EXHIBIT 2
THE NORTHERN TRUST COMPANY
FIFTY ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
February 20, 1997
American Stores Company
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇:
Reference is made to that certain Stock Purchase
Agreement (the "Stock Purchase Agreement"), dated February 20,
1997, by and among American Stores Company, a Delaware
corporation (the "Company"), and the persons listed on the
signature pages thereto. Capitalized terms used but not
defined herein have the meanings assigned to such terms in the
Stock Purchase Agreement. The undersigned is listed on
Schedule 2 to the Stock Purchase Agreement, together with the
number of Shares owned by the undersigned.
The undersigned hereby agrees to become an Additional
Seller and to be bound by each of the terms, representations,
covenants and obligations applicable to Sellers under the Stock
Purchase Agreement and the Registration Rights Agreement.
The undersigned further agrees that any notices re-
quired to be sent to the undersigned pursuant to the Stock Pur-
chase Agreement and the Registration Rights Agreement shall be
deemed to be validly sent for all purposes of such Agreements
if sent to the attention of the undersigned at the address set
forth on Schedule 2 to the Stock Purchase Agreement.
This letter agreement is being delivered by the
undersigned to the Company and the Initial Sellers within 10
business days after the date of the Stock Purchase Agreement.
Please acknowledge your receipt of this letter
agreement by executing the enclosed copy of this letter and
returning it to the undersigned.
Very truly yours,
THE NORTHERN TRUST COMPANY,
as Trustee of each of the
Trusts listed on the
initialed pages of Schedule
2 attached hereto.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President
Acknowledged and Agreed:
AMERICAN STORES COMPANY
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Chief Financial Officer
SCHEDULE 2
Name Shares Owned
The Northern Trust Company, 92,400
As Trustee, UA dtd 8/30/96 with
▇.▇. ▇▇▇▇▇▇, The ▇.▇. ▇▇▇▇▇▇ &
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Charitable
Remainder Unitrust #1
The Northern Trust Company, 7,222,000
As Trustee, UA dtd 1/17/97 with
▇.▇. ▇▇▇▇▇▇, The ▇.▇. ▇▇▇▇▇▇ &
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Charitable
Remainder Unitrust #2
The Northern Trust Company, 255,000
As Trustee, UA dtd 8/26/96 with
▇.▇. ▇▇▇▇▇▇, The ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
Charitable Remainder Unitrust #1
The Northern Trust Company, 523,530
Successor Trustee, UA dtd 7/6/71
with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇▇▇▇▇▇),
The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇▇▇▇▇▇)
Personal Trust
The Northern Trust Company, 635,000
As Trustee, UA dtd 8/30/96
with ▇.▇. ▇▇▇▇▇▇, The ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Charitable
Remainder Unitrust #1
The Northern Trust Company, 488,000
As Trustee, UA dtd 1/17/97 with
▇.▇. ▇▇▇▇▇▇, The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Charitable Remainder
Unitrust #2
The Northern Trust Company, 49,200
Successor Trustee, UA dtd 2/2/66
with ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
for the benefit of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
(▇▇▇▇▇▇▇▇)
The Northern Trust Company, 280,465
Successor Trustee, UA dtd 5/21/75
with ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
The ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Personal
Trust
The Northern Trust Company, 635,000
As Trustee, UA dtd 8/26/96
with ▇.▇. ▇▇▇▇▇▇, The ▇▇▇ ▇.
▇▇▇▇▇▇ Charitable Remainder
Unitrust #1
The Northern Trust Company, 488,000
As Trustee, UA dtd 1/17/97 with
▇.▇. ▇▇▇▇▇▇, The ▇▇▇ ▇. ▇▇▇▇▇▇
Charitable Remainder Unitrust #2
The Northern Trust Company, 49,200
Successor Trustee, UA dtd 2/2/66
with ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
For the benefit of ▇▇▇ ▇. ▇▇▇▇▇▇
The Northern Trust Company, 49,200
Successor Trustee, UA dtd 2/2/66
with ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ For
the benefit of ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
The Northern Trust Company, 10,140
Successor Trustee, UA dtd 11/23/83
with ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
For the benefit of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
Age 30 Trust
The Northern Trust Company, 10,140
Successor Trustee, UA dtd 11/23/83
with ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
For the benefit of ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, Age 30 Trust
The Northern Trust Company, 10,140
Successor Trustee, UA dtd 11/23/83
with ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ For
the benefit of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Age 30 Trust
The Northern Trust Company, 10,140
Successor Trustee, UA dtd 11/23/83
with ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ For
the benefit of ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, Age 30 Trust
The Northern Trust Company, 10,140
Successor Trustee, UA dtd 11/23/83
with ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ For
the benefit of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
Age 30 Trust
The Northern Trust Company, 10,140
Successor Trustee, UA dtd 11/23/83
with ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ For
the benefit of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Age 30 Trust
The Northern Trust Company, 10,140
Successor Trustee, UA dtd 11/23/83
with ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ For
the benefit of ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
Age 30 Trust
The Northern Trust Company, 100,000
Trustee, UA dtd 1/29/97
with ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇,
The ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Charitable Remainder Trust #2
Total: 10,937,975
Address for notices to Northern Trust:
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▇ ▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
