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Executive Pension Makeup Plan [Amendment No. 4] - Albertson's Inc.

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                              FOURTH AMENDMENT TO
                               ALBERTSON'S, INC.
                         EXECUTIVE PENSION MAKEUP PLAN

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


A.       The Corporation established effective June 1, 1988, the Albertson's,
         Inc. Executive Pension Makeup Plan for the purpose of providing
         supplementary retirement benefits to a select group of management or
         highly compensated employees, and amended and restated such plan,
         effective February 1, 1989, and subsequently amended the plan (as
         amended and restated, the "Plan").

B.       The Corporation, under Article V of the Plan, reserved the right to
         amend the Plan.

C.       Pursuant to resolutions adopted by the Board of Directors of the
         Corporation on August 29, 1988 and May 26, 1989, the Administrative
         Committee of the Grantor Trust Committee (the "Committee") was granted
         authority to amend the Plan.

D.       The Committee has determined that it is advisable to amend the Plan in
         the manner hereinafter set forth.


         NOW, THEREFORE, the following amendments to the Plan are hereby
adopted, effective January 1, 1995:

         1.      Article I is expanded to include the following definitions:

                 "Normal Retirement Date" shall have the same meaning as set
                 forth in the Salaried Pension Plan.

                 "Retirement Benefit" shall mean a Participant's benefit as
                 determined pursuant to Section 3.02.

         2.      Section 3.01 is renamed "AMOUNT OF ACCRUED BENEFIT."

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         3.      A new Section 3.02 shall be added as follows:

                 3.02  AMOUNT OF RETIREMENT BENEFIT.  A Participant's
                 Retirement Benefit shall be a monthly benefit equal to the
                 Participant's Accrued Benefit adjusted in the same manner as
                 under the Salaried Pension Plan for benefits commencing at
                 a date other than the Participant's Normal Retirement Date.

         4.      Sections 3.02, 3.03 and 3.04 are renumbered as Sections 3.03,
                 3.04 and 3.05, respectively.

         5.      Section 4.02 is amended to read, in its entirety, as follows:

                 4.02  FORM OF BENEFIT PAYMENTS.  Benefit payments shall be
                 paid in the form of a period-certain and life annuity which is
                 the payment of a reduced benefit to the Participant payable
                 until death, and if the Participant's death occurs within a
                 period 10 years after benefit payments commence, payments of
                 such reduced benefit shall be continued in the same amount to
                 the Participant's Beneficiary (i.e., the Participant's
                 Beneficiary or Beneficiaries designated under the Salaried
                 Pension Plan) for the balance of the 10-year period.  Such
                 benefit shall be the actuarial equivalent of the Participant's
                 Retirement Benefit.  Notwithstanding the foregoing, if the
                 lump sum amount which is the actuarial equivalent of the
                 Participant's Retirement Benefit is $3,500 or less, such
                 amount shall immediately be distributed in a single lump sum
                 payment.  The actuarial equivalent of the Participant's
                 Retirement Benefit shall be determined using the actuarial
                 assumptions and equivalents provided under the Salaried
                 Pension Plan.

         IN WITNESS WHEREOF, the Employer has caused this Fourth Amendment to
be executed by its duly authorized officers this 27th day of January, 1995
to be effective as of January 1, 1995.

                                       ALBERTSON'S, INC.
                                       a Delaware corporation

                                       BY:         THOMAS R. SALDIN
                                           Thomas R. Saldin
                                           Executive Vice President,
                                           Administration and General Counsel