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                                                                 Exhibit 10.13.8

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

     WHEREAS, Albertson's, Inc. maintains the Albertson's, Inc. Executive
Pension MakeUp Plan (the "Plan") which was amended and restated effective
December 1, 2002, and was further amended;

     WHEREAS, the Albertson's Salaried Employees' Pension Plan was merged with
and into the Albertson's Employees' Corporate Pension Plan, effective December
31, 2004;

     WHEREAS, the Board of Directors of Albertson's, Inc. has delegated the
authority to amend the Plan to its Management Development/Compensation
Committee;

     NOW, THEREFORE, the following amendments to the Plan are hereby adopted
effective as of the adoption date of this Amendment (unless another effective
date is expressly specified)

     1. Article I of the Plan is hereby amended by adding a definition of
"Change in Control" thereto, immediately following "Beneficiary", to read as
follows:

               "Change in Control" shall mean the occurrence of any of the
          following events:

               (i) the acquisition by any individual, entity or group (within
          the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
          "Person") of beneficial ownership (within the meaning of Rule 13d-3
          promulgated under the Exchange Act) of 20% or more of the combined
          voting power of the then-outstanding Voting Stock of Albertson's, Inc.
          (the "Company"), provided, however, that:

                    (1) for purposes of this Section 1(i), the following
          acquisitions shall not constitute a Change in Control: (A) any
          acquisition of securities entitled to vote generally in the election
          of directors of the Company ("Voting Stock") directly from the Company
          that is approved by a majority of the Incumbent Directors, (B) any
          acquisition of Voting Stock of the Company by the Company or any
          subsidiary, (C) any acquisition of Voting Stock of the Company by any
          employee benefit plan (or related trust) sponsored or maintained by
          the Company or any subsidiary, and (D) any acquisition of Voting Stock
          of the Company by any Person pursuant to a Business Combination that
          complies with clauses (A), (B) and (C) of Section 1(iii) below;

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                    (2) if any Person acquires beneficial ownership of 20% or
          more of combined voting power of the then-outstanding Voting Stock of
          the Company as a result of a transaction described in clause (1)(A) of
          Section 1(i) and such Person thereafter becomes the beneficial owner
          of any additional shares of Voting Stock of the Company representing
          1% or more of the then-outstanding Voting Stock of the Company, other
          than in an acquisition directly from the Company that is approved by a
          majority of the Incumbent Directors or other than as a result of a
          stock dividend, stock split or similar transaction effected by the
          Company in which all holders of Voting Stock are treated equally, such
          subsequent acquisition shall be treated as a Change in Control;

                    (3) a Change in Control will not be deemed to have occurred
          if a Person acquires beneficial ownership of 20% or more of the Voting
          Stock of the Company as a result of a reduction in the number of
          shares of Voting Stock of the Company outstanding unless and until
          such Person thereafter becomes the beneficial owner of any additional
          shares of Voting Stock of the Company representing 1% or more of the
          then-outstanding Voting Stock of the Company, other than as a result
          of a stock dividend, stock split or similar transaction effected by
          the Company in which all holders of Voting Stock are treated equally;
          and

                    (4) if at least a majority of the Incumbent Directors
          determine in good faith that a Person has acquired beneficial
          ownership of 20% or more of the Voting Stock of the Company
          inadvertently, and such Person divests as promptly as practicable a
          sufficient number of shares so that such Person beneficially owns less
          than 20% of the Voting Stock of the Company, then no Change in Control
          shall have occurred as a result of such Person's acquisition; or

               (ii) a majority of the Directors are not Incumbent Directors; or

               (iii) the consummation of a reorganization, merger or
          consolidation, or sale or other disposition of all or substantially
          all of the assets of the Company or the acquisition of assets of
          another corporation, or other transaction (each, a "Business
          Combination"), unless, in each case, immediately following such
          Business Combination (A) all or substantially all of the individuals
          and entities who were the beneficial owners of Voting Stock of the
          Company immediately prior to such Business Combination beneficially
          own, directly or indirectly, more than 60% of the combined voting
          power of the then outstanding shares of Voting Stock of the entity
          resulting from such Business Combination

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          (including, without limitation, an entity which as a result of such
          transaction owns the Company or all or substantially all of the
          Company's assets either directly or through one or more subsidiaries),
          (B) no Person (other than the Company, such entity resulting from such
          Business Combination, or any employee benefit plan (or related trust)
          sponsored or maintained by the Company, any Subsidiary or such entity
          resulting from such Business Combination) beneficially owns, directly
          or indirectly, 20% or more of the combined voting power of the then
          outstanding shares of Voting Stock of the entity resulting from such
          Business Combination, and (C) at least a majority of the members of
          the Board of Directors of the entity resulting from such Business
          Combination were Incumbent Directors at the time of the execution of
          the initial agreement or of the action of the Board providing for such
          Business Combination; or

               (iv) approval by the shareholders of the Company of a complete
          liquidation or dissolution of the Company, except pursuant to a
          Business Combination that complies with clauses (A), (B) and (C) of
          Section 1(iii).

     2. Article I of the Plan is hereby amended by adding a definition of
"Incumbent Director" thereto, immediately following "Employer", to read as
follows:

               An "Incumbent Director" shall mean the individuals who, as of the
          date hereof, are Directors of the Company and any individual becoming
          a Director subsequent to the date hereof whose election, nomination
          for election by the Company's shareholders, or appointment, was
          approved by a vote of at least two-thirds of the then Incumbent
          Directors (either by a specific vote or by approval of the proxy
          statement of the Company in which such person is named as a nominee
          for director, without objection to such nomination); provided,
          however, that an individual shall not be an Incumbent Director if such
          individual's election or appointment to the Board occurs as a result
          of an actual or threatened election contest (as described in Rule
          14a-12(c) of the Exchange Act) with respect to the election or removal
          of Directors or other actual or threatened solicitation of proxies or
          consents by or on behalf of a Person other than the Board.

     3. Effective as of the adoption of this Amendment, a new Section 4.04 is
hereby added to the Plan, immediately following Section 4.03, to read as
follows:

               4.04 Special Election. Notwithstanding any other provision of the
          Plan, each Participant shall have the right to elect, prior to May 22,
          2006, in accordance with procedures established under the Plan, to
          receive a lump sum payment in cash (payable

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          from an applicable trust or from general corporate assets) in an
          amount equal to the present value of such Participant's vested accrued
          benefit under the Plan, determined as of the date of the distribution
          and payable as soon as practicable on or after (but no later than 30
          days after) January 1, 2007, or, if later, the effective date of a
          Change in Control ("Special Election Lump Sum"), provided that such
          election shall not prevent the payment or commencement of a
          Participant's accrued benefit under the Plan on a scheduled
          distribution date that occurs prior to the payment of any such Special
          Election Lump Sum. The amount of any such Special Election Lump Sum
          shall be determined as of the date of the distribution using, in lieu
          of any actuarial factors set forth in the Plan for calculating a lump
          sum or any other purpose, the following actuarial factors: an interest
          rate equal to the average yield to maturity for 30-year U. S.
          Government Bonds as of the date of the distribution, and unloaded 94
          GAR mortality rates, blended 50% male and 50% female, projected to
          2002.

     4. A new Section 5.04 is hereby added to the Plan, immediately following
Section 5.03, to read as follows:

               5.04 Code Section 409A. It is intended that the Plan shall be
          operated in good faith compliance with Section 409A of the Internal
          Revenue Code ("Code") and may be amended at any time by the Employer
          to the extent necessary or desirable by the Employer, at the
          Employer's discretion, in light of Code Section 409A, without regard
          to any restrictions on the Employer's ability to amend the Plan under
          any other provision of the Plan.

     5. Except as provided herein, the Plan shall remain in full force and
effect.

     EXECUTED this 28th day of April, 2006.

                                        ALBERTSON'S, INC.


                                        By: /s/ John R. Sims
                                            ------------------------------------
                                        Its: Executive Vice President & General
                                             Counsel