April 3, 2002



John Sims
9310 Old Indian Hill Road
Cincinnati, OH 45243

Dear John:

I am pleased  to  confirm my verbal  offer of  employment  for the  position  of
Executive  Vice  President  and  General  Counsel  for  Albertson's,  Inc.  (the
"Company"). In this assignment,  you will report directly to Larry Johnston, our
CEO.  Your  employment  with the  Company  will  commence on March 25, 2002 (the
"Effective Date").

Your initial base salary ("Base Salary") will be $400,000 per annum,  payable in
accordance with the Company's policies relating to salaried employees. Your Base
Salary may be changed by the Compensation Committee of the Board of Directors of
the Company (the "Compensation Committee") in its sole discretion.

Commencing  with the fiscal  year of the  Company  ("Fiscal  Year") in which the
Effective  Date occurs,  you will have the  opportunity to earn an incentive for
each Fiscal Year as recommended by the Compensation Committee in accordance with
the Company's  annual incentive plan applicable to the Company's senior officers
(the "Annual Incentive  Compensation Plan"). The amount of each annual incentive
shall be set by the  Compensation  Committee  and is currently  equal to seventy
percent  (70%) of Base  Salary for the fiscal  year if the  applicable  "target"
performance  goals (as defined in the Annual Bonus Plan for such period) are met
(the  "Target  Award"),  except that the award cannot  exceed one hundred  fifty
percent (150%) of Target Award.  The criteria for  determining the amount of any
Target Award and the bases upon which such Target  Award shall be payable  shall
be no less  favorable to you than those used for other senior  executives of the
Company,  such criteria and bases to be determined in the sole discretion of the
Compensation Committee.

As of the Effective Date, you will receive a $100,000 sign-on bonus.

As of the  Effective  Date,  you will be  granted  40,000  shares of  deferrable
restricted  stock  units of the  Company  ("Restricted  Stock  Unit  Award")  in
accordance  with the form of grant used by the  Company  for grants  made to its
senior  executive  officers.  Such grants shall vest at twenty percent (20%) per

<PAGE>

Mr. John Sims
March 22, 2002
Page 2

year on the  first,  second,  third,  fourth,  and  fifth  anniversaries  of the
Effective Date;  provided in each case that you have been continuously  employed
as a senior  executive  with the Company  from the  Effective  Date  through the
applicable  vesting date, except as otherwise  provided in this letter agreement
and in such  deferrable  restricted  stock unit  agreement.  To the extent  that
dividends are paid on Company common stock after the Effective Date and prior to
the date that the Company  common  stock that is subject to a  Restricted  Stock
Unit Award is issued to you,  you shall be entitled to receive a cash payment in
an amount equal to the dividends you would have been entitled to receive had you
been the owner of such unissued shares on the date such dividends are paid. Such
cash payment  shall be made at the same time  payment of  dividends  are made to
other shareholders of Company common stock.

As of the Effective  Date, you will be granted an option  ("Initial  Option") to
purchase  an amount  equal in value to three  million  dollars  ($3,000,000)  of
common  stock of the  Company at a per share  exercise  price  equal to the fair
market  value  of the  common  stock of the  Company  on the  Effective  Date in
accordance  with the form of grant used by the  Company  for grants  made to its
senior executive officers;  provided that the provisions of such grant shall not
be inconsistent with, or provide for additional obligations upon you beyond, the
terms of this letter  agreement,  and shall be subject to  reasonable  review by
your counsel. Such grant will vest and become exercisable in annual installments
at the rate of 20% of the total  shares  granted on each of the  first,  second,
third,  fourth,  and  fifth  anniversaries  of the  Effective  Date  (each  such
installment,  an "Initial Option  Installment");  provided in each case that you
have been continuously  employed as a senior executive with the Company from the
Effective Date through the applicable vesting date, except as otherwise provided
in this letter agreement and in such stock option grant agreement.

You will be eligible to receive  additional  grants of stock options to purchase
shares of common  stock of the Company from time to time as  recommended  by the
Compensation  Committee in its sole  discretion in accordance with the Company's
usual form of grant.  The average  option for an Executive  Vice President is an
amount  equal in value to three  million  dollars  ($3,000,000),  the  number of
shares of which shall be equal to three million dollars  ($3,000,000) divided by
the closing New York Stock Exchange price of the Company's  stock on the date of
such grant (which would be  approximately  100,000 shares based on a stock price
of $30),  and vesting at the rate of twenty  percent  (20%) of the total  shares
granted on each of the first, second,  third, fourth, and fifth anniversaries of
the date of such grant.  Subsequent  annual  option  awards  otherwise  shall be
subject to the terms and conditions as generally  apply to stock options granted
to other senior  executive  officers who  participate  in the  Company's  equity
incentive plans.

     The Company will maintain, for your benefit, officer liability insurance in
a form it  maintains  for its  other  senior  executive  officers.  You  will be
indemnified  by the Company  against  liability as an officer of the Company and
any  subsidiary  or affiliate of the Company to the same extent as the Company's

<PAGE>

Mr. John Sims
March 22, 2002
Page 3

other senior officers.  Your rights to such  indemnification  and insurance will
continue  so  long as you may be  subject  to  liability,  whether  or not  your
employment may have terminated prior thereto.

     You  will be  provided  with  four  (4)  weeks  of paid  vacation  per year
beginning  with the 2002  calendar  year and sick  leave  and paid  holidays  in
accordance  with the Company's  standard  policy  regarding  these  benefits for
senior executive officers of the Company.

     You  will  also  be  eligible  to  participate  in  each  fringe,  welfare,
retirement and incentive  programs  adopted from time to time by the Company for
the  benefit  of,  and which  generally  apply to, its  highest  level of senior
executive officers from time to time,  including the Company's 401(k) and profit
sharing  plans,  in accordance  with the terms of such plans and  programs.  The
Company  will waive any  otherwise  applicable  waiting  periods for its medical
benefits and life insurance plans.

     The Company will reimburse you in accordance with the Company's  relocation
policy  provided  under its "Full  Service  Move  Program  for Senior  Executive
Officers" (the "Relocation  Program"),  a copy of which has been provided to you
previously,  in connection with your relocation to Boise, Idaho. Pursuant to the
Relocation Program, you will be entitled to a "gross-up" payment with respect to
those  reimbursement  payments  described in the Relocation Program in an amount
such that, after payment of all applicable taxes on such reimbursement  payments
and  "gross-up"  payment,  you  retain  an  amount  equal to the  amount of such
reimbursement payments.

     In the event of your  termination  of employment by the Company  within two
(2) years of the  Effective  Date for any reason other than cause,  you shall be
entitled to receive:

     (a) Any earned, but unpaid, Base Salary;

     (b) Any earned,  but unpaid,  bonus for any Fiscal Year that ended prior to
         the Fiscal Year in which the date of termination occurs;

     (c) The cash equivalent of any accrued, but unused, vacation; and

     (d) Any accrued employee  benefits,  subject to the terms of the applicable
         employee benefit plans.

The Company  will provide a severance  program  that will be  effective  for the
first two (2) years of your employment.  If your employment is terminated during
the two years for any  reason  other  than for cause,  you will be  eligible  to
receive a lump sum severance payment equal to $680,000 (commencement base salary
plus target award).


<PAGE>

Mr. John Sims
March 22, 2002
Page 4

Please  understand that this offer is subject to the Company having completed to
its satisfaction any background or reference checks, as it may deem appropriate.
Further,  this letter shall not be construed to create an employment contract of
any kind,  express or implied,  and your  employment  status shall be and remain
"employment at will";  provided,  however,  that upon  termination  you shall be
entitled to the benefits as set forth in this letter.

     As a condition to receipt of any severance  payments or continued  benefits
under this  letter upon your  termination  for any  reason,  you will  execute a
release agreement  reasonably  satisfactory to the Company releasing any and all
claims arising out of your employment with the Company.

     In the event of any conflict between the terms of this letter agreement and
the terms of any other agreement,  award or arrangement contemplated hereby, the
terms of this letter agreement shall control.

     If the terms outlined above reflect your understanding of our offer and you
accept  employment  based on these terms,  please  indicate  your  acceptance by
signing  the two  original  letters  provided.  Please  keep one letter for your
records and return the other to me.

     We are extremely  pleased to have you join the Albertson's team, and I look
forward to our association with you in this important role at Albertson's.


                                       Sincerely,


                                       /s/  Kathy Herbert

                                       Kathy Herbert
                                       Executive Vice President
                                       Human Resources

Accepted and agreed to this
4th day of April, 2002



/s/  John R. Sims
---------------------------
John R. Sims