May 21, 1997 Mrs. Kathryn Albertson 380 E. Parkcenter Blvd., Ste. 100 Boise, ID 83706 RE: Transfer of 20,842,446 Shares of Albertson's, Inc. Common Stock (the "Stock") to the J.A. and Kathryn Albertson Foundation, Inc. Dear Mrs. Albertson: The purpose...

   1
                                                                  Exhibit 10.1.2



                                                     May 21, 1997



Xxx. Xxxxxxx Xxxxxxxxx
000 X. Xxxxxxxxxx Xxxx., Xxx. 000
Xxxxx, XX  00000

         RE:      Transfer of 20,842,446 Shares of Xxxxxxxxx'x, Inc. Common
                  Stock (the "Stock") to the X.X. and Xxxxxxx Xxxxxxxxx
                  Foundation, Inc.

Dear Xxx. Xxxxxxxxx:

         The purpose of this letter is to state that Xxxxxxxxx'x, Inc. will not
require compliance by you with the terms of Section 3.2 of the Agreement between
you and Albertson's dated December 31, 1979 (the "Agreement") in connection with
the transfer of 20,842,446 shares of Stock to the X.X. and Xxxxxxx Xxxxxxxxx
Foundation, Inc.


                                                     Sincerely,

                                                     XXXXXXXXX'X, INC.

                                                     XXXX X. XXXXXXX

                                                     Xxxx X. Xxxxxxx
                                                     Chairman of the Board and
                                                     Chief Executive Officer


GGM:dmd