0000003333-95-000008.txt : 19950815 0000003333-95-000008.hdr.sgml : 19950815 ACCESSION NUMBER: 0000003333-95-000008 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19950814 SROS: NYSE SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALBERTSONS INC /DE/ CENTRAL INDEX KEY: 0000003333 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 820184434 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10507 FILM NUMBER: 95562143 BUSINESS ADDRESS: STREET 1: 250 PARKCENTER BLVD STREET 2: P O BOX 20 CITY: BOISE STATE: ID ZIP: 83726 BUSINESS PHONE: 2083856200 MAIL ADDRESS: STREET 1: 250 PARKCENTER BLVD STREET 2: P O BOX 20 CITY: BOISE STATE: ID ZIP: 83726 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALBERTSON KATHRYN M & SCOTT JOSEPH B CENTRAL INDEX KEY: 0000910503 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 20 CITY: BOISE STATE: ID ZIP: 83726 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D under the Securities Exchange Act of 1934 Amendment No. One ALBERTSON'S, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 013104-104 (CUSIP Number) Thomas J. Wilford 380 East Parkcenter Blvd., Suite 100 Boise, Idaho 83706 Telephone: (208) 342-2712 (Name, address and telephone number of person authorized to receive notices and communications) August 3, 1995 (Date of event which requires filing of this Statement) If filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ] Check the following box if a fee is being paid with this statement: [ ] 1. Name of Reporting Person: Kathryn M. Albertson S.S. No. of Above Person: ###-##-#### 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds: N.A.; See Item 3. 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ] 6. Citizenship: United States Number of 7. Sole Voting Power: 0 Shares 8. Shared Voting Power: 26,842,046* Beneficially Owned By 9. Sole Dispositive Power: 0 Each Reporting 10. Shared Dispositive Power 26,842,046* Person With: 11. Aggregate Amount Shared voting and shared dispositive Beneficially Owned power in 26,842,046 shares of common by Each Reporting stock. Person: 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [X] 13. Percent of Class Represented by Amount in Row 11: 10.57% 14. Type of Reporting Person: IN *Excludes 1,180,000 shares held by the J.A. & Kathryn Albertson Foundation, Inc. of which she is a director and officer and in which Kathryn M. Albertson disclaims any beneficial ownership. Excludes 2,000 shares not held of record on August 3, 1995, but which could have been acquired by Kathryn M. Albertson within 60 days thereafter under the Issuer's 1995 Stock Option Plan for Non-Employee Directors. 1. Name of Reporting Person: Joseph B. Scott S.S. No. of Above Person: ###-##-#### 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds: N.A.; See Item 3. 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ] 6. Citizenship: United States Number of 7. Sole Voting Power: 0 Shares 8. Shared Voting Power: 26,842,046* Beneficially Owned By 9. Sole Dispositive Power: 0 Each Reporting 10. Shared Dispositive Power 26,842,046* Person With: 11. Aggregate Amount Shared voting and shared dispositive Beneficially Owned power in 26,842,046 shares of common by Each Reporting stock. Person: 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [X] 13. Percent of Class Represented by Amount in Row 11: 10.57% 14. Type of Reporting Person: IN *Excludes 245,440 shares held in trust, of which Joseph B. Scott is not the trustee, for minor children of Joseph B. Scott and in which (as to 160,640 shares) he has an income interest but disclaims any beneficial ownership. Excludes 1,200 shares owned by his spouse in which beneficial ownership is disclaimed. Excludes 1,180,000 shares held by the J.A. & Kathryn Albertson Foundation, Inc. of which he is a director and officer and in which Joseph B. Scott disclaims any beneficial ownership. Excludes 2,000 shares not held of record on August 3, 1995, but which could have been acquired by Joseph B. Scott within 60 days thereafter under the Issuer's 1995 Stock Option Plan for Non-Employee Directors. 1. Name of Reporting Person: Alscott Limited Partnership #2 Federal Tax ID#: 82-0483268 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds: N.A.; See Item 3. 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ] 6. Place of Organization: Texas Number of 7. Sole Voting Power: 0 Shares 8. Shared Voting Power: 26,842,046 Beneficially Owned By 9. Sole Dispositive Power: 0 Each Reporting 10. Shared Dispositive Power 26,842,046 Person With: 11. Aggregate Amount Shared voting and shared dispositive Beneficially Owned power in 26,842,046 shares of common by Each Reporting stock. Person: 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13. Percent of Class Represented by Amount in Row 11: 10.57% 14. Type of Reporting Person: P 1. Name of Reporting Person: Alscott, Inc. Federal Tax ID#: 82-0326454 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds: N.A.; See Item 3. 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ] 6. Place of Organization: Idaho Number of 7. Sole Voting Power: 0 Shares 8. Shared Voting Power: 26,842,046 Beneficially Owned By 9. Sole Dispositive Power: 0 Each Reporting 10. Shared Dispositive Power 26,842,046 Person With: 11. Aggregate Amount Shared voting and shared dispositive Beneficially Owned power in 26,842,046 shares of common by Each Reporting stock. Person: 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13. Percent of Class Represented by Amount in Row 11: 10.57% 14. Type of Reporting Person: CO Item 1. Security and Issuer The class of securities to which this statement relates is the common stock, par value $1.00 per share, (the "Stock") of Albertson's, Inc. (the "Issuer") with the address of 250 Parkcenter Blvd., Box 20, Boise, Idaho 83726. Item 2. Identity and Background (a) This amendment to the Schedule 13D filing reflects the transfer of the shares of Stock owned by Kathryn M. Albertson and Joseph B. Scott to Alscott Limited Partnership #2 (the "Limited Partnership"). The managing general partner of the Limited Partnership is Alscott, Inc. (the "Corporation"). The controlling persons of the Corporation are Kathryn M. Albertson and Joseph B. Scott, and the directors and executive officers of the Corporation are Kathryn M. Albertson, Joseph B. Scott and Thomas J. Wilford (collectively, the "Individuals"). Kathryn M. Albertson is the grandmother of Joseph B. Scott and is a Director of the Issuer. Joseph B. Scott is the grandson of Kathryn M. Albertson and is a Director of the Issuer. (b) The principal business address and principal office address of the Limited Partnership, the Corporation and each of the Individuals is 380 East Parkcenter Blvd., Suite 100, Boise, Idaho 83706. (c) The principal business of the Limited Partnership and of the Corporation is investments. Kathryn M. Albertson's principal occupation is President of the Corporation. Joseph B. Scott's principal occupation is Vice President of the Corporation. Thomas J. Wilford's principal occupation is Treasurer and Secretary of the Corporation. (d) None of the Limited Partnership, the Corporation or the Individuals has, during the last five years, been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors. (e) None of the Limited Partnership, the Corporation or the Individuals has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violation of, or prohibiting or mandating any activity subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each of the Individuals is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration There was no source or amount of funds or other consideration. Item 4. Purpose of Transaction The 26,842,046 shares of Stock were transferred to the Limited Partnership in order to conduct the family business in a more efficient manner. Item 5. Interest in Securities of the Issuer (a) The Limited Partnership holds 26,842,046 shares of Stock, which is 10.57% of the outstanding Stock based upon the number of shares outstanding on May 31, 1995 as set forth in the Report on Form 10-Q filed by the Issuer for the quarter ended May 4, 1995. (b) The managing general partner of the Limited Partnership is the Corporation and the controlling persons of the Corporation are Kathryn M. Albertson and Joseph B. Scott. Therefore, the Limited Partnership, the Corporation, Kathryn M. Albertson and Joseph B. Scott share voting power and dispositive power over the 26,842,046 Shares. (c) Since the filing of the Schedule 13D on August 11, 1993: (a) a two-for-one stock split in the form of a stock dividend was distributed on October 4, 1993; and (b) Kathryn M. Albertson gifted a total of 1,135,874 shares of Stock. On August 3, 1995 the following shares of Stock were transferred to the Limited Partnership from the person indicated: 20,840,446 shares from Kathryn M. Albertson; 6,000,000 shares from Joseph B. Scott; and 1,600 from Mary Wilford, the wife of Thomas J. Wilford. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The Issuer and the Limited Partnership are parties to an agreement dated August 3, 1995 providing for the Issuer to purchase the shares of Stock owned by the Limited Partnership which were previously owned by Kathryn M. Albertson under certain circumstances as set forth in the agreement. The Issuer, the Limited Partnership and Kathryn M. Albertson are parties to an agreement dated August 3, 1995 which provides for the relationship between the agreement referred to in the preceding paragraph and an agreement dated December 31, 1979 described in the Schedule 13D filed on August 11, 1993. The Issuer and Kathryn M. Albertson are parties to an Agreement dated May 30, 1995 under which Kathryn M. Albertson was granted an option to purchase 2,000 shares of Stock pursuant to the Albertson's, Inc. 1995 Stock Option Plan for Non-Employee Directors. The Issuer and Joseph B. Scott are parties to an Agreement dated May 30, 1995 under which Joseph B. Scott was granted an option to purchase 2,000 shares of Stock pursuant to the Albertson's, Inc. 1995 Stock Option Plan for Non-Employee Directors. The Albertson's, Inc. 1995 Stock Option Plan for Non-Employee Directors provides that each non-employee Director of the Issuer will be granted a nonqualified option to purchase 2,000 shares of Stock on the first business day after each annual stockholders' meeting of the Issuer for the term of the Plan. Item 7. Material to be Filed as Exhibits (a) Agreement between Alscott Limited Partnership #2 and Albertson's, Inc. dated August 3, 1995. (b) Stockholders' Agreement among Kathryn Albertson, Albertson's, Inc. and Alscott Limited Partnership #2 dated August 3, 1995. (c) Stock Option Agreement between Kathryn Albertson and Albertson's, Inc. dated May 30, 1995. (d) Stock Option Agreement between J.B. Scott and Albertson's, Inc. dated May 30, 1995. (e) The Albertson's, Inc. 1995 Stock Option Plan for Non-Employee Directors is incorporated by reference to Exhibit 10.25 to the Quarterly Report on Form 10-Q of the Issuer for the quarter ended May 4, 1995. After reasonable inquiry and to the best of our knowledge and belief, we certify the information set forth in this amendment is true, complete and correct. Date: August 11, 1995 Kathryn M. Albertson ______________________ Kathryn M. Albertson Joseph B. Scott ______________________ Joseph B. Scott Alscott Limited Partnership #2 By: Alscott, Inc. General Partner Thomas J. Wilford By: ______________________ Thomas J. Wilford Treasurer and Secretary Alscott, Inc. Thomas J. Wilford By: ______________________ Thomas J. Wilford Treasurer and Secretary EX-99 2 A G R E E M E N T THIS AGREEMENT made and executed this 3rd day of August, 1995, by and between Alscott Limited Partnership #2, a Texas limited partnership (the "Partnership") and ALBERTSON'S, INC., a Delaware corporation. WHEREAS, concurrently herewith, Kathryn Albertson and the Partnership are entering into an agreement, dated of even date herewith (the "Contribution Agreement"), pursuant to which Kathryn Albertson is contributing to the Partnership 20,840,446 shares of common stock of Albertson's, Inc. owned by her; and WHEREAS, the parties hereto are concurrently enter- ing into a Stockholders' Agreement (the "Stockholders' Agreement") in order to provide, among other things, for the coordination and aggregation of the actions by Kathryn Albertson and the Partnership under this Agree- ment and under the Agreement, dated December 31, 1979, between Albertson's, Inc. and Kathryn Albertson; NOW, THEREFORE, IN CONSIDERATION OF the mutual covenants herein set forth and other valuable consider- ations by each party received from each other party, the adequacy of which is hereby acknowledged, IT IS AGREED: Section 1. Definitions. As used in this agreement: 1.1. The term "corporation" shall refer to Albertson's, Inc., a Delaware corporation. 1.2. The term "stock" shall refer to shares of common stock issued by the corporation. 1.3. The term "business day" shall refer to any Monday, Tuesday, Wednesday, Thursday or Friday which is not a legal holiday under the laws of the State of Idaho. 1.4. The term "market value", as used in Sections 3, 4 and 5 shall refer to an amount equivalent to the average of the closing prices per share of stock on the composite tape for thirty consecutive business days upon which shares of stock were traded upon any stock exchange whose prices are incorporated in the composite tape preceding the date of determination. 1.5. The term "personal representative" shall refer to the duly appointed personal representative of the estate of Kathryn Albertson, acting in that capacity following the death of Kathryn Albertson. Should a special administrator be appointed to administer the estate of Kathryn Albertson until such time as a personal representative of that estate is appointed, the term "personal representative" shall also refer to that spe- cial administrator. 1.6. The term "Shares" means (i) all stock trans- ferred to the Partnership by Kathryn Albertson and (ii) all stock received by the Partnership as a dividend or other distribution as a result of its ownership of the stock referred to in clause (i). Section 2. Recognition. The parties hereto recog- nize that: 2.1. Kathryn Albertson has contributed today 20,840,446 shares of stock to the Partnership pursuant to the terms of the Contribution Agreement. The aggregate number of shares of stock contributed to the Partnership pursuant to the terms of the Contribution Agreement is 26,842,046. 2.2. The provisions of this agreement and the covenants of the respective parties contained in this agreement are in their best interests in providing for an orderly sale and purchase of stock under the circumstanc- es and in the manner provided in this agreement. Section 3. Sale of Stock - Right of First Refusal. 3.1. The provisions of subsection 3.2 shall remain in force and effect during the lifetime of Kathryn Albertson. The provisions of subsection 3.3 shall remain in effect and binding upon a donee although the death of Kathryn Albertson shall have occurred. 3.2. In the event that during the lifetime of Kathryn Albertson the Partnership proposes to sell or dispose of (other than through gift) all or any part of the Shares to a person or entity other than Kathryn Albertson, it shall give notice in writing to the corpo- ration stating its desire to sell such Shares. If its proposal to sell such Shares is based upon a bona fide offer by a third party to purchase, the notice delivered to the corporation shall state its intention to sell the Shares, the identity of the prospective pur-chaser, the price per share offered, the number of Shares to be sold and other terms of the proposed sale. If its proposal to sell is not based upon a bona fide offer to purchase, then the notice to the corporation shall state its intention to sell Shares, the number of Shares to be sold, the proposed price per share therefor and other terms of sale. For a period of thirty (30) days following delivery of that notice to the corporation, the corporation shall have an irrevocable and exclusive option to purchase all (but not less than all) of the Shares proposed to be sold at the price and upon the terms set forth in the notice. Should the corporation determine to exercise its option to purchase those Shares, notice in writing of that decision shall be delivered to the Partnership within the thirty day option period. A closing shall take place on the ninetieth business day following the date of delivery to the Partnership of the corporation's notice that it is exercising its option. The closing shall take place at the office of the corporation. At the closing the corporation shall pay to the Partnership such part of or the entire purchase price for those Shares as is required to be paid at closing by the terms of sale, and, if payment of a part of the purchase price is deferred, the corporation shall deliver to the Part- nership such other instruments as are contemplated by the terms of sale. Simultaneously therewith the Partnership shall deliver to the corporation certificates evidencing its ownership of the number of Shares purchased by the corporation with proper assignments in blank thereof duly executed by it with its signature guaranteed. Should the corporation fail, refuse or decline to exercise its option to purchase all of the Shares offered for sale within the thirty day option period at the price and upon the terms set forth in the notice delivered to the corporation, within a period of nine (9) months thereafter the Partnership may sell those Shares at a price equivalent to or exceeding that which was stated in the notice to the corporation (and which was available to the corporation), but the Partnership shall not sell those Shares upon different terms or at a purchase price less than that which was stated in the notice to the corporation (and available to the corporation) or sell a part, only, of those Shares, or sell those Shares after the expiration of said nine month period without again offering those Shares for purchase by the corporation under the procedure set forth in this subsection. 3.3. The provisions of this section shall not be interpreted to deprive the Partnership of the privilege to make gifts of Shares during Kathryn Albertson's life- time; providing that as a condition to each gift the donee shall agree in writing to grant to the corporation an option to purchase all of the Shares so received as a gift from the Partnership utilizing the procedure set forth in this subsection. That agreement by the donee shall require the donee, its successors, assigns and personal representative within a period of one year following the date of the gift to deliver to the corporation an offer to sell to the corporation all of the Shares received as a gift from the Partnership. For a period of ninety days following delivery of that notice to sell Shares the corporation shall have an exclusive and irrevocable option to purchase all (but not less than all) of the Shares so offered for sale by the donee at the purchase price and on the terms set forth in this subsection. Should the corporation determine to exercise its option to purchase those Shares, notice in writing of that decision shall be delivered to the donee within said ninety day option period; and having determined to exer- cise its option to purchase those Shares, the purchase price shall be equivalent to ninety-six percent (96%) of the market value per share determined as provided in subsection 1.4 as of the date of delivery of the written notice by which the corporation exercised its option to purchase the Shares, multiplied by the number of Shares to be purchased. The corporation having given notice of its decision to purchase Shares, a closing shall take place at the general office of the corporation on the 150th day after the date of delivery of the notice by the corporation exercising its option to purchase the Shares or if such day is not a business day, on the first business day thereafter. At the closing, the donee shall deliver to the corporation the certificates evidencing ownership by it of the number of Shares purchased by the corporation with proper assignments thereof in blank duly executed by or on behalf of the donee with its signature guaranteed; and simultaneously therewith the corporation shall pay to the donee the entire purchase price for those Shares. Should the corporation fail, refuse or decline to exercise its option to purchase all of the Shares (re- ceived by the donee from the Partnership as a gift) within the option period stated in this subsection, from and after the expiration of that option period the donee shall hold those Shares, deal with them and exercise all rights of ownership thereof free from the provisions of this subsection and free from the provisions of the agreement entered into by the donee at the time of the gift of stock. Following a gift by the Partnership of Shares, upon the new certificate evidencing ownership by the donee of those Shares the Secretary of the corporation shall be authorized to endorse a legend corresponding to that set forth in Section 7 and further incorporating by reference the agreement of the donee contemplated in this subsec- tion. Section 4. Option to Purchase. 4.1. Following the death of Kathryn Albertson, the corporation is hereby granted an irrevocable and exclu- sive option to purchase all of the Shares (not a part thereof) owned by the Partnership at the time of Kathryn Albertson's death as provided in this section. 4.2. Within thirty days following the date of death of Kathryn Albertson the Partnership shall deliver to the corporation an offer to sell to the corporation all of the Shares owned by the Partnership at the time of Kathryn Albertson's death. For a period of ninety days following delivery of that offer to sell Shares, the corporation shall have an irrevocable and exclusive option to purchase all (but not less than all) of the Shares owned by the Partnership at the time of Kathryn Albertson's death at the purchase price and on the terms set forth in this section. Should the corporation determine to exercise its option to purchase those Shares, notice in writing of that decision shall be delivered to the Partnership within said ninety day option period; and having deter- mined to exercise its option to purchase those Shares, the purchase price shall be equivalent to ninety-six percent (96%) of the market value per share determined as provided in subsection 1.4 as of the date of delivery of the written notice by which the corporation exercised its option to purchase the Shares, multiplied by the number of Shares to be purchased. The corporation having given notice of its decision to purchase the Shares, the closing shall take place at the general office of the corporation on the 150th day after the date of delivery of the notice by the corpora- tion exercising its option to purchase the Shares, or if such day is not a business day, on the first business day thereafter. At the closing: (a) The Partnership shall deliver to the corporation (1) such instrument or instruments as may be required under the laws of the State of Idaho to estab- lish its authority to sell those Shares, and (2) the certificates evidencing the ownership by the Partnership of the number of Shares purchased by the corporation with proper assignments thereof in blank duly executed by the Partnership with its signature guaranteed. (b) The corporation shall pay to the Partner- ship the entire purchase price for the Shares being purchased. (c) Should the closing occur more than nine months after the date of death of Kathryn Albertson, in addition to the purchase price for the Shares being purchased, upon demand the corporation shall pay to the personal representative an amount equivalent to the aggregate of (i) interest upon that purchase price com- puted at a rate equivalent to that then chargeable by the United States of America under the applicable provisions of the Internal Revenue Code for delinquent estate taxes computed for the period from the date which is nine months after the date of death of Kathryn Albertson to the date of closing, and (ii) all penalties and other charges levied and imposed by the Internal Revenue Ser- vice by reason of the late payment of those estate taxes. 4.3. Should the corporation fail, refuse or decline to exercise its option to purchase all of the Shares owned by the Partnership at the time of Kathryn Albertson's death within the option period stated in sub- section 4.2, then and in that event the Partnership shall be obligated to sell those Shares through a secondary public offering utilizing the procedure set forth in Section 5. Section 5. Public Offering of Shares. 5.1. Should the corporation have failed, refused or declined to purchase all of the Shares owned by the Partnership at the time of Kathryn Albertson's death in the manner and within the option period stated in subsec- tion 4.2, promptly following the expiration of that option period or notice in writing by the corporation that it declines to exercise the option the Partnership shall proceed expeditiously through the exercise of its best efforts to cause those Shares to be registered under the Securities Act of 1933 for public distribution and sale through an underwriter and to consummate an agree- ment for sale of those Shares to or through an underwrit- er. The corporation may designate the underwriter. The amount of the underwriter's commissions shall require approval by the corporation. The gross price per Share (before deducting the underwriter's commissions) at which the Shares shall be offered through the underwriter for distribution and sale shall be fixed and established by the Partnership. Unless a greater gross price per Share is approved by the corporation, that gross price as fixed and established by the Partnership shall not exceed the market value per Share determined as at the date of the offering. 5.2. All expenses and costs associated with the registration of those Shares and such public distribution or sale, including (without limitation) registration fees, fees and expenses of counsel for the Partnership, fees and expenses of accountants, printing costs and the underwriter's commissions shall be assumed and paid by the corporation. Accordingly, upon demand by the Part- nership, the corporation agrees to reimburse and pay to the Partnership all expenditures by the Partnership for those purposes. 5.3. The Partnership may delegate to the corpora- tion and to its employees or persons designated by the corporation the actual preparation of the registration statement, prospectus and offering circular and other instruments required to effect a registration under the Securities Act of 1933, retaining the privilege to ap- prove the final form thereof. In such event, the Part- nership shall furnish to the corporation in writing such information known to the Partnership as shall reasonably be required by the corporation for use in such registra- tion statement, prospectus or offering circular. In any event, the form and content of those instruments shall require approval by both the Partnership and the corpora- tion. 5.4. The corporation agrees to indemnify, to the extent permitted by law, the Partnership and each person, if any, who controls the Partnership within the meaning of Section 15 of the Securities Act of 1933, as amended, jointly or severally, against all losses, claims, damag- es, liabilities or expenses (under such Act or common law or otherwise) arising from or caused by any untrue state- ment or alleged untrue statement of a material fact which was furnished by any employee of the corporation and incorporated in the registration statement or any offer- ing circular or prospectus (as amended or supplemented) or if the corporation or any employee thereof was respon- sible for any omission or alleged omission to state in the registration statement or the offering circular or prospectus a material fact required to be stated therein or necessary to make the statements therein not mislead- ing; excepting insofar as such losses, claims, damages, liabilities or expenses are caused by any untrue state- ment of or an omission in the information furnished and provided by the Partnership expressly for use therein; and the corporation shall reimburse the Partnership and its controlling persons for any legal or other expenses reasonably incurred by them in investigating or defending against such alleged losses, claims, damages, liabilities or expenses. Although the underwriting agreement will be entered into between the Partnership and the underwriter, the corporation agrees to indemnify the underwriter, its officers and directors, and each person who controls the underwriter within the meaning of the Securities Act of 1933, as amended, if then in effect or any similar Feder- al statute then in force to the same extent as herein- above provided with respect to indemnification of the Partnership. Should the Partnership delegate to the corporation and to its employees the actual preparation of the regis- tration statement, prospectus, offering circular or other instruments required to effect a registration under the Securities Act of 1933, the Partnership agrees to indem- nify, to the extent permitted by law, the corporation, its directors and officers and each person, if any, who controls the corporation within the meaning of such Act, against any losses, claims, damages, liabilities and expenses resulting from any untrue statement of a materi- al fact incorporated in the registration statement or prospectus which was furnished in writing by the Partner- ship expressly for use therein. Should the Partnership, promptly following the expiration of the option period stated in subsection 4.2 or promptly following receipt of notice in writing by the corporation that it declines to exercise the option granted to it in Section 4, have delegated to the corpo- ration and to its employees or persons designated by the corporation the actual preparation of the registration statement, prospectus, offering circular and other in- struments required to effect a registration under the Securities Act of 1933 and should the preparation and filing of those instruments be so delayed that the clos- ing with the underwriter contemplated in subsection 5.5 does not occur within a period of nine months following the date of death of Kathryn Albertson, upon demand the corporation shall be obligated to pay to the personal representative an amount equivalent to the aggregate of (i) interest at a rate equivalent to that then chargeable by the United States of America under applicable provi- sions of the Internal Revenue Code for delinquent estate taxes computed upon that portion of the gross offering price of all Shares sold through the secondary public offering by the Partnership and which the personal repre- sentative was required to pay as estate taxes payable to the Internal Revenue Service for the period from the date which is nine months after the date of death of Kathryn Albertson to the date of closing under subsection 5.5, and (ii) all penalties and other charges levied and imposed by the Internal Revenue Service by reason of the late payment of those estate taxes. 5.5. Promptly following the date of the sale under the public offering, there shall be a closing in the office of the underwriter. At that closing, the under- writer shall pay to the Partnership the gross offering price per share for all shares of the stock sold; the corporation shall pay to the underwriter its commission on all of the Shares sold; and simultaneously therewith the Partnership shall deliver to the underwriter certifi- cates evidencing the Shares for which payment was re- ceived by it with proper assignments in blank thereof duly executed by the Partnership with its signature guaranteed. Section 6. General. 6.1. The Partnership agrees that it will not pledge or create a security interest in the Shares to secure payment of any obligation, and that it will not sell, assign, transfer or create an interest in any of the Shares except as provided in this agreement. The provi- sions of this subsection shall not be interpreted to limit or in any respect restrict the authority of the Partnership to borrow funds, incur obligations or estab- lish lines of credit based upon its general net worth as disclosed by a balance sheet listing the Shares owned by it as an asset. 6.2. [INTENTIONALLY LEFT BLANK] 6.3. This agreement and the endorsement of the legend contemplated in Section 7 upon certificates evi- dencing its ownership of Shares shall not in any respect deprive the Partnership of all rights of ownership of the Shares owned by it, including (without limitation thereto) unrestricted voting rights and the right to receive and retain all dividends (either in cash or in the form of shares of stock) declared thereon, subject only to the specific provisions of Sections 3, 4, 5 and 6. Section 7. Endorsement of Stock Certificates. 7.1. Immediately following the execution of this agreement, the Partnership agrees to deliver to the corporation all certificates evidencing ownership by the Partnership of Shares in order that there may be endorsed upon the face of each such certificate a legend reading substantially as follows: "The shares of stock evidenced by this certificate are subject to an Agreement entered into on the 3rd day of August, 1995, between Alscott Limited Partnership #2 and Albertson's, Inc. which restricts and controls any sale, assignment, transfer, pledge or other disposi- tion of the shares of stock evidenced by this certificate. A copy of such Agreement is on file with the Secretary of Albertson's, Inc." After endorsement of that legend, each certificate shall be returned to the Partnership. So long as this agree- ment is in force, a legend substantially as above stated shall be endorsed on each certificate representing Shares hereafter issued by the corporation to the Partnership. 7.2. A copy of this agreement shall remain on file with the Secretary of the corporation. 7.3. In either of these events: (i) As authorized in subsection 3.2, should the Partnership sell Shares to a purchaser other than the corporation or Kathryn Albertson; or (ii) as contemplated in subsection 3.3, should the corporation fail, refuse or decline to purchase Shares from a donee within the option period provid-ed in that subsection, upon request by the Partnership or by the donee (as the case may be) the corporation agrees to replace the cer- tificates evidencing the Shares involved (and upon which the legend contemplated in subsection 7.1 or subsection 3.3 appears) by a certificate or certificates duly exe- cuted and issued evidencing ownership by the Partnership or by the donee (as the case may be) of an equivalent number of Shares upon which no legend of the nature contemplated in subsection 7.1 or subsection 3.3 shall appear. Section 8. Notices. All notices, offers, acceptances, demands, requests and other communications contemplated in this agreement shall be in writing and shall be deemed delivered either (a) by personal delivery to the party to whom it is addressed or (b) upon the expiration of three (3) days following the date of mailing (as shown by the postmark on the envelope) through United States Certified Mail, postage prepaid, return receipt requested, addressed to the respective parties hereto at the following addresses: In the case of the Partnership: Alscott Limited Partnership #2 Suite 100 380 E. Parkcenter Blvd. Boise, Idaho 83706 Attention: Thomas Wilford In the case of Albertson's, Inc., a separate notice addressed to each: Thomas R. Saldin Kaye L. O'Riordan Executive Vice President, Corporate Secretary and Administration and Senior Attorney General Counsel Albertson's, Inc. Albertson's, Inc. 250 E. Parkcenter Blvd., 250 E. Parkcenter Blvd. Boise, Idaho 83706 Boise, Idaho 83706 The Partnership may change its address above stated by notice in writing to the corporation. The corporation may change individual officers or the address above stated by notice in writing to the Partnership. Section 9. Succession. 9.1. It is agreed that neither party to this agree- ment shall assign the agreement or its rights thereunder to any third party without the express approval in writ- ing of the other party. This agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns (to the extent approved by the other party). 9.2. The provisions of this agreement to be per- formed following the death of Kathryn Albertson shall be binding upon the personal representative of the estate of Kathryn Albertson, then deceased, and her heirs and devisees. Section 10. Enforcement - Attorneys Fees. 10.1 Each party hereto recognizes that its obliga- tions hereunder are unique and that the breach of any obligation could not be adequately compensated by mone- tary damages; therefore, each party directs that specific performance of each such obligation shall be the remedy available to the other party for any such breach. 10.2. In the event suit or action be instituted by either party to enforce performance by the other party of the terms and provisions of this agreement incumbent upon the other party to be kept or performed, the prevailing party in such suit or action shall be entitled to recover a reasonable sum as attorneys fees and all courts costs incurred on behalf of that party and that amount shall be included in the judgment made and entered in that action. Section 11. Other Agreements. This agreement together with the Stockholders' Agreement shall supersede any prior agreements between the parties and any other written or oral understanding between the parties with respect to the sale and purchase of the Shares of stock. Section 12. Validity - Legality. In the event that any provision of this agreement shall be held invalid or illegal or unenforceable in whole or in part, the validity of any other provision of this agreement shall not in any manner be affected there- by. Section 13. Governing Law. The provisions of this agreement and the interpreta- tion thereof shall be governed and construed in accor- dance with the laws of the State of Idaho. IN WITNESS WHEREOF, this agreement has been duly executed by and on behalf of each party hereto the day and year herein first above written. ALBERTSON'S, INC. (Corporate Seal) Thomas R. Saldin By:_____________________________ Thomas R. Saldin Its: Executive Vice President, Adminstration and General Counsel Kaye L. O'Riordan _____________________ Kaye L. O'Riordan Secretary ALSCOTT LIMITED PARTNERSHIP #2 By: Alscott, Inc. General Partner Thomas Wilford By: ____________________________ Thomas Wilford Treasurer and Secretary (..continued) 24 EX-99 3 STOCKHOLDERS' AGREEMENT This Agreement (the "Stockholders' Agreement"), dated as of August 3, 1995, is by and among KATHRYN ALBERTSON, ALBERTSON'S, INC., a Delaware corporation (the "Corporation"), and Alscott Limited Partnership #2, a Texas limited partnership (the "Partnership"). RECITALS WHEREAS, the Corporation and Kathryn Albertson entered into an agreement, dated December 31, 1979 (the "Old Agreement"), pursuant to which Kathryn Albertson granted to the Corporation, among other things, a right of first refusal to the shares of common stock of the Corporation ("Common Stock") owned or thereafter acquired by her; and WHEREAS, concurrently herewith, Kathryn Albertson and the Partnership are entering into an agree-ment, dated of even date herewith (the "Contribution Agreement"), pursuant to which Kathryn Albertson is contributing to the Partnership 20,840,446 shares of Common Stock owned by her; and WHEREAS, concurrently herewith, the Corporation and the Partnership are entering into an agreement, dated of even date herewith (the "New Agreement"), pursuant to which the Partnership is granting to the Corporation, among other things, a right of first refusal to the shares of Common Stock of the Corporation contributed, presently or hereafter, to the Partnership by Kathryn Albertson (including any stock dividends and the like related to such Common Stock); and WHEREAS, the parties hereto desire to enter into this Stockholders' Agreement in order to provide, among other things, (i) that the transactions contemplat-ed by the Contribution Agreement shall not cause any of the provisions of Sections 3 or 4 of the Old Agreement to be activated and (ii) for the coordination of the actions by Kathryn Albertson and the Partnership AGREEMENT NOW, THEREFORE, in consideration of the forego-ing and the mutual covenants and obligations set forth in this Stockholders' Agreement, the parties hereto agree as follows: 1. Non-Application and Waiver. Each of Kathryn Albertson and/or the Corporation waives, with respect to the contribution of the shares of Common Stock to the Partnership as contemplated by the Contribution Agreement, each of their rights they have under Sections 3 and 4 of the Old Agreement, and Sections 3 and 4 of the Old Agreement shall have no application to the contribution of the Common Stock contemplated by the Contribution Agreement. 2. Continuing Effect of Old Agreement. All terms and provisions of the Old Agreement shall continue to apply to (i) the shares of Common Stock now owned by Kathryn Albertson and not contributed to the Partnership and (ii) any shares of Common Stock hereafter acquired by Kathryn Albertson. 3. Cooperation With Respect to Public Offerings. If the provisions of Section 5 of the Old Agree-ment and of the New Agreement are activated so that the shares of Common Stock subject to the Old Agreement and New Agreement are to be sold by the personal representa-tive of Kathryn Albertson (the "Personal Representative") and by the Partnership, respectively, upon the death of Kathryn Albertson, the Personal Representative and the Partnership shall cooperate in all respects with regard to the public offering of the shares of Common Stock to be sold pursuant to the terms of such Sections 5. In the event that the Personal Representative and the Partner-ship shall not agree as to the terms of the sale of the shares of Common Stock as provided in such Sections 5, the terms of the sale of the Common Stock shall be determined by the Personal Representative. 4. Exercise of Options. In the event of the death of Kathryn Albertson, the Corporation shall either (i) exercise both of its options to purchase shares of Common Stock pursuant to Section 4 of the New Agreement and Section 4 of the Old Agreement, respectively, or (ii) refrain from exercising each such option to purchase shares of Common Stock, but in no event shall the Corporation exercise one of such options without exercising the other. 5. Notices. All notices, offers, acceptances, demands, requests and other communications contemplated in this Stockholders' Agreement shall be in writing and shall be deemed delivered either (a) by personal delivery to the party to whom it is addressed or (b) upon the expiration of three (3) days following the date of mailing (as shown by the postmark on the envelope) through United States Certified Mail, postage prepaid, return receipt requested, addressed to the respective parties hereto at the following addresses: In the case of Kathryn Albertson: Kathryn Albertson Suite 100 380 E. Parkcenter Blvd. Boise, Idaho 83706 In the case of the Partnership: Alscott Limited Partnership #2 Suite 100 380 E. Parkcenter Blvd. Boise, Idaho 83706 Attention: Thomas Wilford In the case of the Corporation, a separate notice addressed to each of: Thomas R. Saldin Kaye L. O'Riordan Executive Vice President, Corporate Secretary Administration and and Senior Attorney General Counsel Albertson's, Inc. Albertson's, Inc. 250 E. Parkcenter Blvd. 250 E. Parkcenter Blvd. Boise, Idaho 83706 Boise, Idaho 83706 Kathryn Albertson or the Partnership may change her/its address above stated by notice in writing to the Corporation. The Corporation may change individual officers or the address above stated by notice in writing to both Kathryn Albertson and the Partnership. All notices required to be given by the Corporation to Kathryn Albertson under the Old Agreement or this Stockholders' Agreement shall simultaneously be given to the Partnership, and all notices required to be given by the Corporation to the Partnership under the New Agreement or this Stockholders' Agreement shall simultaneously be given to Kathryn Albertson, in each case pursuant to the respective provisions of such agreements. 6. Succession. 6.1. It is agreed that no party to this Stockholders' Agreement shall assign this Stockholders' Agreement or its rights hereunder to any third party without the express approval in writing of each other party hereto. This Stockholders' Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns (to the extent approved by each other party hereto). 6.2. The provisions of this Stockholders' Agreement to be performed following the death of Kathryn Albertson shall be binding upon the personal representative of the estate of Kathryn Albertson, then deceased, and her heirs and devisees. 7. Enforcement - Attorneys Fees. 7.1. Each party hereto recognizes that her/its obligations hereunder are unique and that the breach of any obligation could not be adequately compensated by monetary damages; therefore, each party directs that specific performance of each such obligation shall be available to the other party for any such breach. 7.2. In the event suit or action be instituted by any party to enforce performance by another party of the terms and provisions of this Stockholders' Agreement incumbent upon the other party to be kept or performed, the prevailing party in such suit or action shall be entitled to recover a reasonable sum as attorneys fees and all courts costs incurred on behalf of that party and that amount shall be included in the judgment made and entered in that action. 8. Other Agreements. This Stockholders' Agreement together with the New Agreement shall supersede any prior oral understand-ing between the parties with respect to the sale and purchase of shares of Common Stock. Except to the extent specifically otherwise provided in this Stockholders' Agreement, the Old Agreement shall remain in full force and effect. 9. Validity - Legality. In the event that any provision of this Stockholders' Agreement shall be held invalid or illegal or unenforceable in whole or in part, the validity of any other provision of this Stockholders' Agreement shall not in any manner be affected thereby. 10. Governing Law. The provisions of this Stockholders' Agreement and the interpretation thereof shall be governed and construed in accordance with the laws of the State of Idaho. IN WITNESS WHEREOF, the parties hereto have executed this Stockholders' Agreement as of the date and year set forth first above. ALBERTSON'S, INC. Thomas R. Saldin _______________________________ By: Thomas R. Saldin Title: Executive Vice President, Administration and General Counsel Kathryn Albertson _______________________________ Kathryn Albertson ALSCOTT LIMITED PARTNERSHIP #2 By: Alscott, Inc. General Partner Thomas Wilford By: __________________________ Thomas Wilford Treasurer and Secretary (..continued) EX-99 4 ALBERTSON'S, INC. 1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS AGREEMENT This agreement is made pursuant to the 1995 Stock Option Plan for Non-Employee Directors ("Agreement") and is made between Albertson's, Inc., a Delaware corporation ("Company") and Kathryn Albertson ("Optionee"), a non-employee member of the Board of Directors of the Company. 1. The Company, pursuant to its 1995 Stock Option Plan for Non-Employee Directors ("Plan"), a copy of which is attached hereto and incorporated herein by reference, hereby confirms the grant to the Optionee on May 30, 1995 of an option ("Option") to purchase 2,000 (Two Thousand) shares of the Company's Common Stock ("Common Stock") at a price of $27.875 per share (which is the last sale price of the Common Stock on the New York Stock Exchange Composite Tape on the date on which the Option is granted), subject to the terms and conditions of the Plan including, but not limited to, the antidilution provisions of Section 3 thereof. The Option is a Nonqualified Stock Option as defined in the Plan. 2. The Option will expire on May 29, 2005 and, subject to the provisions of the Plan, is exercisable immediately, in whole or in part. If the Optionee resigns or does not stand for election (prior to retirement from the Board of Directors upon reaching age 70) or is removed from his or her position as a Director or is not re-elected to his or her position as a Director, any unexercised portion of the Option shall terminate as of the date of his or her resignation or removal or at the end of his or her term, as applicable. If the Optionee does not stand for re-election due to retirement from the Board of Directors upon reaching age 70 or dies while a Director, any unexercised portion of the Option shall terminate on the earlier of (a) one year from the date of the end of his or her term or death, as applicable, or (b) the date on which the option expires by its terms. 3. The Option or any part thereof may only be exercised by giving written notice of exercise to the Corporate Secretary of the Company, specifying the number of shares to be purchased. This notice shall be accompanied by payment of the aggregate purchase price for the number of shares purchased. Such exercise, subject to Paragraph 5 hereof, shall be effective upon the actual receipt of such payment and written notice by the Corporate Secretary of the Company. The aggregate option price for all shares purchased pursuant to an exercise of the Option shall be paid by cash, personal check, wire transfer, certified or cashier's check, or delivery of stock certificates for Mature Stock (as defined in the Plan) or other Common Stock which was not obtained through the exercise of a stock option, endorsed in blank or accompanied by executed stock powers with signatures guaranteed by a national bank or trust company or a member of a national securities exchange. The Optionee shall furnish with each notice of exercise of any portion of the Option such documents as the Company in its discretion may deem necessary to assure compliance with applicable regulations of any stock exchange or governmental authority. The Optionee or Optionee's successor (after the death of the Optionee) shall have no rights as a stockholder with respect to any share(s) covered by the Option until the Optionee or the Optionee's successor (after the death of the Optionee) shall have become the holder of record of such share(s), and, except as provided in Section 3 of the Plan, no adjustments shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights in respect of such share(s) for which the record date is prior to the date on which the Optionee or the Optionee's successor (after the death of the Optionee) shall have become the holder of record thereof. 4. The Option confirmed hereby is nontransferable by the Optionee except by will or by the laws of descent or distribution, and as may otherwise be permitted by Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended ("Act"), and only by execution and delivery to the Company of the documents prescribed by the Non-Employee Directors' Deferred Compensation Committee of the Board of Directors. 5. Upon demand by the Company, the Optionee agrees to provide satisfactory evidence to the Company that the Optionee has paid any and all taxes that may become applicable as a result of the exercise of the Option. 6. If at any time the Board of Directors of the Company shall determine, in its discretion, that the listing, registration or qualification of the shares covered by this Agreement upon any securities exchange or under any state of federal law, or the consent or approval of any governmental regulatory authority, or evidence of the investment intent of the Optionee or the Optionee's successor (after the death of the Optionee) is necessary or desirable as a condition of the exercise of the Option, the Option may not be exercised, in full or in part, unless and until such listing, registration, qualification, consent or approval or evidence shall have been effected or obtained free of any conditions not legally acceptable to the Company. 7. This Agreement shall not be construed as giving the Optionee any right to be retained as a Director of the Company. 8. The laws of the State of Delaware shall govern the interpretation, validity and performance of the terms of this Agreement, regardless of the law that might be applied under principles of conflicts of law. 9. By execution of this Agreement, the Optionee acknowledges receipt of a copy of this Agreement, the Plan and related documentation, together constituting the Prospectus, and the Optionee has reviewed such documents. The Optionee agrees to comply with all of the terms and conditions of this Agreement and of the Plan. IN WITNESS WHEREOF, this Agreement has been executed this 30th day of May 1995. Albertson's, Inc., a Delaware corporation Gary G. Michael J. B. Scott By: ___________________________ _________________________ Chairman of the Board Optionee Kaye L. O'Riordan By: __________________________ Corporate Secretary S E A L 3 optnkalb EX-99 5 ALBERTSON'S, INC. 1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS AGREEMENT This agreement is made pursuant to the 1995 Stock Option Plan for Non-Employee Directors ("Agreement") and is made between Albertson's, Inc., a Delaware corporation ("Company") and J. B. Scott ("Optionee"), a non-employee member of the Board of Directors of the Company. 1. The Company, pursuant to its 1995 Stock Option Plan for Non-Employee Directors ("Plan"), a copy of which is attached hereto and incorporated herein by reference, hereby confirms the grant to the Optionee on May 30, 1995 of an option ("Option") to purchase 2,000 (Two Thousand) shares of the Company's Common Stock ("Common Stock") at a price of $27.875 per share (which is the last sale price of the Common Stock on the New York Stock Exchange Composite Tape on the date on which the Option is granted), subject to the terms and conditions of the Plan including, but not limited to, the antidilution provisions of Section 3 thereof. The Option is a Nonqualified Stock Option as defined in the Plan. 2. The Option will expire on May 29, 2005 and, subject to the provisions of the Plan, is exercisable immediately, in whole or in part. If the Optionee resigns or does not stand for election (prior to retirement from the Board of Directors upon reaching age 70) or is removed from his or her position as a Director or is not re-elected to his or her position as a Director, any unexercised portion of the Option shall terminate as of the date of his or her resignation or removal or at the end of his or her term, as applicable. If the Optionee does not stand for re-election due to retirement from the Board of Directors upon reaching age 70 or dies while a Director, any unexercised portion of the Option shall terminate on the earlier of (a) one year from the date of the end of his or her term or death, as applicable, or (b) the date on which the option expires by its terms. 3. The Option or any part thereof may only be exercised by giving written notice of exercise to the Corporate Secretary of the Company, specifying the number of shares to be purchased. This notice shall be accompanied by payment of the aggregate purchase price for the number of shares purchased. Such exercise, subject to Paragraph 5 hereof, shall be effective upon the actual receipt of such payment and written notice by the Corporate Secretary of the Company. The aggregate option price for all shares purchased pursuant to an exercise of the Option shall be paid by cash, personal check, wire transfer, certified or cashier's check, or delivery of stock certificates for Mature Stock (as defined in the Plan) or other Common Stock which was not obtained through the exercise of a stock option, endorsed in blank or accompanied by executed stock powers with signatures guaranteed by a national bank or trust company or a member of a national securities exchange. The Optionee shall furnish with each notice of exercise of any portion of the Option such documents as the Company in its discretion may deem necessary to assure compliance with applicable regulations of any stock exchange or governmental authority. The Optionee or Optionee's successor (after the death of the Optionee) shall have no rights as a stockholder with respect to any share(s) covered by the Option until the Optionee or the Optionee's successor (after the death of the Optionee) shall have become the holder of record of such share(s), and, except as provided in Section 3 of the Plan, no adjustments shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights in respect of such share(s) for which the record date is prior to the date on which the Optionee or the Optionee's successor (after the death of the Optionee) shall have become the holder of record thereof. 4. The Option confirmed hereby is nontransferable by the Optionee except by will or by the laws of descent or distribution, and as may otherwise be permitted by Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended ("Act"), and only by execution and delivery to the Company of the documents prescribed by the Non-Employee Directors' Deferred Compensation Committee of the Board of Directors. 5. Upon demand by the Company, the Optionee agrees to provide satisfactory evidence to the Company that the Optionee has paid any and all taxes that may become applicable as a result of the exercise of the Option. 6. If at any time the Board of Directors of the Company shall determine, in its discretion, that the listing, registration or qualification of the shares covered by this Agreement upon any securities exchange or under any state of federal law, or the consent or approval of any governmental regulatory authority, or evidence of the investment intent of the Optionee or the Optionee's successor (after the death of the Optionee) is necessary or desirable as a condition of the exercise of the Option, the Option may not be exercised, in full or in part, unless and until such listing, registration, qualification, consent or approval or evidence shall have been effected or obtained free of any conditions not legally acceptable to the Company. 7. This Agreement shall not be construed as giving the Optionee any right to be retained as a Director of the Company. 8. The laws of the State of Delaware shall govern the interpretation, validity and performance of the terms of this Agreement, regardless of the law that might be applied under principles of conflicts of law. 9. By execution of this Agreement, the Optionee acknowledges receipt of a copy of this Agreement, the Plan and related documentation, together constituting the Prospectus, and the Optionee has reviewed such documents. The Optionee agrees to comply with all of the terms and conditions of this Agreement and of the Plan. IN WITNESS WHEREOF, this Agreement has been executed this 30th day of May 1995. Albertson's, Inc., a Delaware corporation Gary G. Michael J. B. Scott By: ___________________________ _________________________ Chairman of the Board Optionee Kaye L. O'Riordan By: __________________________ Corporate Secretary S E A L 3 optnkalb