April 23, 2001



Peter L. Lynch
Albertson's, Inc.
250 E. Parkcenter Blvd.
Boise, ID   83706

Dear Peter:

This letter sets forth our agreement and  understanding  of an 
amendment to the letter  agreement  entered  into  between  you and  
Albertson's,  Inc,  (the "Company") on January 26, 2001 (the 
"Agreement").

Paragraph 1(a) of the Agreement is amended by adding the following 
sentence to the end of such paragraph:

Upon your Termination Date, you will become vested in 100% of your 
award of 100,000 deferred stock units granted to you on April 23, 2001.

All of the terms of the Agreement, as modified herein, shall remain in 
full force and effect.

This   amendment  to  the   Agreement  may  be  executed  in  one  or  
more counterparts,  or duplicates of originals,  all of which, taken 
together,  shall constitute one and the same instrument.

If  this  statement  of  the  Company's   understanding  conforms  to  
your understanding, please execute and return the enclosed copy of 
this letter to me.

                                       Very truly yours,

                                       ALBERTSON'S, INC.


                                       /s/  Michael F. Reuling
                                       Michael F. Reuling
                                       Vice Chairman of the Company


<PAGE>

Peter L. Lynch
April 23, 2001
Page 2




By signing this agreement, I acknowledge that I have read this 
amendment to the Agreement and  understand  its terms and that I 
entered into this  agreement freely, voluntarily, and without 
coercion.

Agreed and accepted as of the 23rd day of April 2001 in Boise, Idaho.



      /s/  Peter L. Lynch    
-----------------------------
           Peter L. Lynch