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Non-Employee Directors' Deferred Compensation Plan [Amendment] - Albertson's Inc.

                                    AMENDMENT
                                     TO THE
                                ALBERTSON'S, INC.
                             NON-EMPLOYEE DIRECTORS'
                           DEFERRED COMPENSATION PLAN

          This Amendment is made by  Albertson's,  Inc., a Delaware  corporation
(the "Corporation").

                                    RECITALS:

          A.  The Corporation  established  the  Albertson's,  Inc. Non-Employee
Directors'  Deferred  Compensation  Plan  effective  January 1, 1990, as amended
December 15, 1998 (the "Plan");

          B.  The Corporation,  pursuant to Section 10.1  of the Plan,  retained
the  right  to  amend  the Plan;  and Section 10.1 provides that the Plan may be
amended so long as such amendments do not decrease the benefits or rights of any
Participant theretofore accrued.

          C.  The Board of Directors  of the Corporation  has determined that it
is advisable to amend the Plan in the manner hereinafter set forth and that such
amendments do not decrease the benefits of any Participant theretofore accrued.

                                    AMENDMENT

          The Plan is amended, as of March 15, 2001, in the following respects:

          1.  The Preamble is amended and restated to read, in its entirety,  as
follows:

          "This  Plan  is  an  unfunded  deferred  compensation   agreement  for
non-employee  directors and persons designated as Special Advisors to the Board,
and all rights  hereunder  shall be governed by and construed in accordance with
the laws of Idaho.  The Plan is implemented  with the intention that it will aid
in retaining  and  attracting  non-employee  directors  and Special  Advisors of
exceptional  ability by providing  such  directors  and Special  Advisors with a
means to  supplement  their  income at  retirement.  For  purposes of this Plan,
service as a Special Advisor shall be treated in the same manner as service as a
Director."

          2.  Section  1.9 of the Plan is amended and  restated to read,  in its
entirety, as follows:

          "`Director'  means a member of the Board or a Special  Advisor  to the
Board."



<PAGE>

          3.  The following  shall be inserted in the Plan as a new Section 1.20
and  corresponding  changes to the  numbering  of the  remaining  provisions  of
Article I shall be made to reflect this new insertion:

          "`Special  Advisor'  means  an  individual  designated  as such by the
Board."

          4.  The  following   sentence  shall   be  inserted   at  the  end  of
Section 6.3:

          "Notwithstanding anything to the contrary herein, service as a Special
Advisor to the Board shall be treated as service as a Director  for all purposes
and no termination of service shall be deemed to occur,  and no  distribution of
benefits shall occur, in the event a Director is designated as a Special Advisor
in connection with a Director's termination of directorship."

          IN WITNESS WHEREOF,  this Amendment to the Plan has been duly executed
by the undersigned as of March 15, 2001.

                                       ALBERTSON'S, INC.



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













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