TERMINATION AND CONSULTING AGREEMENT

     This  Termination  and Consulting  Agreement by and among  American  Stores
Company, a Delaware corporation (the "Company"),  Albertson's,  Inc., a Delaware
corporation  ("Parent") and Victor L. Lund (the  "Executive") is dated as of the
second day of August, 1998.

     WHEREAS, the Company, Parent and Abacus Holdings, Inc. ("Sub") have entered
into an Agreement and Plan of Merger dated as of the second day of August,  1998
(the "Merger Agreement"), pursuant to which the Company will merge with Sub (the
"Merger"), becoming a wholly owned subsidiary of Parent; and

     WHEREAS,  the  Executive  and the  Company  are  parties to an Amended  and
Restated  Employment  Agreement  dated as of December  9, 1997 (the  "Employment
Agreement") and an Employment Agreement dated as of July 25, 1996, as amended as
of December 9, 1997 (the "Change of Control  Agreement"),  as well as to various
award  agreements  pursuant to the  Company's  1997 Stock Option and Stock Award
Plan,  1989 Stock Option and Stock Award Plan, 1985 Stock Option and Stock Award
Plan and Employee  Stock Purchase Plan (the "Stock Award  Agreements"),  and the
Executive is entitled to various benefits under employee benefit plans, programs
and policies of the Company (collectively,  the "Employee Benefits"),  including
without limitation the Supplemental Executive Retirement Plan (the "SERP"); and

     WHEREAS,  it is  acknowledged by the parties hereto that as a result of the
consummation of the Merger and the other transactions contemplated by the Merger
Agreement,  as of the Effective Time (as defined in the Merger  Agreement),  the
Change of Control  Agreement shall have become  effective and the Executive will
have "Good Reason" to terminate his employment pursuant to the Change of Control
Agreement; and

     WHEREAS,  the  Company and Parent  have  determined  that it is in the best
interests of their  respective  shareholders to set forth, and the Executive has
agreed to set forth, their mutual agreement as to the rights and entitlements of
the Executive under the Employment  Agreement,  the Change of Control  Agreement
and the Employee  Benefits from and after the Effective  Time and to provide for
the  continuing  availability  to the  Company  and  Parent  of the  Executive's
services  and  expertise  following  the  Effective  Time,  all on the terms and
conditions set forth below;

     NOW, THEREFORE, it is hereby agreed as follows:

     1. Termination of Employment. (a) The Executive agrees not to terminate his
employment  before  the day after the  Closing  Date (as  defined  in the Merger
Agreement).  Any termination of the Executive's  employment  after the Effective
Time shall be deemed to be a  termination  of his  employment  for "Good Reason"
under the Change of Control Agreement,  with the result that the Executive shall
be entitled to the  payments and benefits set forth below in this Section 1. The
date of such  termination of employment is hereinafter  referred to as the "Date
of Termination."


                                     Page 1
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     (b) The Company  shall pay to the Executive in a lump sum in cash within 30
days after the Date of Termination the aggregate of the following amounts:

          (i)  the sum of (1) the  Executive's  Annual  Base  Salary (as defined
               below) through the Effective  Time to the extent not  theretofore
               paid,  and (2) the  product  of (x) the  higher of (I) the Recent
               Annual  Bonus (as  defined  below) and (II) the Annual  Bonus (as
               defined  below) paid or payable,  including  any bonus or portion
               thereof  which has been earned but deferred (and  annualized  for
               any fiscal  year  consisting  of less than  twelve full months or
               during which the Executive was employed for less than twelve full
               months),  for the most recently  completed fiscal year during the
               Employment  Period,  if any (such higher amount being referred to
               as the "Highest Annual Bonus") and (y) a fraction,  the numerator
               of which is the number of days in the current fiscal year through
               the Effective Time, and the denominator of which is 365; and

          (ii) the amount  equal to the  product of (1) three and (2) the sum of
               (x) the Executive's Annual Base Salary and (y) the Highest Annual
               Bonus; and

          (iii)the amount of the Executive's Special Long-Range  Retirement Plan
               "(SLRPP")  benefit as required by Section VI-B of the  Employment
               Agreement,  it being  acknowledged  that such benefit will become
               100%  vested  upon the  consummation  of the Merger and that such
               benefit will be payable in a lump sum in  accordance  with clause
               6. of said Section VI-B.

     (c) For three years after the Date of Termination, or such longer period as
may be  provided  by the terms of the  appropriate  plan,  program,  practice or
policy,  the  Company  shall  continue  to  provide  the  Executive  and/or  the
Executive's  family  with  "Welfare  Benefits"  (as  defined  below);  provided,
however,  that the  benefits  provided  pursuant to this  Section 1(c) shall not
duplicate any benefits required by Section 3(e) below.

     (d) To the extent not theretofore paid or provided,  or otherwise specified
in this Agreement,  the Company shall timely pay or provide to the Executive any
other amounts or benefits required to be paid or provided or which the Executive
is eligible to receive under any plan,  program,  policy or practice or contract
or  agreement of the Company and its  affiliated  companies,  including  without
limitation the SERP, in accordance with the terms thereof.

     2. Stock Awards.  The Executive's Stock Awards shall be treated as provided
in the Merger  Agreement,  and in accordance  with the terms of the Stock Awards
and the plans under which they were granted.

                                     Page 2
<PAGE>

     3.  Post-Merger  Services.  (a)  Parent  shall  cause the  Executive  to be
nominated to its Board of Directors (the "Board") for a term or terms  extending
until the third annual meeting of Parent following the Effective Time. While the
Executive is a member of the Board, he shall serve as Vice Chairman thereof.

     (b) From the Date of Termination  through the first anniversary  thereof or
such  shorter  period as may be provided  pursuant to Section  3(g) or (h) below
(the  "Consulting  Term"),  in  consideration  for the compensation and benefits
provided for below,  the Executive shall render one thousand hours of service as
follows:  (i) the  Executive  shall  make  himself  available  to Parent and the
Company,  at mutually  convenient times and places, for such consulting services
as may be requested by the Board or the Chief  Executive  Officer of Parent,  in
connection with long-range planning,  strategic direction,  real estate strategy
and integration and rationalization  matters; and (ii) the Executive shall serve
as the  industry  representative  of  Parent  and the  Company  to the  National
Association of Chain Drug Stores and CIES-The Food Business Forum.

     (c) Parent shall pay the  Executive a fee (the "Fee") of $70,834 per month,
payable monthly in advance, during the Consulting Term. In addition,  during the
Consulting  Term,  the  Executive  shall be entitled  to such other  perquisites
(including  expense  reimbursement and  transportation) as are made available to
senior  executive  officers  of the  Company in  accordance  with the  Company's
policies and  practices  prevailing  as of the date of this  Agreement.  Without
limiting  the  generality  of the  foregoing:  (i) Parent  shall  reimburse  the
Executive  for all  expenses  incurred  by him in the  performance  of  services
hereunder,  within thirty days of receipt by Parent of invoices  setting forth a
description  of the items for which  reimbursement  is sought  together with the
cost or fair market value of such items and copies of invoices, receipts, credit
card statements and other supporting  documentation;  (ii) during the Consulting
Term,  the Company's  corporate  aircraft  N718R shall remain based in Salt Lake
City,  and shall be available  for the use of the  Executive and that of Company
executives on a basis consistent with the Company's practice on the date of this
Agreement;  and (iii) when the  Executive  travels  in the course of  performing
services  hereunder,  he and Mrs.  Lund shall be entitled to use such  corporate
aircraft or to first-class travel by commercial airliner.

     (d) As of the  Date of  Termination,  the  Company  shall  transfer  to the
Executive title to the Company-owned vehicle that he currently uses.

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<PAGE>

     (e) The Company shall purchase  medical,  dental,  vision and  prescription
drug coverage for the Executive and his spouse,  Linda Lund, at least comparable
to the coverage  under the plans and programs in effect for active  employees of
the  Company in which the  Executive  participates  as of the date  hereof.  The
premiums for such  coverage  shall be payable by the Company for the lifetime of
the Executive and for Mrs. Lund's lifetime.  To the extent any such premiums are
considered  taxable  income to the Executive or to Mrs.  Lund, the Company shall
make a gross-up  payment to the Executive or Mrs. Lund, as  applicable,  to make
him or her whole on an after-tax basis. The Executive shall have the opportunity
afforded to all terminating  employees of the Company to convert,  to the extent
permitted,  any group  life or  accident  coverage  to an  individual  policy or
program following the Effective Time.

     (f) From the Date of Termination  through  October 31, 2012 (or the date of
the  Executive's  death,  if earlier),  the Company  shall (i) pay the Executive
$39,000 per year, increased as of each anniversary of the Date of Termination to
reflect  increases in the Consumer  Price Index since the Date of Termination or
the last such  anniversary,  as  applicable,  in lieu of  providing  him with an
office and related  occupancy  expenses,  as provided for in Section VI-D of the
Employment  Agreement,  and (ii) shall  employ,  and shall provide the Executive
with the full-time  services of, Amy Stitt, his current executive  assistant or,
if Ms. Stitt voluntarily  ceases to be an employee of the Company,  with (at the
Executive's  election) the full-time services of another executive  secretary of
comparable  qualifications  employed by Parent and loaned to the  Executive,  or
with  reimbursement,  on a net after-tax basis, of the direct and indirect costs
(including  without limitation for benefits) incurred by the Executive in hiring
another executive secretary to render such services.  During her employment with
the Company  pursuant to the  preceding  sentence,  Ms.  Stitt shall  receive an
annual salary at least equal to $55,000, increased as of each anniversary of the
Date of Termination  to reflect  increases in the Consumer Price Index since the
Date of Termination or the last such anniversary, as applicable, or, if greater,
as  necessary  to provide her with  increases  at least  equal,  on a percentage
basis, to the increases provided to similarly situated executive  secretaries of
Parent.

     (g) If the Executive should die or become  permanently  disabled before the
first  anniversary of the Date of Termination,  the Consulting Term shall end on
the  date of  such  death  or  permanent  disability,  Parent  shall  pay to the
Executive's estate or to the Executive or his legal guardian, as applicable, any
portion of the Fee and any expense reimbursements pursuant to Section 3(c) above
that remain  unpaid,  and the provisions of this Section 3 shall have no further
force or effect.

     (h) Parent may terminate the Consulting  Term for Cause, in which event the
Executive  shall not be required to render any further  services  and no further
monthly  payments  of the Fee shall be made.  For  purposes  of this  Agreement,
"Cause" shall mean:

          (i)  the willful and  continued  failure of the  Executive  to perform
               substantially the Executive's  duties under this Section 3 (other
               than any such failure  resulting from  incapacity due to physical
               or  mental  illness),  after a  written  demand  for  substantial
               performance  is  delivered  to the  Executive by the Board or the
               Chief Executive Officer of Parent which  specifically  identifies
               the manner in which the Board or Chief Executive Officer believes
               that  the   Executive   has  not   substantially   performed  the
               Executive's duties, or

          (ii) the willful engaging by the Executive in illegal conduct or gross
               misconduct which is materially and demonstrably  injurious to the
               Parent or the Company.

                                     Page 4

<PAGE>


For purposes of this Section  3(h), no act or failure to act, on the part of the
Executive,  shall be  considered  "willful"  unless it is done, or omitted to be
done,  by the  Executive  in bad faith or  without  reasonable  belief  that the
Executive's  action or  omission  was in the best  interests  of Parent  and the
Company.  Any act, or failure to act, based upon  authority  given pursuant to a
resolution  duly  adopted  by the  Board or upon the  instructions  of the Chief
Executive  Officer of Parent or based  upon the advice of counsel  for Parent or
the Company shall be conclusively presumed to be done, or omitted to be done, by
the Executive in good faith and in the best interests of Parent and the Company.
The  Consulting  Term shall not be  terminated  for Cause unless and until there
shall have been  delivered to the Executive a copy of a resolution  duly adopted
by the affirmative vote of not less than three-quarters of the entire membership
of the Board at a meeting of the Board called and held for such  purpose  (after
reasonable  notice is provided to the  Executive  and the  Executive is given an
opportunity, together with counsel, to be heard before the Board), finding that,
in the good faith  opinion of the Board,  the Executive is guilty of the conduct
described in  subparagraph  (i) or (ii) above,  and specifying  the  particulars
thereof in detail.

          (i)  The  Executive's  status during the Consulting Term shall be that
               of an independent contractor and not, for any purpose, that of an
               employee  or agent  with  authority  to bind the  Company  in any
               respect. All payments and other consideration made or provided to
               the  Executive  under  this  Section 3 shall be made or  provided
               without  withholding  or deduction of any kind, and the Executive
               shall assume sole  responsibility for discharging,  and he hereby
               agrees to indemnify  and defend  Parent and the Company  against,
               all tax or other obligations associated therewith.

     4.  Confidentiality.  The Executive shall hold in a fiduciary  capacity for
the benefit of Parent and the Company  all secret or  confidential  information,
knowledge or data  relating to the Company or any of its  affiliated  companies,
and their respective businesses, which shall have been obtained by the Executive
during  the  Executive's  employment  by the  Company  or any of its  affiliated
companies, and all such information, knowledge or data relating to Parent or any
of its affiliated companies,  and their respective businesses,  which shall have
been obtained by the Executive  during the  Executive's  service as a consultant
hereunder, and which shall not be or become public knowledge (other than by acts
by the  Executive  or  representatives  of the  Executive  in  violation of this
Agreement).  After  termination of the Consulting Term, the Executive shall not,
without the prior  written  consent of Parent or as may otherwise be required by
law or legal process, communicate or divulge any such information,  knowledge or
data to anyone other than Parent and those  designated  by it. In no event shall
an asserted violation of the provisions of this Section4  constitute a basis for
deferring or withholding  any amounts  otherwise  payable to the Executive under
this Agreement.

                                     Page 5
<PAGE>

     5. Noncompetition.  During the Consulting Term and thereafter while he is a
member of the Board,  without the consent of the Board,  the Executive shall not
serve as an employee,  officer, director (or in any other position of comparable
function)  of, or  consultant  to any other  business  or entity  engaged in the
retail grocery or drug store business which is in competition  with Parent,  the
Company, or their respective  subsidiaries;  provided,  that the foregoing shall
not prevent the Executive from  continuing to serve as a member of the Boards of
Directors on which he currently serves. In no event shall an asserted  violation
of the  provisions  of this  Section  5  constitute  a basis  for  deferring  or
withholding any amounts otherwise payable to the Executive under this Agreement.

     6.  Indemnification.  Parent and the Company agree to  indemnify,  protect,
defend  and  hold  the   Executive   and  his  estate,   heirs,   and   personal
representatives,  harmless  from and  against any actual or  threatened  action,
suitor  proceeding,  whether civil,  criminal,  administrative  or investigative
(hereinafter a "proceeding"), and all losses, liabilities, damages and expenses,
including reasonable  attorney's fees incurred by counsel reasonably  designated
or approved by him, in connection with this Agreement or his services hereunder,
provided that any consulting services giving rise to such indemnification  shall
have been  performed  by the  Executive  in good faith  and,  to the best of his
knowledge, in a lawful manner.

     7.  Certain  Additional  Payments.  (a)  Anything in this  Agreement to the
contrary notwithstanding and except as set forth below, in the event it shall be
determined  that any  payment  or  distribution  by Parent,  the  Company or its
affiliates  to or for the benefit of the  Executive  (whether paid or payable or
distributed  or  distributable  pursuant  to the  terms  of  this  Agreement  or
otherwise,  but determined  without regard to any additional  payments  required
under this Section 7) (a  "Payment")  would be subject to the excise tax imposed
by Section  4999 of the Code or any  interest or  penalties  are incurred by the
Executive  with respect to such excise tax (such excise tax,  together  with any
such interest and penalties,  are  hereinafter  collectively  referred to as the
"Excise  Tax"),  then the  Executive  shall be entitled to receive an additional
payment (a  "Gross-Up  Payment")  in an amount  such that  after  payment by the
Executive 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 Executive  retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing
provisions of this Section 7(a), if it shall be determined that the Executive is
entitled to a Gross-Up  Payment,  but that the Payments do not exceed110% of the
greatest amount (the "Reduced  Amount") that could be paid to the Executive such
that the  receipt of  Payments  would not give rise to any Excise  Tax,  then no
Gross-Up  Payment  shall  be made to the  Executive  and  the  Payments,  in the
aggregate, shall be reduced to the Reduced Amount.

                                     Page 6
<PAGE>


     (b) Subject to the provisions of Section 7(c), all determinations  required
to be made under this Section 7, 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 Ernst & Young LLP
or such other  certified  public  accounting  firm as may be  designated  by the
Executive  (the  "Accounting  Firm")  which shall  provide  detailed  supporting
calculations to Parent, the Company and the Executive within 15 business days of
the receipt of notice from the Executive that there has been a Payment,  or such
earlier time as is  requested  by Parent or the  Company.  In the event that the
Accounting Firm is serving as accountant or auditor for the  individual,  entity
or group  effecting the Change of Control,  the Executive  shall appoint another
nationally  recognized  accounting  firm to  make  the  determinations  required
hereunder  (which  accounting  firm shall then be referred to as the  Accounting
Firm  hereunder).  All fees and expenses of the  Accounting  Firm shall be borne
solely by Parent and the Company.  Any Gross-Up Payment,  as determined pursuant
to this  Section  7,  shall be paid by Parent or the  Company  to the  Executive
within  five days of the receipt of the  Accounting  Firm's  determination.  Any
determination  by the Accounting Firm shall be binding upon Parent,  the Company
and  the  Executive.  As a  result  of the  uncertainty  in the  application  of
Section4999  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 Parent or the Company should have been made  ("Underpayment"),
consistent with the  calculations  required to be made  hereunder.  In the event
that Parent  exhausts  its remedies  pursuant to Section 7(c) and the  Executive
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  Parent or the  Company  to or for the
benefit of the Executive.

     (c) The  Executive  shall  notify  Parent  in  writing  of any claim by the
Internal  Revenue Service that, if successful,  would require the payment of the
Gross-Up Payment. Such notification shall be given as soon as practicable but no
later than ten business  days after the Executive is informed in writing of such
claim and shall apprise Parent of the nature of such claim and the date on which
such claim is requested to be paid. The Executive shall not pay such claim prior
to the expiration of the 30-day period following the date on which it gives such
notice to Parent (or such shorter  period ending on the date that any payment of
taxes with respect to such claim is due).  If Parent  notifies the  Executive in
writing  prior to the  expiration of such period that it desires to contest such
claim, the Executive shall:

          (i)  give  Parent  any  information  reasonably  requested  by  Parent
               relating to such claim,

          (ii) take such  action in  connection  with  contesting  such claim as
               Parent  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
               Parent,

          (iii)cooperate  with  Parent  in good  faith in order  effectively  to
               contest such claim, and

          (iv) permit Parent to participate in any proceedings  relating to such
               claim;

                                     Page 7
<PAGE>

provided,  however,  that  Parent  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 Executive  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 7(c), Parent 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  Executive  to pay the tax claimed and sue for a refund or contest the claim
in any permissible manner, and the Executive 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 Parent shall  determine;
provided,  however,  that if Parent  directs the Executive to pay such claim and
sue for a  refund,  Parent  shall  advance  the  amount of such  payment  to the
Executive,  on an interest-free basis and shall indemnify and hold the Executive
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 Executive with respect to which such contested
amount  is  claimed  to be due is  limited  solely  to  such  contested  amount.
Furthermore,  Parent's  control of the  contest  shall be limited to issues with
respect to which a Gross-Up Payment would be payable hereunder and the Executive
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.

     (d) If, after the receipt by the Executive of an amount  advanced by Parent
pursuant to Section 7(c), the Executive  becomes  entitled to receive any refund
with respect to such claim,  the Executive shall (subject to Parent's  complying
with the requirements of Section 7(c)) promptly pay to Parent the amount of such
refund  (together  with  any  interest  paid or  credited  thereon  after  taxes
applicable  thereto).  If,  after  the  receipt  by the  Executive  of an amount
advanced by Parent  pursuant to Section 7(c), a  determination  is made that the
Executive  shall not be entitled  to any refund  with  respect to such claim and
Parent does not notify the  Executive  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.

     8.   Parent   Guaranty.   Parent   hereby   irrevocably,   absolutely   and
unconditionally  guarantees the payment by the Company of all  compensation  and
benefits  (the  "Payments")  that the  Company is  obligated  to provided to the
Executive  under  this  Agreement.  This  obligation  of Parent  is the  primary
obligation  of Parent,  and the  Executive  may enforce this  guarantee  against
Parent  without any prior  enforcement  of the  obligation  to make the Payments
against the Company.

     9. Definitions.  As used in this Agreement,  the following terms shall have
the meanings indicated below:

                                     Page 8
<PAGE>

     (a) "Annual Base Salary" shall mean the Executive's annual base salary paid
by the Company and its affiliated companies (including any base salary which was
earned  but  deferred),  at  the  highest  rate  in  effect  in  respect  of the
twelve-month period immediately  preceding the month in which the Effective Time
occurs, but in no event less than $850,000.

     (b) "Recent Annual Bonus" shall mean the Executive's target bonus in effect
for the year in which the Effective  Time occurs under the  Company's  incentive
plans (both annual and long-term), but in no event less than $595,000.

     (c) "Welfare  Benefits"  shall mean all welfare  benefit plans,  practices,
policies  and  programs  provided by the Company  and its  affiliated  companies
(including,  without  limitation,  medical,  prescription,  dental,  disability,
employee life, group life,  accidental death and travel accident insurance plans
and programs) to the extent applicable generally to other peer executives of the
Company and its affiliated companies, which such plans, practices,  policies and
programs provide the Executive with benefits shall be not less favorable, in the
aggregate,  than the most  favorable  of such  plans,  practices,  policies  and
programs  in effect for the  Executive  at any time  during the  120-day  period
immediately preceding the Effective Date or, if more favorable to the Executive,
those  provided  generally  at any time after the  Effective  Date to other peer
executives  who remain active  employees of Parent,  the Company or any of their
respective  subsidiaries;  provided,  however,  that  if the  Executive  becomes
reemployed  with another  employer  and is eligible to receive  medical or other
welfare  benefits  under another  employer  provided plan, the medical and other
welfare  benefits  described  herein shall be secondary to those  provided under
such other plan during such applicable period of eligibility.

     10. Successors. (a) This Agreement is personal to the Executive and without
the prior  written  consent of Parent shall not be  assignable  by the Executive
otherwise than by will or the laws of descent and  distribution.  This Agreement
shall  inure to the  benefit  of and be  enforceable  by the  Executive's  legal
representatives.

     (b) This  Agreement  shall  inure to the  benefit  of and be  binding  upon
Parent, the Company and their respective successors and assigns.

     (c) Parent and the Company shall each require any successor (whether direct
or  indirect,  by  purchase,  merger,  consolidation  or  otherwise)  to  all or
substantially  all of  their  respective  businesses  and/or  assets  to  assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that Parent or the Company (as  applicable)  would be required to perform
it if no such succession had taken place.  As used in this  Agreement,  "Parent"
and  the  "Company"  shall  mean  Parent  and  the  Company,   respectively,  as
hereinbefore  defined and any successor to their  respective  businesses  and/or
assets as  aforesaid  which  assumes  and agrees to perform  this  Agreement  by
operation of law, or otherwise.


                                     Page 9
<PAGE>

     11. Miscellaneous. (a) This Agreement shall be governed by and construed in
accordance  with  the  laws of the  State  of  Delaware,  without  reference  to
principles of conflict of laws.  The captions of this  Agreement are not part of
the provisions hereof and shall have no force or effect.  This Agreement may not
be amended or modified  otherwise  than by a written  agreement  executed by the
parties hereto or their respective successors and legal representatives.

     (b) All notices and other communications  hereunder shall be in writing and
shall be given by hand delivery to the other party or by registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:

                  IF TO THE EXECUTIVE:

                  Victor L. Lund
                  P.O. Box 58739
                  Salt Lake City, UT 84158

                  IF TO PARENT:

                  Thomas R. Saldin
                  250 Park Center Blvd.
                  Boise, Idaho 83726

                  IF TO THE COMPANY:

                  299 South Main Street
                  Salt Lake City, UT 84111

                  Attention: General Counsel or Secretary

or to such other  address as either  party shall have  furnished to the other in
writing in accordance  herewith.  Notice and  communications  shall be effective
when actually received by the addressee.

     (c)  The  invalidity  or  unenforceability  of any  provision  (or  portion
thereof) of this Agreement  shall not affect the validity or  enforceability  of
any other provision (or portion thereof) of this Agreement.

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

     (e) From and after the Date of Termination,  this Agreement shall supersede
any other  agreement  between the  parties  with  respect to the subject  matter
hereof,  including without limitation the Employment Agreement and the Change of
Control Agreement.

                                    Page 10
<PAGE>


     (f) This Agreement may be executed in several  counterparts,  each of which
shall be deemed an original,  and said counterparts shall constitute but one and
the same instrument.

     (g) This  Agreement  shall be null and void,  ab initio,  and of no further
effect if the Merger Agreement is terminated before the Effective Time.

     IN WITNESS  WHEREOF,  the Executive has hereunto set the  Executive's  hand
and,  pursuant to the  authorization  from their respective Boards of Directors,
Parent and the  Company  have each caused  these  presents to be executed in its
name on its behalf, all as of the day and year first above written.



                                            /s/ Victor L. Lund
                                            Victor L. Lund

                                            AMERICAN STORES COMPANY
                                            By:  /s/ Kathleen E. McDermott

                                            ALBERTSON'S, INC.
                                            By:  /s/ Michael F. Reuling


                                    Page 11

Source: OneCLE Business Contracts.