Exhibit 4.5


                   AGREEMENT OF SUBSTITUTION AND AMENDMENT OF
                         COMMON SHARES RIGHTS AGREEMENT

     This Agreement of  Substitution  and Amendment is entered into on September
26, 2003 to be effective as of February  26, 2002,  by and between  Albertson's,
Inc., a Delaware  corporation (the  "Company"),  and American Stock Transfer and
Trust Company, a New York banking corporation ("AST").

                                    RECITALS

A.            On or about December 6, 1996, the Company entered into a common
              shares rights agreement, which was amended on August 2, 1998 and
              March 16, 1999 (the "Rights Agreement") with ChaseMellon
              Shareholder Services, L.L.C. (the "Predecessor Agent") as rights
              agent.

B.            The Company wishes to remove the Predecessor Agent and substitute
              AST as rights agent pursuant to Section 21 of the Rights
              Agreement.

C.            The Company has given the Predecessor Agent notice of the removal
              of the Predecessor Agent as rights agent.

                                    AGREEMENT

     NOW,   THEREFORE,   in   consideration   of  the  foregoing  and  of  other
consideration,  the  sufficiency  of which is hereby  acknowledged,  the parties
agree as follows:

1.       Section 21 of the Rights Agreement is hereby amended to provide that
         any successor rights agent shall, at the time of its appointment as
         rights agent, have a combined capital and surplus of at least $10
         million, rather than $50 million.

2.       The Company hereby appoints AST as rights agent pursuant to Section 21
         of the Rights Agreement, to serve in that capacity for the
         consideration and subject to all of the terms and conditions of the
         Rights Agreement.

3.       AST hereby accepts the appointment as rights agent pursuant to Section
         21 of the Rights Agreement and agrees to serve in that capacity for the
         consideration and subject to all of the terms and conditions of the
         Rights Agreement.

4.       From and after February 26, 2002, the effective date hereof, each and
         every reference in the Rights Agreement to a "Rights Agent" shall be
         deemed to be a reference to AST.






5.       Section 26 of the Rights Agreement is amended to provide that notices
         or demands shall be addressed as follows (until another address is
         filed):

         If to the Company:

                                    Albertson's, Inc.
                                    250 Parkcenter Boulevard
                                    Boise, Idaho 83726
                                    Attention: Corporate Secretary
         If to AST:
                                    American Stock Transfer & Trust Company
                                    59 Maiden Lane
                                    New York, NY 10038
                                    Attention: Shareholder Services Division

6.       Except as expressly modified herein, the Rights Agreement shall remain
         in full force and effect.

7.       This Agreement of Substitution and Amendment may be executed in one or
         more counterparts, each of which shall together constitute one and the
         same document.

         IN WITNESS WHEREOF,  the parties have caused this Agreement to  be duly
         executed to be effective as of February 26, 2002.

                                      ALBERTSON'S, INC.


                                      By: /s/ Kaye L. O'Riordan
                                          ---------------------
                                          Kaye L. O'Riordan
                                          Vice President and Corporate Secretary


                                      AMERICAN STOCK TRANSFER &
                                            TRUST COMPANY

                                      By: /s/ Joseph F. Wolf
                                          ------------------
                                          Name:  Joseph F. Wolf
                                          Title:    Vice President