANK NATIONAL ASSOCIATION
----------------------------

Domestic and Offshore Lending Office:

KeyBank National Association
431 E. Parkcenter Blvd.
Boise, ID  83706
Attention:        Western Loan Services, Specialty Services
Telephone:        (800) 297-5518
Facsimile:        (800) 297-5495


Notices (other  than Borrowing Notices and  Notices of Conversion/Continuation):

KeyBank National Association
601 108th Avenue, N.E., 5th Floor
Mailstop: WA-31-18-0512
Bellevue, WA  98004
Attention:        Keven D. Smith, Portfolio Manager
Telephone:        (425) 709-4579
Facsimile:        (425) 709-4587


MERRILL LYNCH BANK USA
----------------------

Domestic and Offshore Lending Office:

Merrill Lynch Bank USA
15 W. South Temple
Suite 300
Salt Lake City, UT  84101
Attention:        Frank Stepan
Telephone:        (801) 526-8316
Facsimile:        (801) 359-4667


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Notices (other than  Borrowing Notices and  Notices of Conversion/Continuation):

Merrill Lynch Bank USA
15 W. South Temple, Suite 300
Salt Lake City, UT  84101
Attention:        Butch Alder, VP - Corp. Lending Officer
Telephone:        (801) 526-8324
Facsimile:        (801) 531-7470


THE BANK OF NEW YORK
--------------------

Domestic and Offshore Lending Office:

The Bank of New York
One Wall Street, 8th Floor
New York, New York 10286
Attention:        Diane Burgess
Telephone:        (212) 635-1311
Facsimile:        (212) 635-1481


Notices (other than  Borrowing Notices and Notices  of Conversion/Continuation):

The Bank of New York
One Wall Street, 8th Floor
New York, New York 10286
Attention:        Randolph E.J. Medrano, Vice President
Telephone:        (212) 635-6804
Facsimile:        (212) 635-1483


THE BANK OF NOVA SCOTIA
-----------------------

Domestic and Offshore Lending Office:

The Bank of Nova Scotia
600 Peachtree Street, N.E. #2700
Atlanta, Georgia 30308
Attention:        Lily Hsieh
Telephone:        (404) 877-1523
Facsimile:        (404) 888-8998


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Notices (other than  Borrowing Notices and  Notices of Conversion/Continuation):

The Bank of Nova Scotia
888 S.W. 5th Avenue
Portland, Oregon 97204
Attention:        Daryl Hogge
Telephone:        (503) 222-4169
Facsimile:        (503) 222-5502



THE NORTHERN TRUST COMPANY
--------------------------

Domestic and Offshore Lending Office:

The Northern Trust Company
50 South LaSalle
Chicago, Illinois  60675
Attention:        Linda Honda
Telephone:        (312) 444-3532
Facsimile:        (312) 630-1566


Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

The Northern Trust Company
50 South LaSalle
Chicago, Illinois  60675
Attention:        Melissa A. Whitson
Telephone:        (312) 444-4473
Facsimile:        (312) 630-6062


TCF NATIONAL BANK
-----------------

Domestic and Offshore Lending Office:

TCF National Bank
500 W. Brown Deer Road
P.O. Box 170995
Milwaukee, WI 53217-8096
Attention: Sue Binder
Telephone: (414)351-8657
Facsimile: (414) 351-8694


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Notices (other  than Borrowing Notices and  Notices of Conversion/Continuation):

TCF National Bank
500 W. Brown Deer Road
P.O. Box 170995 Milwaukee, WI 53217-8096
Attention:        Russell P. McMinn, Senior Vice President
Telephone:        (414) 351-8383
Facsimile:        (414) 351-8680





UMB BANK, N.A.
--------------

Domestic and Offshore Lending Office:

UMB Bank, n.a.
928 Grand Boulevard
Kansas City, Missouri  64106
Attention:        Vaughnda Ritchie
Telephone:        (816) 860-7019
Facsimile:        (816) 860-7796

Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

UMB Bank, n.a.
1010 Grand Boulevard
Kansas City, Missouri  64106
Attention:        David A. Proffitt, Senior Vice President
Telephone:        (816) 860-7935
Facsimile:        (816) 860-7143


WACHOVIA BANK, NATIONAL ASSOCIATION
-----------------------------------

Domestic and Offshore Lending Office:

Wachovia Bank, National Association
201 So. College St.
CP-17
Charlotte, NC  28288
Attention:        Todd Tucker
Telephone:        (704) 383-0905
Facsimile:        (704) 383-7999


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Notices (other than Borrowing Notice and Notices of Conversion/Continuation):

Wachovia Bank, National Association
1339 Chestnut Street
Philadelphia, PA  19107
Attention:        Anthony Braxton, Director
Telephone:        (267) 321-6606
Facsimile:        (267) 321-6700


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