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                     BUTTREY FOOD AND DRUG STORES COMPANY
                 1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN


Section 1.  Purpose of Plan.

            The purpose of this 1996 Non-Employee Directors Stock Option Plan
(the "Plan") of Buttrey Food and Drug Stores Company, a Delaware corporation
(the "Company"), is to provide present and prospective directors of the Company
who are not employed by the Company or affiliated with Freeman Spogli & Co.
Incorporated ("FS&Co.") with the opportunity to obtain equity ownership
interests in the Company through the exercise of stock options.

Section 2.  Persons Eligible Under Plan.

            Participation in this Plan is limited to non-employee directors who
are not affiliated with FS&Co. A non-employee director (referred to herein as a
"Director") is a director of the Company who, at the time stock options are
granted to him or her under the Plan, is not an employee of the Company or of
any subsidiary of the Company and who is not affiliated with FS&Co.

Section 3.  Administration.

            This Plan shall be administered by the Board of Directors (the
"Board") of the Company. Upon election by a Director in accordance with Section
4, the grant of options (the "Options") to purchase shares of common stock, par
value $.01 per share, of the Company (the "Common Stock") under this Plan, and
the amount, price and nature of the awards, shall be automatic as described in
Section 4. However, subject to the provisions of this Plan, the Board, in its
sole and absolute discretion, is authorized to do all things necessary or
desirable in connection with the administration of this Plan, including, without
limitation, the following:

              (i)   subject to Section 8, adopt, amend and rescind rules and
            regulations relating to this Plan;

              (ii)  determine whether, and the extent to which, adjustments are
            required pursuant to Section 7 hereof; and

              (iii) interpret and construe this Plan and the terms and
            conditions of any Option granted hereunder.

Section 4.  Terms and Conditions of Options.

            (a) Amount, Exercise Price and Exercisability. Each Director shall
have the right, exercisable on the date of which such Director is appointed or
elected, and again on each date upon which such Director is re-elected (the
"Annual Meeting Date"), to make an irrevocable election to receive an Option in
lieu of 100%, but not less than 100%, of the Director's Retainer (as defined
hereafter) for the coming year. Such election must be in writing and signed by
the Director making the election. The number of shares of Common Stock for which
an Option granted pursuant to this Plan is exercisable shall be equal to the
amount of the Retainer divided by 20% of the Fair Market Value of the Common
Stock on the date of grant of such Option, which shall be the six-month
anniversary of the Annual Meeting Date. The exercise price for an Option granted
pursuant to this Plan shall be 80% of the Fair Market Value of the shares of
Common Stock at the close of business on the date of grant. A Director's
"Retainer" is the cash retainer that is not dependent upon attendance at
meetings or service as a chairperson and which is fixed by the Board from time
to time. The "Fair Market Value" of a share of Common Stock on any day shall be
equal to the average, rounded to the nearest eighth, of the Quoted Prices of a
share of Common Stock for the five consecutive business days prior to the day as
of which the fair market value of the Common Stock is being determined. The
"Quoted Price" of a share of Common Stock shall be the last reported sales price
of the Common Stock as reported by the NASDAQ National Market System or, if the
Common Stock is listed on a securities exchange, the last reported sales price
of the Common Stock on such exchange which shall be for consolidated trading if
applicable to such exchange or, if the Common Stock is not so reported or
listed, the average of the last reported bid and asked price of the Common
Stock.
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            (b) Vesting. An Option granted pursuant to this Plan shall vest
and become exercisable on, and only if the recipient of the Option (the
"Optionee") continues to serve as a Director until, the date of the Annual
Meeting of Stockholders following the date of grant of such Option.

            (c) Manner of Exercise. Any vested and exercisable Option shall be
exercised by the holder thereof by giving written notice, signed by such holder,
to the Company stating the number of shares of Common Stock with respect to
which the Option is being exercised, accompanied by payment in full of the
aggregate exercise price in cash or by check payable to the Company. No Option
may be exercised with respect to any fractional share; cash shall be paid in
lieu of fractional shares. As promptly as practicable following the receipt of a
notice hereunder and subject to Section 4(a), the Company shall issue a stock
certificate registered in the name of the Optionee exercising such Option,
representing the number of shares of Common Stock issued to such Optionee upon
exercise of the Option.

            (d) Termination or Expiration. Each Option shall expire on the
earlier of the tenth anniversary of the date of grant or six months after the
date the Optionee ceases to be a director of the Company.

            (e) Transferability. Neither the Option nor any interest therein
may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise
transferred in any manner other than by will or the laws of descent and
distribution. During the recipient's lifetime, an Option may only be exercised
by the Optionee or the Optionee's guardian or legal representative.

            (f) Payment of Withholding Taxes. If the Company is obligated by
law to withhold an amount on account of any federal, state or local tax imposed
as a result of the exercise of the Option (such amount shall be referred to
herein as the "Withholding Liability"), the Optionee shall, on the first date
upon which the Company becomes obligated to pay the Withholding Liability to the
appropriate taxing authority, pay the Withholding Liability to the Company in
full in cash or by check.

            (g) Stock Exchange Requirements; Applicable Laws.  Notwithstanding
anything to the contrary in this Plan, no shares of Common Stock purchased upon
exercise of an Option, and no certificate representing all or any part of such
shares shall be issued or delivered if (a) such shares have not been admitted to
listing upon official notice of issuance on each stock exchange upon which
shares of that class are then listed or (b) in the opinion of counsel to the
Company, such issuance or delivery would cause the Company to be in violation of
or to incur liability under any federal, state or other securities law, or any
requirement of any stock exchange listing agreement to which the Company is a
party, or any other requirement of law or of any administrative of regulatory
body having jurisdiction over the Company.  It is the Company's intent that this
Plan comply in all respects with Rule 16b-3 of the Securities Exchange Act of
1934, as amended (the "Act"), and any regulations promulgated thereunder.  If
any provision of this Plan is later found not to be in compliance with Rule 16b-
3, such provision shall be deemed null and void.  All grants and exercises of
Options under this Plan shall be executed in accordance with the requirements of
Section 16 of the Act, as amended, and any regulations promulgated thereunder.

            (h) Stock Option Agreement. Each grant of an Option under this
Plan shall be evidenced by an agreement duly executed on behalf of the Company
and the Optionee, dated as of the applicable date of grant. Each such agreement
shall set forth the number of Common Shares subject to the Option, the exercise
price and the date upon which the Option becomes exercisable and shall
incorporate by reference the terms and conditions of this Plan.

Section 5.  Stock Subject to Plan.

            (a) The maximum number of shares of Common Stock that may be
issued pursuant to all Options granted under this Plan is 75,000, subject to
adjustment as provided in Section 7 hereof (such maximum number, as so adjusted,
shall be referred to herein as the "Share Limitation").

            (b) Notwithstanding Section 4(a) of this Plan, no Option shall be
granted under this Plan unless, on the date of grant, the sum of (i) the maximum
number of shares of Common Stock issuable at any time pursuant to such Option,
plus (ii) the number of shares of Common Stock that have previously been issued
pursuant to the exercise of Options granted under this Plan, plus (iii) the
maximum number of shares of Common Stock that may

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be issued at any time thereafter pursuant to the exercise of Options granted
under this Plan that are outstanding on such date, does not exceed the Share
Limitation.

Section 6.  Duration of Plan.

            (a) No Options shall be granted under this Plan after April 26,
2006. Although shares of Common Stock may be issued after April 26, 2006
pursuant to Options granted prior to such date, no shares of Common Stock shall
be issued under this Plan after April 26, 2016.

Section 7.  Adjustments for Changes in Capitalization.

            If the outstanding securities of the class then subject to this Plan
are increased, decreased, changed into or exchanged for a different number or
kind of shares of the Company thorough reorganization, recapitalization,
reclassification, stock dividend, stock split or reverse stock split, upon
proper authorization of the Board of Directors, an appropriate and proportionate
adjustment shall be made in (a) the number and type of shares or other
securities or cash or other property that may be acquired pursuant to Options
theretofore granted under this Plan and (b) the maximum number and type of
shares or other securities that may be issued pursuant to Options thereafter
granted under this Plan.

Section 8.  Amendment and Termination of Plan.

            The Board may amend or terminate this Plan at any time and in any
manner.  However, (a) no such amendment or termination shall deprive the
recipient of any Option theretofore granted under this Plan, without the consent
of such recipient, of any of his or her rights thereunder or with respect
thereto, (b) no such amendment shall be effective without the approval of the
stockholders of the Company, if stockholder approval of the amendment is then
required pursuant to Rule 16b-3 under the Act, or the applicable rules of any
securities exchange, and (c) to the extent prohibited by Rule 16b-3(c)(2)(ii)(B)
under the Act, this Plan may not be amended more than once every six months.

Section 9.  Effective Date of Plan.

            This Plan shall be effective as of April 26, 1996, the date upon
which it was approved by the Board; provided, however, that no shares of Common
Stock shall be issued under this Plan until it has been approved, directly or
indirectly, by the affirmative votes of the holders of a majority of the
securities of the Company present, or represented, and entitled to vote at a
meeting duly held in accordance with the laws of the State of Delaware.

Section 10. No Rights as Stockholder and Rights of Directors.

            Neither the recipient of an Option under this Plan nor an Optionee's
successor or successors in interest shall have rights as a stockholder of the
Company with respect to any shares of Common Stock subject to an Option granted
to such person until the date of issuance of a stock certificate for such shares
of Common Stock.  Neither this Plan, nor the granting of an Option hereunder,
nor any other action taken pursuant to this Plan shall constitute or be evidence
of any agreement or understanding, express or implied, that a director has a
right to continue as a director for any period of time or at any particular rate
of compensation.

Section 11. Governing Law.

            This Plan and all rights and obligations under this Plan shall be
construed in accordance with and covered by the laws of the State of Delaware.

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