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Sample Business Contracts

Executive Pension Makeup Plan [Amendment] - Albertson's Inc.

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                                   AMENDMENT

                                       TO

                ALBERTSON'S, INC. EXECUTIVE PENSION MAKEUP PLAN


         WHEREAS, the Albertson's, Inc. Executive Pension Makeup Plan (the
"Plan"), was originally established effective on June 1, 1988 and was amended
November 27, 1989 to be effective January 1, 1990; and

         WHEREAS, Albertson's, Inc. desires to amend the Plan retroactively to
January 1, 1990 to clarify certain provisions;

         NOW, THEREFORE, effective January 1, 1990, the plan is amended as
follows:

         1.  Section 2.01 of the Plan is amended and restated to read in its
entirety as follows:

                 2.01     Eligibility to Participate.  An Employee shall be
         eligible to participate in the Plan only if specified, either by name
         or by class of employees, by resolution of the Board of Directors of
         the Employer.  Once an Employee becomes a Participant, the Employee
         shall remain a Participant until the earlier of  the Participant's
         death or the complete distribution of the Participant's Accrued
         Benefit.

         2.  Section 3.01 (a) of the Plan is amended to add a new sentence at
the end thereof  to read as follows:

         If an Officer Participant becomes a Non-Officer Participant or
         otherwise ceases to be in the eligible class of employees under
         Section 2.01 without retiring or terminating employment with the
         Employer, the Participant's benefit shall continue to accrue and be
         calculated pursuant to this Section 3.01(a).

         3.  Section 3.01(b) of the Plan is amended to add a new sentence at
the end thereof to read as follows:

         If a Non-Officer Participant ceases to be in the eligible class of
         employees under Section 2.01 without retiring or terminating
         employment with the Employer, the Participant's benefit shall continue
         to accrue and be calculated pursuant to this Section 3.01(b).
<PAGE>   2
         IN WITNESS WHEREOF, Albertson's, Inc. has caused this instrument to be
executed by its officer, duly authorized by its Board of Directors, this 4th
day of March, 1996.

                                     ALBERTSON'S, INC.



                                     By: THOMAS R. SALDIN  
                                         ------------------------------
                                         Thomas R. Saldin

                                     Its: Executive Vice President,
                                          -----------------------------
                                          Administration and General
                                          Counsel

ATTEST:

KAYE L. O'RIORDAN        
--------------------------
Kaye L. O'Riordan
Corporate Secretary