Exhibit 10.9.1


                           The Vons Companies, Inc.

                             Amended and Restated

            Severance Plan for Senior Management and Key Employees


            This Amended and Restated Severance Plan (the "Plan") shall 
become effective with respect to any particular Designated Employee 
(as defined below) as of the later of July 15, 1996 and the date a 
Senior Management and Key Employee Severance Agreement, incorporating 
all or any portion of the terms hereof, is executed between such 
Designated Employee and The Vons Companies, Inc. (the "Company").

1.    Purpose
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            The principal purposes of the Plan are to (i) provide 
      an incentive to the Designated Employees to remain in the employ 
      of the Company, notwithstanding any uncertainty and job insecurity 
      which may be created by an actual or prospective Change in Control,
      (ii) encourage the Designated Employees' full attention and 
      dedication to the Company currently and in the event of any 
      actual or prospective Change in Control, and (iii) provide an 
      incentive for the Designated Employees to be objective concerning 
      any potential Change in Control and to fully support any Change 
      in Control transaction approved by the Board of Directors.

2.    Definitions
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            Terms not otherwise defined in the Plan shall have the 
      meanings set forth in this Section 2.

            (a)  Compensation.  "Compensation" shall mean the sum of 
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      (x) the highest of the Designated Employee's annual base salary 
      (i) at the time the Notice of Termination provided for in 
      Section 3(c) of the Plan is given or (ii) for any of the three 
      most recent fiscal years completed prior to the Change in Control 
      as a result of which the Designated Employee is entitled to 
      receive benefits hereunder, (y) the average annual cash 
      "short-term incentive compensation bonus," as defined below, 
      for the Designated Employee, whether pursuant to a then existing 
      plan of the Company or otherwise, with respect to any of the 
      three most recent fiscal years preceding the year in which the 
      Date of Termination occurs for which a "short-term incentive
      compensation bonus" was paid or for which the amount of 
      "short-term incentive compensation bonus," if any, was  
      finally determined and (z) the average annual amount allocated 
      to the Designated Employee under the Company's Profit Sharing 
      Plan for such prior three years.  For purposes of this Plan, a 
      "short-term incentive compensation bonus" shall mean a lump 
      sum cash amount, whether contingent or fixed, determined on 
      an annual basis as an incentive to Designated Employees and 
      based on the Designated Employee's merit or value and/or on 
      the performance of such Designated Employee, of the Company 
      or its outstanding securities, and/or of the operating unit 
      of which such Designated Employee is a part, but shall not 
      include (by way of example, and not limitation):  (i) one-time 
      payments in the nature of "sign-on" bonuses made to induce a 
      Designated Employee to accept initial employment with the 
      Company; (ii) amounts paid to reimburse the Designated 
      Employee for actual or deemed out-of-pocket expenses, such 
      as tax preparation, estate planning, financial advisory, 
      career counseling, health care, education or relocation 
      expenses; (iii) amounts paid to the Designated Employee upon 
      the exercise and cancellation of a stock appreciation right 
      previously granted; (iv) amounts paid to the Designated 
      Employee in the nature of a retention bonus designed to 
      encourage the Employee to remain in the employ of the Company 
      through a specified date or through the occurrence of a 
      specified event; (v) any severance or termination payments 
      or damages paid to the Employee; (vi) any amounts received 
      by the Designated Employee with respect to a health, 
      welfare or retirement benefit plan, program or arrangement 
      of the Company, or payments made to the Employee in 
      lieu of contributions made to such plan, program or 
      arrangement; or (vii) any amounts paid to the Designated 
      Employee pursuant to the Company's Long-Term Incentive Plan 
      originally approved by the Board of Directors on 
      February 19, 1992, or any successor thereto.

            (b)  Cause.  For purposes of the Plan and any agreements 
                 -----
      entered into pursuant to the Plan only, "Cause" shall mean:  
      (i) the commission of acts constituting a crime of moral 
      turpitude (other than driving under the influence of alcohol), 
      (ii) conduct which is malicious or known or intended to be 
      contrary to the best interest of the Company and which causes 
      material harm to the Company, or (iii) habitual neglect of duty 
      if the Designated Employee shall have been given five (5) business 
      days' written notice by the Company of such habitual neglect 
      and such habitual neglect shall not have been cured prior 
      to the expiration of such five (5) business day period; 
      provided, however, that a Designated Employee shall have been 
      advised of such determination in writing at the time of  his 
      or her termination, with a reasonable specification in such 
      writing of the facts constituting Cause.

            (c)  Change in Control.  A "Change in Control" of the
                 -----------------
      Company shall be deemed to have occurred if there shall be 
      consummated (w) any acquisition by another person of voting 
      stock of the Company if such person shall thereafter be the 
      beneficial owner of 50% or more of such outstanding voting 
      stock; (x) any merger or consolidation of the Company with or 
      into any other person, as the result of which the holders 
      of the Company's voting stock immediately prior to the 
      transaction shall, on the basis of such holdings prior 
      to such transaction, hold less than 50% of the total 
      outstanding voting stock of the surviving corporation 
      immediately upon completion of the transaction; (y) any sale 
      or exchange of all or substantially all of the property and 
      assets of the Company; or (z) any change in a majority of 
      the board of directors of the Company occurring within a 
      period of two years or less, such that a majority of the 
      board of directors is comprised of individuals who are not 
      "Continuing Directors."  For purposes of the foregoing, a 
      Continuing Director shall be a director (i) who was in office 
      at the commencement of such period of two years or (ii) who 
      was elected subsequent to the commencement of such period 
      with the approval of not less than a majority of those 
      directors referred to in clause (i) who are then in office.  
      Any director meeting the qualifications of clause (ii) of 
      the previous sentence shall, with respect to further 
      determinations after the date of such director's initial 
      election, be deemed to be a director meeting the 
      qualifications of clause (i) of the previous sentence.  As 
      used herein the term "person" shall have the meaning of such 
      term under Sections 13(d) and 14(d) of the Securities Exchange 
      Act of 1934 (the "Act"); and the term "beneficial owner" 
      shall have the meaning set forth in Rule 13d-3 under the 

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      Act.  Notwithstanding the foregoing, a Change of Control shall 
      not be deemed to have occurred under clauses (w), (x) or (y) 
      if the acquirer, purchaser or 50% owner is an employee benefit 
      plan (or related trust) sponsored or maintained by the Company 
      or any corporation controlled by the Company. 

            (d)  Designated Employees.  "Designated Employees" shall 
                 --------------------
      refer to those employees of the Company and its subsidiaries 
      who are parties to agreements with the Company, substantially 
      in the form of Exhibit A attached hereto (with such changes as 
      may be approved by the Board of Directors or the Compensation 
      Committee or other duly authorized committee thereof), 
      incorporating terms and provisions of this Plan.  Each such 
      agreement shall indicate  whether the particular Designated 
      Employee is in Group A, Group B, or Group C for the purposes 
      hereof.

            (e) Good Reason.  A Designated Employee's termination of
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      employment with the Company shall be deemed for "Good Reason" 
      if it occurs within six months of any of the following 
      without the Designated Employee's express written consent:

                    (i)    Any change in the nature, or diminution in 
            the status, of the Designated Employee's duties or 
            position from those in effect immediately prior to the 
            Change in Control (other than one that is immaterial);

                    (ii)   A reduction by the Company in the 
            Designated Employee's annual base salary as in effect 
            on the date of a Change in Control of the Company or 
            as in effect thereafter if such compensation has been 
            increased and such increase was approved prior to the 
            Change of Control;

                    (iii)  A reduction by the Company in the overall 
            value of benefits provided to the Designated Employee, 
            as in effect on the date of a Change in Control of the 
            Company or as in effect thereafter if such benefits 
            have been increased and such increase was approved prior 
            to the Change of Control.  As used herein, "benefits" 
            shall include all profit sharing, retirement, pension, 
            health, medical, dental, disability, insurance, 
            automobile, and similar benefits;

                    (iv)   A failure to continue in effect any stock 
            option or other equity-based or non-equity based 
            incentive compensation plan in effect immediately prior 
            to the Change in Control, or a reduction in the 
            Designated Employee's relative participation in any 
            such plan, unless the Designated Employee is afforded 
            the opportunity to participate in an alternative 
            incentive compensation plan of reasonably equivalent value;

                    (v)    A failure to provide the Designated Employee 
            the same number of paid vacation days per year available 
            to him or her prior to the Change in Control, or any 
            material reduction or the elimination of any material 
            benefit or perquisite enjoyed by the Designated 
            Employee immediately prior to the Change in Control;

                    (vi)   Relocation of the Designated Employee's 
            principal place of employment to any place more than 35

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            miles from the office theretofore regularly occupied 
            by the Designated Employee, except for required travel 
            by the Designated Employee on the Company's business;

                    (vii)  Any breach by the Company of any provision 
            of the Plan or of any agreement entered into pursuant to 
            the Plan; or

                    (viii) Any failure by the Company to obtain 
            the assumption of the Plan or any agreement entered 
            into pursuant to the Plan by any successor or assign 
            of the Company; 

      provided that for purposes of clauses (ii) through (v) above, 
      -------- ----
      "Good Reason" shall not exist if the aggregate value of all 
      salary, benefits, incentive compensation arrangements, 
      perquisites and other compensation is reasonably equivalent 
      to the aggregate value of salary, benefits, incentive 
      compensation arrangements, perquisites and other compensation 
      as in effect immediately prior to the Change in Control, or as 
      in effect thereafter if the aggregate value of such items 
      has been increased and such increase was approved prior to the 
      Change in Control.

3.    Termination Following Change in Control
      ---------------------------------------

            (a)  Termination of Employment.  If a Change in Control
                 ------------------------- 
      of the  Company shall have occurred while the Designated 
      Employee is still an employee of the Company, the Designated 
      Employee shall be entitled to the compensation provided in 
      Section 4 upon the subsequent termination, within two years 
      of such Change in Control, of the Designated Employee's 
      employment with the Company unless such termination is as a 
      result of:  (i) the Designated Employee's death; (ii) the 
      Designated Employee's Disability (as defined in Section 3(b)  
      below); (iii) the Designated Employee's mandatory retirement 
      in accordance with law and the Company's retirement policies 
      as they may exist prior to the Change in Control; (iv) the 
      Designated Employee's termination by the Company for Cause; 
      or (v) the Designated Employee's decision to terminate his  
      employment with the Company other than for Good Reason.  In 
      addition to the circumstances described above, if a change in 
      Control of the Company shall have occurred while the Designated 
      Employee is still an employee of the Company, such Designated 
      Employee shall be entitled to the compensation provided in 
      Section 4 in the event of his voluntary termination of 
      employment with the Company during the 60-day period commencing 
      upon  the first anniversary of the Change of Control. 

            (b)  Disability.  If, as a result of the Designated
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      Employee's incapacity due to physical or mental illness, 
      the Designated Employee shall have been absent from his duties 
      with the Company on a full-time basis for six months and, within 
      30 days after written Notice of Termination thereafter given 
      by the Company, the Designated Employee shall not have returned 
      to the full-time performance of the Designated Employee's 
      duties, the Company may terminate the Designated Employee's 
      employment for "Disability".

            (c)  Notice of Termination.  Any purported termination 
                 ---------------------
      of the Designated Employee's employment by the Company or 
      the Designated Employee hereunder shall be communicated by a 
      Notice of Termination to the other party in accordance with the 
      terms of the agreement entered into pursuant to the Plan. 

                                   - 4 -

      For purposes of the Plan and any agreement entered into 
      pursuant hereto, a "Notice of Termination" shall mean a 
      written notice which shall indicate those specific termination
      provisions in the Plan applicable to the termination and 
      which sets forth in reasonable detail the facts and 
      circumstances claimed to provide a basis for application 
      of the provisions so indicated.

            (d)  Date of Termination.  "Date of Termination" shall 
                 -------------------
      mean (i) if the Designated Employee is terminated by the 
      Company for Disability, 30 days after Notice of Termination is 
      given to the Designated Employee (provided that the Designated 
      Employee shall not have returned to the performance of the 
      Designated Employee's duties on a full-time basis during such 
      30-day period) or (ii) if the Designated Employee's 
      employment is terminated by the Company for any other reason 
      or by the Designated Employee, the date on which a Notice 
      of Termination is given.

4.    Severance Compensation upon Termination of Employment
      -----------------------------------------------------

            If the Designated Employee's employment with the 
      Company shall be terminated as provided in Section 3(a) of 
      the Plan, then the Company shall:

                    (i)    Pay to the Designated Employee as severance 
            pay in a lump sum, in cash, on or before the twentieth 
            business day following the Date of Termination, an 
            amount equal to the multiple specified on Exhibit B 
            times the Designated Employee's Compensation;

                    (ii)   Provide the Designated Employee, for 
            three years (or such shorter period as the Designated 
            Employee may elect) with disability, health, life and 
            accidental death and dismemberment benefits substantially 
            similar to those benefits which the Designated Employee is 
            receiving immediately prior to the Change of Control or, 
            if greater, immediately prior to the Notice of Termination.  
            Benefits otherwise receivable by the Designated Employee 
            pursuant to this Section 4(ii) shall be reduced to the 
            extent comparable benefits are actually received by the 
            Designated Employee during such period as the result of 
            his or her employment with another person.

                    (iii)  Take all such action as may be 
            necessary or appropriate to provide the Designated 
            Employee the benefit of additional credit for that number 
            of years of service specified on Exhibit B for all 
            purposes under the Company's retirement plans (both 
            qualified and supplemental, but excluding the Company's 
            Profit Sharing Plan), in existence on the date of 
            this Plan; provided, that the Company may, at its 
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            election, provide in lieu of such credit under any 
            qualified plan a nonqualified benefit comparable 
            to the benefit that would have been resulted if 
            such credit had been given under such qualified plan.

                        (iv) Provide the Designated Employee with 
            appropriate outplacement counselling at a cost not 
            to exceed $25,000 or, if so elected by the 
            Designated Employee, $25,000 in a cash lump sum 
            payment.

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                    (v)  If the Designated Employee is in Group C, 
            provide the Designated Employee with financial 
            counselling at a cost not to exceed $10,000.

5.    "Parachute Payment" Provisions
       -----------------------------

            (a)      Definitions.  For purposes of this Section 5,
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      the following terms shall have the following meanings:  
      (i) "Code" shall mean the Internal Revenue Code of 1986, as 
      amended; (ii) a "Payment" shall mean any payment or 
      distribution in the nature of compensation to or for the 
      benefit of a Designated Employee, whether paid or payable 
      pursuant to this Plan or otherwise; (iii) "Plan Payment" 
      shall mean a Payment paid or payable pursuant to this 
      Plan (disregarding this Section 5); (iv) "Net After Tax 
      Receipt" shall mean the Present Value of a Payment net of 
      all taxes imposed on a Designated Employee with respect 
      thereto under Sections 1 and 4999 of the Code, determined 
      by applying the highest marginal rate under Section 1 of 
      the Code which applied to the Designated Employee's 
      taxable income for the immediately preceding taxable year; 
      (v) "Present Value" shall mean such value determined in 
      accordance with Section 280G(d)(4) of the Code; (vi) 
      "Reduced Amount" shall mean the greatest aggregate amount 
      of Plan Payments which (A) is less than the sum of all Plan 
      Payments and (B) results in aggregate Net After Tax Receipts 
      which are equal to or greater than the Net After Tax Receipts 
      which would result if the Designated Employee were paid the 
      sum of all Plan Payments; (vii) "Accounting Firm" shall mean 
      KPMG Peat Marwick LLP or such other certified public accounting 
      firm as may be designated by a Designated Employee; and 
      (viii)  "Excise Tax" means the excise tax imposed by Section 
      4999 of the Code and any interest or penalties with respect to 
      such excise tax.

            (b)      Certain Reductions in Payments for Designated 
                     ----------------------------------------------
      Employees in Groups A and B.  (i)  Anything in this Plan
      ---------------------------      
      to the contrary notwithstanding, before any Plan Payments are 
      made by a Designated Employee in Group A or Group B, the 
      Accounting Firm shall determine whether receipt of all Payments 
      would subject a Designated Employee in Group A or Group B to 
      the Excise Tax, and if so, the Accounting Firm shall also 
      determine whether some amount of Plan Payments would meet 
      the definition of a "Reduced Amount."  If the Accounting 
      Firm determines that there is a Reduced Amount, the aggregate 
      Plan Payments to such Designated Employee shall be reduced 
      to such Reduced Amount. 

                     (ii)     If the Accounting Firm determines 
      that the aggregate Plan Payments should be reduced to 
      the Reduced Amount, the Company shall promptly give 
      the Designated Employee notice to that effect and a 
      copy of the detailed calculation thereof, and the 
      Designated Employee may then elect, in his or her 
      sole discretion, which and how much of the Plan 
      Payments shall be eliminated or reduced (as long as 
      after such election the present value of the aggregate 
      Plan Payments equals the Reduced Amount), and shall 
      advise the Company in writing of his or her election 
      within ten days of his or her receipt of notice.  If no 
      such election is made by the Designated Employee within 
      such ten-day period, the Company may elect which of such 
      Plan Payments shall be eliminated or reduced (as long as 
      after such election the present value of the aggregate 
      Plan Payments equals the Reduced Amount) and shall notify
      the Designated Employee promptly of such election.  As 

                                   - 6 -
      promptly as practicable following such determination, the 
      Company shall pay to or distribute for the benefit of the 
      Designated Employee such Plan Payments as are then due 
      to the Designated Employee under this Plan and shall promptly 
      pay to or distribute for the benefit of the Designated Employee 
      in the future such Plan Payments as become due to the 
      Designated Employee under this Plan. 

            (iii) While it is the intention of the Company to 
      reduce the amounts payable or distributable to the Designated 
      Employees in Group A and Group B only if the aggregate Net 
      After Tax Receipts to such a Designated Employee would 
      thereby be increased, as a result of the uncertainty in the 
      application of Section 4999 of the Code at the time of the 
      initial determination by Accounting Firm hereunder, it is 
      possible that amounts will have been paid or distributed by 
      the Company to or for the benefit of such a Designated 
      Employee pursuant to this Plan which should not have been so 
      paid or distributed ("Overpayment") or that additional amounts 
      which will have not been paid or distributed by the Company to 
      or for the benefit of such a Designated Employee pursuant to 
      this Plan could have been so paid or distributed 
      ("Underpayment"), in each case, consistent with the calculation 
      of the Reduced Amount hereunder.  In the event that Accounting 
      Firm, based upon the assertion of a deficiency by the Internal 
      Revenue Service against either the Company or the Designated 
      Employee which Accounting Firm believes has a high probability 
      of success, determines that an Overpayment has been made, 
      any such Overpayment paid or distributed by the Company to or 
      for the benefit of a Designated Employee shall be treated 
      for all purposes as a loan to the Designated Employee which 
      the Designated Employee shall repay to the Company together 
      with interest at the applicable federal rate provided for in 
      Section 7872(f)(2) of the Code; provided, however, that no 
      such loan shall be deemed to have been made and no amount 
      shall be payable by a Designated Employee to the Company if 
      and to the extent such deemed loan and payment would not either 
      reduce the amount on which the Designated Employee is subject 
      to tax under Section 1 and Section 4999 of the Code or 
      generate a refund of such taxes.  In the event that 
      Accounting Firm, based upon controlling precedent or 
      substantial authority, determines that an Underpayment 
      has occurred, any such Underpayment shall be promptly paid 
      by the Company to or for the benefit of the Designated 
      Employee together with interest at the applicable federal 
      rate provided for in Section 7872(f)(2) of the Code.
      
            (c)  Certain Additional Payments by the Company to 
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      Designated Employees in Group C.  (i)  Anything in this Plan 
      -------------------------------
      to the contrary notwithstanding and except as set forth below, 
      in the event it shall be determined that any Payment to or 
      for the benefit of any Designated Employee in Group C would 
      be subject to the Excise Tax, then the Designated Employee 
      shall be entitled to receive an additional payment 
      (a "Gross-Up Payment") in an amount such that after payment 
      by the Designated Employee of all taxes (including any 
      interest or penalties imposed with respect to such taxes), 
      including, without limitation, any income taxes (and any 
      interest and penalties imposed with respect thereto) and 
      Excise Tax imposed upon the Gross-Up Payment, the 
      Designated Employee retains an amount of the Gross-Up Payment 
      equal to the Excise Tax imposed upon the Payments.  
      Notwithstanding the foregoing provisions of this Section 
      5(c), if it shall be determined that the Designated Employee 
      is entitled to a Gross-Up Payment, but that the Designated
      Employee, after taking into account the Payments and the 
      Gross-Up Payment, would not receive a net after-tax benefit 
      of at least $50,000 (taking into account both income taxes 

                                   - 7 -

      and any Excise Tax) as compared to the net after-tax proceeds 
      to the Designated Employee resulting from an elimination of 
      the Gross-Up Payment and a reduction of the Payments, in 
      the aggregate, to an amount (the "Reduced Amount") such 
      that the receipt of Payments would not give rise to any Excise 
      Tax, then no Gross-Up Payment shall be made to the Designated 
      Employee and the Payments, in the aggregate, shall be reduced 
      to the Reduced Amount.
      
                     (ii)  Subject to the provisions of Section 
      5(c)(iii), all determinations required to be made under this 
      Section 5(c), including whether and when a Gross-Up Payment 
      is required and the amount of such Gross-Up Payment and 
      the assumptions to be utilized in arriving at such 
      determination, shall be made by the Accounting Firm, 
      which shall provide detailed supporting calculations both 
      to the Company and the Designated Employee within ten days 
      of the receipt of notice from the Designated Employee that 
      there has been a Payment, or such earlier time as is requested 
      by the Company.  Any Gross-Up Payment, as determined pursuant 
      to this Section 5(c), shall be paid by the Company 
      to the Designated Employee within five days of the receipt 
      of the Accounting Firm's determination.  As a result 
      of the uncertainty in the application of Section 4999 of 
      the Code at the time of the initial determination by the 
      Accounting Firm hereunder, it is possible that Gross-Up 
      Payments which will not have been made by the Company should  
      have been made ("Underpayment"), consistent with  the 
      calculations required to be made hereunder.  In the event 
      that the Company exhausts its remedies pursuant to 
      Section 5(c)(iii) and the Designated Employee thereafter 
      is required to make a payment of any Excise Tax, the 
      Accounting Firm shall determine the amount of the Underpayment 
      that has occurred and any such Underpayment shall be promptly 
      paid by the Company to or for the benefit of the Designated 
      Employee.
      
                     (iii)  A Designated Employee in Class C shall 
      notify the Company in writing of any claim by the 
      Internal Revenue Service that, if successful, would require 
      the payment by the Company of the Gross-Up Payment.  Such 
      notification shall be given as soon as practicable but no 
      later than ten business days after the Designated Employee 
      is informed in writing of such claim and shall apprise the 
      Company of the nature of such claim and the date on which 
      such claim is requested to be paid.  The Designated Employee 
      shall not pay such claim prior to the expiration of the 
      30-day period following the date on which he or she gives 
      such notice to the Company (or such shorter period ending 
      on the date that any payment of taxes with respect to 
      such claim is due).  If the Company notifies the Designated 
      Employee in writing prior to the expiration of such period 
      that it desires to contest such claim, the Designated 
      Employee shall:
      
                (A)  give the Company any information reasonably 
            requested by the Company relating to such claim,
            
                (B)  take such action in connection with 
            contesting such claim as the Company shall reasonably 
            request in writing from time to time, including, 
            without limitation, accepting legal representation with 
            respect to such claim by an attorney reasonably selected 
            by the Company,
            
                (C)  cooperate with the Company in good faith 
            in order effectively to contest such claim, and

                                   - 8 -
            
                (D)  permit the Company to participate in any 
            proceedings relating to such claim;

      provided, however, that the Company shall bear and pay directly 
      all  costs and expenses (including additional interest and 
      penalties) incurred in connection with such contest and shall 
      indemnify and hold the Designated Employee harmless, on an 
      after-tax basis, for any Excise Tax or income tax (including 
      interest and penalties with respect thereto) imposed as a result 
      of such representation and  payment of costs and expenses.  
      Without limitation on the foregoing provisions of this 
      Section 5(c)(iii), the Company shall control all proceedings 
      taken in connection with such contest and, at its sole option, 
      may pursue or forgo any and all administrative appeals, 
      proceedings, hearings and conferences with the taxing authority 
      in respect of such claim and may, at its sole option, either 
      direct the Designated Employee to pay the tax claimed and sue 
      for a refund or contest the claim in any permissible manner, 
      and the Designated Employee agrees to prosecute such contest 
      to a determination before any administrative tribunal, in a 
      court of initial jurisdiction and in one or more appellate 
      courts, as the Company shall determine; provided, however, 
      that if the Company directs the Designated Employee to pay 
      such claim and sue for a refund, the Company shall advance 
      the amount of such payment to the Designated Employee, on 
      an interest-free basis and shall indemnify and hold the 
      Designated Employee harmless, on an after-tax basis, from any 
      Excise Tax or income tax (including interest or penalties 
      with respect thereto) imposed with respect to such advance 
      or with respect to any imputed income with respect to such 
      advance; and further provided that any extension of the 
      statute of limitations relating to payment of taxes for the 
      taxable year of the Designated Employee with respect to 
      which such contested amount is claimed to be due is limited 
      solely to such contested amount.  Furthermore, the Company's 
      control of the contest shall be limited to issues with respect 
      to which a Gross-Up Payment would be payable hereunder and the 
      Designated Employee shall be entitled to settle or contest, as 
      the case may be, any other issue raised by the Internal 
      Revenue Service or any other taxing authority.
      
              (iv)  If, after the receipt by the Designated 
      Employee of an amount advanced by the Company pursuant 
      to Section 5(c)(iii), the Designated Employee becomes 
      entitled to receive any refund with respect to such 
      claim, the Designated Employee shall (subject to the 
      Company's complying with the requirements of Section 
      5(c)(iii)) promptly pay to the Company the amount of such 
      refund (together with any interest paid or credited thereon 
      after taxes applicable thereto).  If, after the receipt by 
      the Designated Employee of an amount advanced by the Company 
      pursuant to Section (c)(iii), a determination is made that 
      the Designated Employee shall not be entitled to any refund 
      with respect to such claim and the Company does not notify 
      the Designated Employee in writing of its intent to contest 
      such denial of refund prior to the expiration of 30 days 
      after such determination, then such advance shall be forgiven 
      and shall not be required to be repaid and the  amount of 
      such advance shall offset, to the extent thereof, the amount 
      of Gross-Up Payment required to be paid.

            (d)  All fees and expenses of the Accounting Firm shall 
      be paid for by the Company.  All determinations made by the 
      Accounting Firm under this Section 5 shall be binding upon 
      the Company and the Designated Employees

                                   - 9 -


6.    Dispute Resolution
      ------------------

            (a)      Any disputes or controversies relating to the 
      validity of the Plan or the Company's authorization or 
      adoption thereof or the Company's due authorization of any 
      agreement entered into between the parties pursuant to the 
      Plan and any and all other disputes or controversies arising 
      out of or relating to the Plan or any agreement entered into 
      between the parties pursuant to the Plan, including any 
      disputes relating to the enforceability of either or the 
      interpretation of either, shall be governed by the laws of 
      the State of Michigan, without giving effect to its conflict 
      of laws provisions.

            (b)      Subject to paragraph (c) below, any and all 
      such disputes shall be submitted to binding arbitration 
      before one arbitrator of the American Arbitration Association 
      conducted in Los Angeles County in accordance with the rules 
      of such association.  Subject to paragraph (d) below, all fees 
      and expenses of any arbitration, including the fees and expenses 
      of the arbitrator but not including fees and expenses incurred 
      by the Company or the Designated Employee for counsel or 
      otherwise, shall be borne by the Company; provided that in the 
      event the arbitrator determines that the Company is the 
      prevailing party in the arbitration, then such fees and 
      expenses shall be borne by the Designated Employee.  The award 
      of the arbitrator shall be final and binding upon the parties, 
      shall not be subject to review or appeal and shall be enforceable 
      in any court of proper jurisdiction.  All reasonable costs 
      of enforcement of an award by the prevailing party, including 
      fees and expenses of counsel, are to be borne by the other party.

            (c)      At the election of the Designated Employee, 
      by written notice to the Company prior to the selection of 
      an arbitrator pursuant to the preceding paragraph, any 
      dispute or controversy may be submitted for decision in 
      accordance with the following procedure:  One of the following 
      attorneys shall be selected, by lot:  Gavin Miller, Robert 
      Carlson, Thomas Unterman, William Gould, Ken  Bishop, 
      C. Douglas Kranwinkle and Edward Jessup.  In the event the 
      person so selected shall be unable or unwilling to serve, 
      by reason of conflicts of interest or otherwise, then a 
      second such person shall be selected by the same procedure, 
      and if necessary the procedure shall be repeated.  The 
      person so selected (the "Attorney") shall be employed 
      jointly by the Company and the Designated Employee, to 
      decide the dispute or controversy fairly and impartially, 
      in accordance with the Plan and the applicable agreement 
      pursuant to the Plan, and in accordance with applicable 
      law.  The Attorney shall establish such procedure as 
      he deems appropriate under the circumstances, having in 
      mind the nature of the dispute or controversy and the amount 
      in dispute, with a view to reaching a decision as 
      speedily and inexpensively as possible, consistent with 
      the interests of the parties.  Each of the Company and 
      the Designated Employee shall cooperate in making available 
      to the Attorney all such information, documents and 
      personnel as the Attorney may request for the purpose of  
      reaching a decision hereunder.  The Attorney may obtain 
      assistance in rendering his or her decision hereunder 
      from other attorneys employed in the same law firm, a law 
      firm qualified to practice in the State of Michigan 
      and/or an independent accounting firm which the Attorney 
      may retain for the purpose.  The decision of the Attorney 
      shall be set forth in writing, shall be final and binding 
      upon the parties, shall not be subject to review or appeal 
      and shall be enforceable in any court of proper jurisdiction.  
      Subject to paragraph (d) below, all fees and expenses of 

                                   - 10 -

      any proceeding before the Attorney, including the fees and 
      expenses of the Attorney, shall be borne by the Company; 
      provided that in the event the Attorney determines that the 
      Company is the prevailing party in the proceeding, then such 
      fees and expenses shall be borne by the Designated Employee.  
      The Attorney shall have no liability to the Company or to 
      the Designated Employee for any action or omission to 
      act hereunder, unless such action or omission to act shall 
      be shown to have been not in good faith or to have amounted 
      to willful misconduct or gross negligence.  All reasonable 
      costs of enforcement of an award by the prevailing party 
      shall be borne by the other party.

            (d)      The Company, consistent with the authority 
      therefor granted in Article VIII of the Company's bylaws, 
      and as authorized by Sections 561 et seq. of the 
                                        -- ---
      Michigan Business Corporation Act, will indemnify and 
      reimburse the Designated Employee for actual and reasonable 
      expenses, including the fees and expenses of the 
      Designated Employee's counsel, incurred in any action, 
      suit or proceeding to enforce the Designated Employee's 
      rights pursuant to  the Plan or any agreement entered into 
      pursuant to the Plan that results in an award or judgment in 
      favor of the Designated Employee, provided that, as to all 
      matters that are the subject of any such action, suit or 
      proceeding, the Designated Employee has acted in good faith 
      and in a manner he or she reasonably believed to be in or 
      not opposed to the best interest of the Company.  Reasonable 
      legal fees and other costs incurred by the Designated 
      Employee in any action, suit or proceeding shall be paid by 
      the Company in advance of the final disposition of such action, 
      suit or proceeding, if (i) the Designated Employee elects in 
      the first instance to utilize the dispute resolution 
      procedures set forth in paragraph (c), above, (ii) the 
      Designated Employee furnishes the Company a written 
      affirmation of his or her good faith belief that he or 
      she has acted in good faith and in a manner he or 
      she reasonably believed to be in or not opposed to the 
      best interests of the Company, and (iii) the designated 
      employee furnishes the Company a written undertaking, 
      executed personally or on his or her behalf, to repay the 
      advance if it is ultimately determined that he or she did 
      not meet the foregoing standard of conduct or if it is 
      ultimately determined that such Designated Employee is not 
      entitled to be indemnified by the Company as provided in 
      this subparagraph (d), which shall be an unlimited general 
      obligation of the Designated Employee.

7.    Mitigation of Damages; Effect of Plan
      -------------------------------------

            (a)  The Designated Employee shall not be required 
      to mitigate damages or the amount of any payment provided 
      for under the Plan by seeking other employment or otherwise, 
      nor shall the amount of any payment provided for under the 
      Plan be reduced by any compensation earned by the Designated 
      Employee as a result of employment by another employer or 
      by retirement benefits after the Date of Termination, or 
      otherwise except as expressly provided herein.

            (b) The provisions of the Plan, and any payment 
      provided for hereunder, shall not reduce any amounts 
      otherwise payable, or in any way diminish the Designated 
      Employee's existing rights, or rights which would accrue 
      solely as a result of the passage of time, under any 
      Benefit Plan, employment agreement or other contract, 
      plan or arrangement.

                                   - 11 -


8.    Term; Amendments; No Effect on Employment Prior to
      --------------------------------------------------
      Change in Control
      -----------------

            (a)      The Plan, as amended and restated hereby, shall 
      have an initial term of two years, which shall be 
      automatically extended by one year beginning on the first 
      anniversary of the date of adoption of the Plan and on each 
      anniversary thereafter.  The Plan with respect to all 
      Designated Employees or any particular Designated Employee 
      may be terminated or amended by the Board of Directors of the 
      Company or by its Compensation Committee or any other duly 
      authorized committee thereof; provided that a termination 
      or any amendment that reduces the benefits to the Designated 
      Employee provided hereunder or otherwise adversely affects the 
      rights of the Designated Employee, without the Designated 
      Employee's prior written consent:  (i) may only be approved 
      after the completion of the initial two year term and prior to 
      a Change of Control, and (ii) may not be effected prior to 
      the provision of 24 months' advance notice thereof to the 
      Designated Employee.  Termination or amendment of the Plan 
      shall not affect any obligation of the Company under the Plan 
      which has accrued and is unpaid as of the effective date of 
      the termination or amendment.

            (b)  Nothing in the Plan or any agreement entered into 
      pursuant to the Plan shall confer upon the Designated Employee 
      any right to continue in the employ of the Company prior to 
      (or, subject to the terms of the Plan, following) a Change in 
      Control of the Company or shall interfere with or restrict in 
      any way the rights of the Company, which are hereby expressly 
      reserved, to discharge the Designated Employee at any time prior 
      to (or, subject to the terms of the Plan, following) the date 
      of a Change in Control of the Company for any reason whatsoever, 
      with or without cause.  The Designated Employee and the 
      Company acknowledge that, except as may otherwise be provided 
      under any other written agreement between the Designated Employee 
      and the Company, the employment of the Designated Employee 
      by the Company is "at will," and if, prior to a Change of 
      Control, the Designated Employee's employment with the 
      Company terminates for any reason or for no reason, then the 
      Designated Employee shall have no further rights under this 
      Plan.

            (c)  The Company may withhold from any amounts payable 
      under this Plan such Federal, state or local taxes as shall 
      be required to be withheld pursuant to any applicable law or 
      regulation.

            (d)  The Designated Employee's or the Company's failure 
      to insist upon strict compliance with any provision hereof 
      or the failure to assert any right the Designated Employee 
      or the Company may have hereunder, including, without 
      limitation, the right of the Designated Employee to 
      terminate employment for Good Reason, as defined herein, 
      shall not be deemed to be a waiver of such provision or right 
      or any other provision or right under this Plan.

9.    Effect of Other Agreements
      --------------------------

            Notwithstanding anything to the contrary provided in the 
      Plan, (i) any amounts payable to a Designated Employee pursuant 
      to Section 4(i) of the Plan shall be reduced by any amounts 
      actually paid to such Designated Employee following a termination 

                                   - 12 -

      of employment under any contract between the Designated Employee 
      and the Company that provides for the payment of compensation or
      severance benefits following a termination of employment (an 
      "Existing Severance Agreement") and (ii) any benefits that 
      may be provided to a Designated Employee for three years 
      following a termination of employment pursuant to Section 4(ii) 
      of the Plan shall be reduced to the extent that substantially 
      identical benefits are actually received by the Designated 
      Employee during such three year period under an Existing 
      Severance Agreement.

























                                   - 13 -

<PAGE>
                                  EXHIBIT A

                          THE VONS COMPANIES, INC.

                     SENIOR MANAGEMENT AND KEY EMPLOYEE

                              SEVERANCE AGREEMENT


            This SENIOR MANAGEMENT AND KEY EMPLOYEE SEVERANCE AGREEMENT 
(this "Agreement"), dated as of             , 199__ is made and 
                                --------- --
entered into by and between The Vons Companies, Inc., a Michigan 
corporation (the "Company"), and                           
                                 ------------- -----------
(the "Executive"). 


                                R E C I T A L S 
                                - - - - - - - - 
            This Agreement is being entered into in accordance with 
the Amended and Restated Severance Plan attached hereto as Annex 1
(the "Plan") in order to set forth the specific severance compensation 
which the Company agrees that it will pay to the Executive if the 
Executive's employment with the Company terminates under certain 
circumstances described in the Plan.

                             A G R E E M E N T
                             - - - - - - - - -

            NOW, THEREFORE, in consideration of the continued 
service of the Executive as an employee and officer of the Company, 
the mutual covenants and agreements contained in this Agreement, 
and for other good and valuable consideration, the receipt of which 
is hereby acknowledged, the parties hereto agree as follows:

            1.   Agreement to Provide Plan Benefits.  The Plan is 
                 ----------------------------------
hereby incorporated into this Agreement in full and made a part 
hereof as though set forth in full in this Agreement.  The Executive 
is hereby designated a member of Group    under the Plan and shall 
                                       --
be entitled to all of the rights and benefits applicable to Group    
                                                                  --
employees of the Company under the Plan.  The Company agrees to be 
bound by the Plan and to provide to the Executive all of the benefits 
provided to employees of the Company who are members of Group    under 
                                                              --
the Plan subject to the terms and conditions of the Plan.  Terms 
not otherwise defined in this Agreement shall have the meanings set 
forth in the Plan.

            2.   Heirs and Successors.
                 --------------------

            (a)  Successors of the Company.  The Company will 
                 -------------------------
require any successor or assign (whether direct or indirect, 
by purchase, merger, consolidation or otherwise) to all or 
substantially all of the business and/or assets of the Company, 
expressly, absolutely and unconditionally to assume and agree to 
perform this Agreement in the same manner and to the same extent 
that the Company would be required to perform it if no such 
succession or assignment had taken place.  Failure of the Company 
to obtain such agreement prior to the effectiveness of any such 
succession transaction shall be a breach of this Agreement and 
shall entitle the Executive to terminate his or her employment 
with the Company within six months thereafter for Good Reason and 
to receive the benefits provided under the Plan in the event of 
termination for Good Reason following a Change in Control.  As used 
in this Agreement, "Company" shall mean the Company as defined 
above and any successor or assign to its business and/or assets 
as aforesaid which executes and delivers the agreement provided 
for in this Section 2 or which otherwise becomes bound by all 
the terms and provisions of this Agreement by operation of law.

            (b)  Heirs of the Executive.  This Agreement shall inure 
                 ----------------------
to the benefit of and be enforceable by the Executive's personal 
and legal representatives, executors, administrators, successors, 
heirs, distributees, devises and legatees.  If the Executive should 
die after the conditions to payment of benefits set forth in Section 3 
of the Plan have been met and any amounts are still payable to 
him hereunder, all such amounts, unless otherwise provided herein, 
shall be paid in accordance with the terms of this Agreement 
to the Executive's beneficiary, successor, devisee, legatee or 
other designee or, if there be no such designee, to the Executive's 
estate.  Until a contrary designation is made to the Company, 
the Executive hereby designates as his beneficiary under this 
Agreement the person whose name appears below his signature on 
page 3 of this Agreement.

            3.  Notice.  For purposes of this Agreement, notices and
                ------ 
all other communications provided for in the Agreement shall be in 
writing and shall be deemed to have been duly given when delivered 
or mailed by United States registered mail, return receipt requested, 
postage prepaid, as follows:  if to the Company - The Vons Companies, 
Inc., 618 Michillinda Avenue, Arcadia, California 91007, Attention:  
General Counsel and Secretary; and if to the Executive at the 
address specified at the end of this Agreement.  Notice may also 
be given at such other address as either party may have furnished 
to the other in writing in accordance herewith, except that 
notices of change of address shall be effective only upon receipt.

            4.  Miscellaneous.  No provisions of this Agreement 
                -------------
or the Plan may be modified, waived or discharged unless such 
waiver, modification or discharge is agreed to in writing signed 
by the Executive and the Company, except as provided in Section 8(a) 
of the Plan.  No waiver by either party hereto at any time of any 
breach by the other party hereto of, or compliance with, any 
condition or provision of this Agreement to be performed by such 
other party shall be deemed a waiver of similar or dissimilar 
provisions or conditions at the same or at any prior or subsequent 
time.  No agreements or representations, oral or otherwise, express 
or implied, with respect to the subject matter hereof have been made 
by either party which are not set forth expressly in this agreement,

            5.  Validity.  The invalidity or unenforceability of 
                --------
any provisions of this Agreement shall not affect the validity 
or enforceability of any other provision of this Agreement, which 
shall remain in full force and effect.

            6.  Counterparts.  This Agreement may be executed in one 
                ------------
or more counterparts, each of which shall be deemed to be an original 
but all of which together will constitute one and the same instrument.

            7.  Gender.  In this Agreement (unless the context 
                ------
requires otherwise), use of any masculine term shall include 
the feminine.

                                   - 2 -

<PAGE>
            IN WITNESS WHEREOF, the parties have executed this Agreement 
as of the date first above written.

THE VONS COMPANIES, INC.,                  EXECUTIVE:
a Michigan corporation


By:
   ---------------------------------       -----------------------------
Name:                                               (Signature)
Title: 
                                           -----------------------------
                                                       (Name)

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


                                           -----------------------------
                                                (Address for Notice)

                                           -----------------------------
                                              (Designated Beneficiary)

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

                                           -----------------------------
                                              (Address of Beneficiary)




















                                   - 3 -



                                                   EXHIBIT B


                                               GROUP
                                               -----
                                              
                                       A          B         C
                                       -          -         -

Multiple of                            1         1.5       2.5
compensation
under Sections 3
and 4(i)

Additional years                       1         1.5       2.5
credit under
Section 4(iii)

Possible reduction                    yes        yes        no
under Section 5(b)

Possible additional                   no         no         yes
payments under Section 5(c)