AMENDMENT TO
                              EMPLOYMENT AGREEMENT

     THIS  AMENDMENT  to the  Employment  Agreement  by and between  Lawrence R.
Johnston (the "Executive") and Albertson's, Inc. (the "Company") is entered into
as of July 19, 2001.

     WHEREAS, the Executive and the Company entered into that certain Employment
Agreement dated April 23, 2001 ("Agreement"); and

     WHEREAS,  the  parties  hereto  wish to amend the  Agreement  to delete the
provisions  relating to the Executive's right to require the Company to purchase
the Executive's Louisville,  Kentucky residence and to add a requirement for the
Company to purchase  the  Executive's  Boise,  Idaho  residence in the event the
Executive  relocates  from Boise,  Idaho or in the event of a termination of the
Executive's employment for any reason during the Term of the Agreement.

     NOW,  THEREFORE,  in consideration of the agreements set forth herein,  the
parties agree as follows:

     1.   Capitalized  terms used herein  (including  in the  recitals)  and not
          otherwise  specifically  defined  herein  shall have the same  meaning
          given to such terms in the Agreement.

     2.   Paragraph  3 of  Schedule  1  (Relocation  Policy)  of  the  Agreement
          pertaining  to the right of the  Executive  to require  the Company to
          purchase the  Executive's  current  residence in Louisville,  Kentucky
          (the address of which is 3609 Glenview Avenue, Glenview,  Kentucky) is
          hereby deleted in its entirety and replaced with the following:

               "3.  Purchase of Executive's  Boise,  Idaho  Residence in Certain
               Circumstances.  The  Executive  shall be entitled  to require the
               Company to purchase the Executive's  primary  residence in Boise,
               Idaho upon the terms and  conditions set forth in Section 6(h) of
               the Agreement."

     3.   Section 6  (Termination)  of the Agreement is hereby amended by adding
          the  following  as clause (h) to the end of said  Section 6 to provide
          the  Executive  with the right to require the Company to purchase  the
          Executive's  primary residence in Boise, Idaho, if, during the Term of
          the Agreement,  the Executive  relocates from Boise,  Idaho to another
          location outside the State of Idaho or the Executive's employment with
          the Company is terminated for any reason:




               "(h)  PURCHASE  OF  EXECUTIVE'S   BOISE,   IDAHO  RESIDENCE  UPON
               EXECUTIVE'S RELOCATION OR TERMINATION.

                    (i) If, during the Term of the Agreement,  (i) the Executive
               relocates from Boise, Idaho to another location outside the State
               of Idaho  (subject  to the  Company  permitting  such  relocation
               pursuant to Section 4 hereof) or (ii) the Executive's  employment
               with the Company is terminated for any reason, the Executive may,
               upon written notice to the Company, cause the Company to purchase
               the Executive's  then primary  residence in Boise,  Idaho ("Boise
               Residence"),  provided the  Executive is unable,  notwithstanding
               his reasonable  efforts,  to sell the Boise Residence on his own.
               "Reasonable  efforts" shall include  listing the Boise  Residence
               for at least six (6) months with a qualified  real estate broker.
               In the event the company  purchases the Boise  Residence from the
               Executive  pursuant to this clause (h), the purchase  price shall
               be the  Executive's  initial  investment in the Boise  Residence,
               plus the cost of any  improvement  made  thereto.  The  Executive
               shall  provide  documentation   reasonably  satisfactory  to  the
               Company  evidencing  his  initial  investment  in and the cost of
               improvements to the Boise Residence.  In addition to the purchase
               price,  the  Company  shall  pay all  reasonable  closing  costs,
               including real estate commissions, if any.

                    (ii) All  amounts  payable by the  Company to the  Executive
               under this Section 6(h) shall be in addition to all other amounts
               payable to the Executive upon relocation or termination set forth
               herein."

     4.   Except as amended herein, the Agreement shall remain  unchanged and in
full force and effect.

     IN WITNESS WHEREOF, the Executive has signed this Amendment and the Company
has caused this Amendment to be executed by its duly  authorized  officers as of
the effective date first above written.

                                       ALBERTSON'S, INC.
                                       a Delaware corporation

                                       By:  /s/  Thomas R. Saldin
                                            ------------------------------
                                            Thomas R. Saldin
                                            Executive Vice President and General
                                            Counsel


                                       Executive

                                       by:  /s/  Lawrence R. Johnston
                                            ------------------------------
                                            Lawrence R. Johnston