Exhibit 10.20.5


                                    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  Section  10.1  provides  that the Plan may be
amended by the Grantor Trust 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.

                                    AMENDMENT

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

1.   Section 6.4(a) 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 an assumed rate of return of
     six  percent  (6%)  unless  the  Participant  selects,  and  the  Committee
     approves,  an alternative assumed rate of return. As of each January 1, the
     amount to be  distributed  in  installment  payments for that year shall be
     determined  by  amortizing  the  Participant's  Account  balance  as of the
     preceding December 31 over the remainder of the installment  period,  using

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     the assumed rate of return which was fixed under the preceding  sentence at
     the time installment  payments were elected.  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.

     (ii) The Participant may modify the form of the distribution of all or part
     of the Participant's Account,  provided that such modification is made on a
     validly  executed and timely filed Deferral  Agreement at least twelve (12)
     months  prior to the date on which  the  modification  is to be  effective.
     Notwithstanding  the foregoing,  distribution of the  Participant's  entire
     Account  balance  must be  completed  no  later  than  the  fifteenth  year
     following the year in which distributions commence.

2.   Section 7.1 shall be amended to read as follows:

     The Participant may, at any time,  designate a Beneficiary or Beneficiaries
     to receive  the  benefits  payable in the event of his or her death and may
     designate a successor  Beneficiary or Beneficiaries to receive any benefits
     payable  in  the  event  of  the  death  of  any  other  Beneficiary.  Each
     Beneficiary  designation  shall become effective only when filed in writing
     with the Committee during the  Participant's  lifetime on a form prescribed
     by the Committee.  The filing of a new  Beneficiary  designation  form will
     cancel all  Beneficiary  designations  previously  filed. If no Beneficiary
     shall  be  designated  by the  Participant,  or if  his or her  Beneficiary
     designation is revoked by marriage,  divorce or otherwise without execution
     of another designation,  or if the designated  Beneficiary or Beneficiaries
     shall not survive the  Participant,  payment of the  Participant's  Account
     shall be made to the  Participant's  estate in a single  lump sum  payment.
     Notwithstanding any provision of this Plan to the contrary, any Beneficiary
     designation  may be changed by a Participant  by the written filing of such
     change on a form prescribed by the Committee.

     IN WITNESS  WHEREOF,  Albertson's,  Inc. has caused this  instrument  to be
executed by its officer, duly authorized by its Board of Directors,  this 25 day
of May, 2001.

                                   ALBERTSON'S, INC.

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











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