Exhibit 10.20.6


                                    AMENDMENT
                                     TO THE
                                ALBERTSON'S, INC.
                         1990 DEFERRED COMPENSATION PLAN


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

                                    RECITALS

     Whereas,  the Corporation  established  the Albertson's  Inc. 1990 Deferred
Compensation Plan effective January 1, 1990 (the "Plan");

     Whereas,  the Corporation,  pursuant to Section 10.1 of the Plan,  retained
the right to amend the Plan and pursuant to Section 10.1 the Plan may be amended
by the  Administrative  Committee of the  Compensation  Committee  ("Committee")
appointed by the Board of  Directors of  Albertson's,  Inc.  ("Board"),  and the
Board has granted the  authority  to amend the Plan to the  Committee so long as
such amendments do not materially alter benefits; and

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

     Now therefore be it resolved  that the Plan is amended,  as of May 1, 2001,
in the following respects:

                                    AMENDMENT

1.   A new Section 1.26,  "Total  Disability,"  shall be added (and the sections
     renumbered accordingly) to read as follows:

     "Total Disability" means the complete inability of the Eligible Employee to
     perform each and every duty of his or her regular  occupation as determined
     by the Committee in its sole and absolute discretion.

2.   Section  6.3(a)  shall be  amended  to read as  follows:

     In the event any Participant  terminates employment with the Employer prior
     to Retirement, for any reason other than death, the amount credited to such
     Participant's  Account  shall be  distributed  to such  Participant  in the
     form(s)   provided  for  under  this  Article  VI  commencing  as  soon  as
     administratively  practicable  effective  as of the  first day of the month
     immediately following the later of (a) date of termination, or (b) the date



1990defcompamd2(clean 12-31-01).doc

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     specified in the Participant's  Deferral Agreement which can in no event be
     later than the Participant's 65th birthday.  A Participant may elect in his
     or her  Deferral  Agreement  to  have  distribution  of his or her  Account
     commence effective as of the first day of the month following determination
     that  the  Participant  has  suffered  a Total  Disability,  provided  that
     distribution of the Participant's Account has not already commenced.

3.   Section  6.4(a)(i)  shall be  amended  to read as  follows:

     (i) Except as otherwise  provided in this Section 6.4, the amount  credited
     to a  Participant's  Account  shall be paid in one or more of the following
     forms: (A) a single lump sum, (B) a 5-year payout in 60 approximately equal
     monthly installments or 5 (five) equal annual  installments,  but not both,
     (C) a 10-year payout in 120 approximately equal monthly  installments or 10
     (ten) equal annual  installments,  but not both or (D) a 15-year  payout in
     180 approximately  equal monthly  installments or 15 (fifteen) equal annual
     payments,  but  not  both,  or a  combination  of  the  foregoing,  as  the
     Participant shall elect in any Deferral Agreement;  provided, however, that
     in the absence of such election in any Deferral  Agreement,  the respective
     amounts  credited  to the  Participant's  Account  shall be  payable in 120
     approximately  equal  monthly  installments.  If  installment  payments are
     elected,  the Account shall be amortized  with the rate of return  provided
     for in  Article  V of the Plan  unless  the  Participant  selects,  and the
     Committee approves,  an alternative assumed rate of return. The Participant
     shall not be  entitled  to select a  different  form of  distribution  with
     respect to the amounts credited to the  Participant's  Account in each Plan
     Year. Instead,  the distribution  form(s) selected by the Participant shall
     apply to the entire balance of the Participant's Account.

     IN WITNESS  WHEREOF,  Albertson's,  Inc. has caused this  instrument  to be
executed by its officer,  duly  authorized by its Board of Directors,  this 31st
day of December, 2001.

                                              ALBERTSON'S, INC.

                                              By:  /s/ Paul G. Rowan
                                                   ----------------------
                                                   Paul G. Rowan
                                                   Group Vice President &
                                                   Acting General Counsel











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