Sample Business Contracts

Senior Executive Deferred Compenstion Plan [Amendment] - Albertson's Inc.

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                                     to the
                                ALBERTSON'S, INC.

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

     A. The Corporation  established  the  Albertson's,  Inc.  Senior  Executive
Deferred Compensation Plan effective December 5, 1983 (the "Plan");

     B. The  Corporation,  pursuant to Section  8.01 of the Plan,  retained  the
right to amend the Plan and Section 8.01  provides  that the Plan may be amended
by the Corporation so long as such  amendments are  non-monetary in their effect
and do not materially alter plan benefits;  pursuant to resolutions duly adopted
by the Board of Directors of the Corporation, the Grantor Trust Committee of the
Board of  Directors  was  granted  the  authority  to amend the  Plans;  and the
Committee has been granted the authority to amend the Plans by the Grantor Trust
Committee so long as such amendments do not materially alter benefits;

     C. The Committee has  determined  that it is advisable to amend the Plan in
the manner  hereinafter  set forth and that such  amendment  does not materially
alter benefits.


     The Plan is amended, as of December 15, 1998, in the following respects:

         Subsection  6.04(d)  of the Plan  shall be  deleted  and the  following
         language shall be substituted in its place:

                  (d) The Participant may modify the form of the distribution of
                  all or part of the  Participant's  Deferred  Benefit  Account,
                  provided that such  modification is made on a validly executed
                  and filed  election  form before the end of the calendar  year
                  which ends at least  twelve (12)  months  prior to the date on
                  which any distribution of the  Participant's  Deferred Benefit
                  Account shall have commenced.

     IN  WITNESS  WHEREOF,  this  instrument  has  been  duly  executed  by  the
undersigned as of December 15, 1998.

                                   ALBERTSON'S, INC.

                                   By:  /s/  Thomas R. Saldin
                                             Thomas R. Saldin
                                             Executive Vice President,
                                             Administration and General Counse