Exhibit 10.22.3
                                    AMENDMENT
                                     to the
                                ALBERTSON'S, INC.
                        1990 DEFERRED COMPENSATION TRUST

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

                                    RECITALS:

     A.  The  Corporation  has  established  the  Albertson's,   Inc.   Deferred
Compensation Trust, effective November 20, 1990 (the "Trust");

     B. The  Corporation,  pursuant  to Section  6.01 of the Trust,  retains the
right to amend  the Trust at any time  prior to the time  when the  Trust  shall
become irrevocable pursuant to Section 6.02 thereof; and

     C. The  Corporation  certifies  that the Trust has not  become  irrevocable
pursuant to Section 6.02 thereof; and

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

                                    AMENDMENT

The Trust is hereby amended, as of December 1, 1999, as follows:

     1. To change  the  definition  in  Article  I,  Definitions  of  "Insurance
Policies" to read as follows:  "Insurance  Policies"  shall mean life  insurance
policies  purchased on the life of any  Participant or Eligible  Person from any
Insurance Company.

     2. To change the first  sentence of Section 4.06.  Creditors of Employer to
read as  follows:  The Trust Fund shall at all times be subject to the claims of
the  Employer's  general  creditors  but shall be  utilized  to satisfy any such
claims only in the case of the Employer's bankruptcy or insolvency.

     3. To change the first two  sentences of  subsection  (b) of Section  4.14.
Resignation  and  Removal to read as  follows:  Prior to a Change in Control the
Employer shall fill a vacancy in the office of Trustee as soon as practicable by
a written  instrument  filed with the  person(s)  appointed to fill the vacancy,
which  person(s)  must be a financial  institution  that is  independent  of the
Employer,  and  with a copy to the  predecessor  Trustee  and the  Recordkeeper.
Following a Change in Control,  the Employer shall be entitled to fill a vacancy
in the office of Trustee, but only with the consent and approval of the Majority
Participants,  as evidenced  in a written  instrument  filed with the  person(s)
appointed to fill the vacancy which  person(s)  must be a financial  institution
that is independent of the Employer.

     4. To change the first two  sentences of  subsection  (g) of Section  4.14.
Resignation  and Removal to read as follows:  Prior to a Change in Control,  the
Employer  shall  fill a  vacancy  in the  office  of  Recordkeeper  as  soon  as
practicable by a written  instrument filed with the person(s)  appointed to fill
the vacancy, which person(s) must be independent from the Employer and must be a
certified  consulting  actuary of firm of actuaries or  accountants,  and with a
copy to the  predecessor  Recordkeeper  and the  Trustee.  Following a Change in
Control,  the  Employer  shall be  entitled  to fill a vacancy  in the office of
Recordkeeper,   but  only  with  the  consent  and   approval  of  the  Majority
Participants  as  evidenced  in a written  instrument  filed with the  person(s)
appointed to fill the vacancy,  which  person(s)  must be  independent  from the
Employer  and must be a certified  consulting  actuary or firm of  actuaries  or
accountants.

     5. To change the first sentence of subsection  (b) of Section 4.17.  Rights
of Trustee to read as follows:  Before the Trustee acts or refrains from acting,
and in making any determination with respect to a Change in Control, a Potential
Change  in  Control,  the Value of the  Trust  Fund or any  other  determination
hereunder  (including  but not  limited  to  determination  of the  validity  of
consents of the Majority  Participants),  the Trustee may require and rely on an
Expert's  Certificate  or an Opinion of Counsel or both covering such matters as
the Trustee may reasonably require.

     IN  WITNESS  WHEREOF,  this  instrument  has  been  duly  executed  by  the
undersigned  on this  1st  day of  December,  1999  and has  been  delivered  by
facsimile  to the Trustee (as that term is defined in the Trust) of the Trust on
this 1st day of December, 1999.

                                             ALBERTSON'S, INC.


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