Exhibit 10.13.7


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


     WHEREAS,  the Albertson's,  Inc. Executive Pension Makeup Plan (the "Plan")
was amended and restated,  effective  January 1, 1995, and has been amended from
time to time;

     WHEREAS, Albertson's, Inc. desires to further amend the Plan;

     NOW,  THEREFORE,  the following  amendments to the Plan are hereby adopted,
effective June 1, 2001.

     1.  Article  I of the Plan is  amended  to add  definitions  for the  terms
"Actuarial  Equivalent," "Joint and Survivor Annuity,"  "Period-Certain and Life
Annuity" and "Single-Life Annuity" to read in their entirety as follows:

          "Actuarial  Equivalent"  means equality in value of the aggregate
     amount expected to received under different forms of payment, based on
     the  Table of  Actuarial  Adjustments  and  assumptions  set  forth in
     Exhibit "A".
          ...

          "Joint and Survivor Annuity" means an annuity for the life of the
     Participant  with a survivor  annuity for the life of his  Beneficiary
     payable following the death of the Participant, which survivor annuity
     is  equal to a  specified  percentage  of the  amount  of the  annuity
     payable during the life of the Participant, and which is the Actuarial
     Equivalent of the Participant's Retirement Benefit.
          ...

          "Period-Certain  and Life annuity" means the payment of a reduced
     monthly  benefit to the  Participant  for his or her life,  and if the
     Participant  dies  within a period of 60 or 120 months  (whichever  is
     elected by the Participant) after benefit payments  commence,  payment
     of such  reduced  benefit  will be continued in the same amount to the
     Beneficiary designated by the Participant for the balance of the 60 or
     120  months,  as  applicable.  Such  benefit  shall  be the  Actuarial
     Equivalent of the Participant's Retirement Benefit.
          ...



<PAGE>

          "Single-Life  Annuity"  means  an  annuity  for  the  life of the
     Participant   with  no  survivor   benefits  which  is  the  Actuarial
     Equivalent of the Participant's Retirement Benefit.
....

     Unless  specifically  provided otherwise in the Plan, all capitalized terms
shall have the same meaning as set forth in the Salaried Pension Plan.

     2.   Section  3.01(a)(iii),  (iv) and (v) and  Section 3.01(b) are  amended
and restated to read in their entirety as follows:

          3.01   Amount of Accrued Benefit.

                 (a)  An  Officer  Participant's  Accrued  Benefit  shall  be  a
               monthly retirement benefit equal to an amount calculated pursuant
               to Section 4.1 (as amended from time to time),  or any  successor
               provision  thereto,   of  the  Salaried  Pension  Plan  with  the
               following modifications:

                    ...

                       (iii) Annual compensation  shall include (A) compensation
                    otherwise payable by the Employer to the Officer Participant
                    which the Officer  Participant  elects to defer under either
                    of the Deferred  Compensation Plans, the 1990 Plan, the 2000
                    Plan  or  ASRE  Makeup  Plan  for  the  year  in  which  the
                    compensation  is  deferred,  but only  those  components  of
                    deferred compensation which, if not deferred, would be taken
                    into  account in  determining  benefits  under the  Salaried
                    Pension  Plan;  (B)  compensation   deferred  under  certain
                    deferred  compensation   arrangements  relating  to  phantom
                    stock,  which  arrangements have been superseded by Employer
                    contributions to Albertson's, Inc. Senior Executive Deferred
                    Compensation   Plan;  and  (C)  Employer   contributions  to
                    Albertson's,  Inc. Senior  Executive  Deferred  Compensation
                    Plan;

                       (iv)  All  years  of  credited  service  of  the  Officer
                    Participant  under the Corporate  Pension Plan and all years
                    of  credited  service of the Officer  Participant  under the
                    Salaried Pension Plan, shall be taken into account; and

                       (v)   Such Officer Participant's Accrued Benefit shall be
                    reduced by the sum of (A) the Officer  Participant's accrued
                    benefit  under the Salaried  Pension  Plan,  (B) the Officer
                    Participant's  accrued benefit,  if any, under the Corporate
                    Pension  Plan,  and  (C)  the  Actuarial  Equivalent  of the



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<PAGE>

                    Officer  Participant's vested account balance in the Company
                    Contributions  on Pay Accounts under ASRE II and ASRE Makeup
                    Plan.

                    ...

                    (b)  A Non-Officer Participant's  Accrued Benefit shall be a
               monthly retirement benefit equal to an amount calculated pursuant
               to Section 4.1 (as amended from time to time),  or any  successor
               provision  thereto,   of  the  Salaried  Pension  Plan  with  the
               following modifications:

                         (i)  Annual  compensation  shall  include  compensation
                    otherwise   payable  by  the  Employer  to  the  Non-Officer
                    Participant  which  the  Non-Officer  Participant  elects to
                    defer under the 1990 Plan, 2000 Plan or ASRE Makeup Plan for
                    the year in which the  compensation  is  deferred,  but only
                    those  components  of deferred  compensation  which,  if not
                    deferred,   would  be  taken  into  account  in  determining
                    benefits under the Salaried Pension Plan; and

                         (ii) Such  Non-officer  Participant's  Accrued  Benefit
                    shall  be  reduced  by  the  sum  of  (A)  the   Non-Officer
                    Participant's  accrued  benefit  under the Salaried  Pension
                    Plan  (excluding any accrued  benefit  transferred  from the
                    Corporate Pension Plan) and (B) by the Actuarial  Equivalent
                    of the Non-officer  Participant's vested account balances in
                    the Company  Contribution  on Pay  Accounts  (including  the
                    Actuarial  Equivalent  of  prior  distributions  from  those
                    accounts) under ASRE II and ASRE Makeup Plan.


     If a  Non-Officer  Participant  ceases  to  be in  the  eligible  class  of
     employees  under Section 2.01 without  retiring or  terminating  employment
     with the Employer,  the Participant's  benefit shall continue to accrue and
     be calculated pursuant to this Section 3.01(b).

     3.   Section 4.02 of  the  Plan is  amended and  restated  to read  in  its
entirety as follows:

          4.02 Form of Benefit Payments.  Benefit payments shall be paid in
     one of the following  forms selected by the  Participant on his or her
     distribution  form  filed  with  the  Administrator:  (i)  Single-Life
     Annuity;  (ii) 50%, 66-2/3% or 100% Joint and Survivor Annuity;  (iii)
     60 or 120 month  Period-Certain and Life Annuity; or (iv) single, lump
     sum.  If a  Participant  does not file a  distribution  form  with the
     Administrator,   benefit  payments  shall  be  paid  as  a  120  month
     Period-Certain  and  Life  Annuity.   Such  benefit  payments,   under
     whichever  form  selected,  shall be the  Actuarial  Equivalent of the
     Participant's  Retirement  Benefit  payable as a Single-Life  Annuity.
     Notwithstanding the foregoing, if the single, lump sum amount which is



WORD491137v3                             3

<PAGE>

     the Actuarial  Equivalent of the Participant's  Retirement  Benefit is
     $5,000 or less,  such amount shall  immediately  be  distributed  in a
     single, lump sum payment.  Prior to the commencement of benefits,  the
     Participant may change (but not revoke) the form of payment previously
     selected;  provided,  however,  such change shall not become effective
     until 12 months after a validly  executed  distribution  form is filed
     with the Administrator.

     Notwithstanding the foregoing, until August 1, 2001, a Participant (but not
     Beneficiary) to whom benefit payments have commenced, may select any of the
     available forms of benefit payment, provided that, if a new form of payment
     is selected,  the new  form of  benefit will  not  become  effective  until
     August 1, 2002.

     4.     Article IV is  amended to  add a  new  Section 4.03 to read  in  its
entirety as follows:

            4.03  Suspension of Benefits During  Certain  Periods of Employment.
          Benefits  payable  under the Plan shall be  suspended  pursuant to the
          terms of Section 4.6 of the  Salaried  Pension  Plan,  as amended from
          time to time, or any successor provision thereto.

     5.     Section 7.04  of  the  Plan is amended and  restated  to read in its
entirety as follows:

            7.04  Assignment of Benefits.  To  the extent  permitted  by law, no
          interest  in this Plan  shall be subject  to  assignment,  alienation,
          transfer or  anticipation,  either by voluntary or involuntary  act of
          any  Participant  or  Beneficiary  or by  operation  of law, nor shall
          payment or right of  interest  be subject to the  demands or claims of
          any  creditor  of such  person,  nor be  liable  in any  way for  such
          person's debts,  obligations or liabilities.  If a domestic  relations
          order is determined by the  Administrator  to create an interest under
          this Plan for an alternate payee, no distribution of benefits shall be
          made to such alternate  payee until the  Participant  whose benefit is
          subject to the domestic  relations  order would be eligible to receive
          benefits under the Plan.

     IN  WITNESS  WHEREOF,  the  Employer  has  caused  this  instrument  to  be
executed by its officer, duly  authorized by  its Board of Directors,  this 18th
day of July, 2001.



                                          ALBERTSON'S, INC.



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


ATTEST:


/S/ Dean J. Snow
-------------------



WORD491137v3                             4


<PAGE>


                                   EXHIBIT "A"


                         Table of Actuarial Adjustments


                 Albertson's, Inc. Executive Pension Makeup Plan

     1.   For an election made by a  Participant at least 12 months prior to the
commencement of benefits,  the following factors represent the percentage of the
Participant's   Single-Life   Annuity  payable  to  the  Participant  under  the
alternative form of benefit indicated:

          (a) Joint and Survivor Annuity with the survivor's  annuity percentage
     as indicated:

<TABLE>
<CAPTION>

======================================================== ================= ================ ===============
<S>                                                        <C>                  <C>             <C>
                                                                                66-2/3%           100%
                                                           50% Survivor         Survivor        Survivor
                          Age                                 Benefit           Benefit         Benefit
======================================================== ================= ================ ===============
-------------------------------------------------------- ----------------- ---------------- ---------------
Participant and Spouse less than 5 years apart in age          90.0               86.7            81.3
-------------------------------------------------------- ----------------- ---------------- ---------------
Participant younger than Spouse by
(1) at least 5, but less than 10 years                         93.1               91.0            87.1
(2) at least 10, but less than 15 years                        95.2               93.7            90.8
(3) 15 years or more                                           97.3               96.4            94.7
-------------------------------------------------------- ----------------- ---------------- ---------------
Participant older than Spouse by:
(1) at least 5, but less than 10 years                         86.9               83.3            76.8
(2) at least 10, but less than 15 years                        84.8               80.7            73.6
(3) 15 years or more                                           82.4               77.7            70.1
======================================================== ================= ================ ===============

</TABLE>

          (b) Period Certain and Life Annuity (120 months): 95

          (c) Period Certain and Life Annuity (60 months): 98.5

          (d) Single, lump sum

              (i) For an  involuntary  single,  lump  sum  cashout  pursuant  to
          Section 4.02, the lump sum factor shall be the  "applicable  mortality
          table" as defined in Section  417(e)(3)(A)(ii)  of the Code (currently
          the 1983 GAM Mortality Table (50% male/50% female)) at the annual rate
          of  interest  on 30-year  U.S.  Treasury  securities  for the month of
          December immediately preceding the first day of the Plan Year in which
          the lump sum distribution is made.



WORD491137v3                             5

<PAGE>

               (ii) For all other  single,  lump sums, the lump sum factor shall
          be based on the following:

               Interest:  Moody's Rate where "Moody's Rate" means the "corporate
               bond yield  average" with respect to "average  corporations"  for
               the month of December  which  precedes the first day of Plan Year
               prior to the Plan Year in which the lump sum  distribution  is to
               be made (i.e.,  the rate for  December  2000  applies to the Plan
               Year beginning  February 1, 2002), as determined from the Moody's
               Bond Record published by Moody's Investor Services, Inc.

               Participant  mortality:  unisex  rates based upon 90% of the Male
               1971  Group  Mortality  Table and 10% of the  Female  1971  Group
               Mortality Table.

               Beneficiary  and alternate  payee  mortality:  unisex rates based
               upon 10% of the Male 1971  Group  Mortality  Table and 90% of the
               Female 1971 Group Mortality Table.

     2.   For an  election  change  made by a  Participant  prior to (but within
12 months of) the commencement of  benefits,  the  Participant's  benefit on the
effective  date of the  change  in form of  benefit  shall  be  converted  to an
actuarially equivalent Single-Life Annuity as provided in this paragraph and the
amount under the available  alternative  forms of benefit shall be determined by
applying paragraph 1 above.

          (a)  Joint and Survivor Annuity with the survivor's annuity percentage
     as indicated:
<TABLE>
<CAPTION>
======================================================== ================ ============== ===============
<S>                                                       <C>                 <C>            <C>
                                                                              66-2/3%          100%
                         Age                              50% Survivor        Survivor       Survivor
                                                              Benefit         Benefit        Benefit
======================================================== ================ ============== ===============
-------------------------------------------------------- ---------------- -------------- ---------------
Participant and Spouse less than 5 years apart in age          1.0             1.33           1.87
-------------------------------------------------------- ---------------- -------------- ---------------
Participant younger than Spouse by:
(1) at least 5, but less than 10 years                         .69              .90           1.29
(2) at least 10, but less than 15 years                        .48              .63            .92
(3) 15 years or more                                           .27              .36            .53
-------------------------------------------------------- ---------------- -------------- ---------------
Participant older than Spouse by:
(1) at least 5, but less than 10 years                        1.31             1.67           2.32
(2) at least 10, but less than 15 years                       1.52             1.93           2.64
(3) 15 years or more                                          1.76             2.23           2.99
======================================================== ================ ============== ===============

</TABLE>


WORD491137v3                             6

<PAGE>

          (b)  Period Certain and Life Annuity (120 months): .50

          (c)  Period Certain and Life Annuity (60 months): .30

          (d)  The  appropriate factor  from the  tables  above  for the form of
     benefit prior to change shall be multiplied by the lesser of:

               (i) The number of years  (rounded up for  fractional  years) that
          payments had been made under the form of benefit prior to the change.

               (ii) Five (5) for the 60 months  Period  Certain and Life Annuity
          and ten (10) for all other forms.

          (e)  The  result  from   subparagraph  2(d)  shall  be  added  to  the
     appropriate factor from paragraph 1 above.

          (f)  The  Participant's  actuarially  equivalent  Single-Life  Annuity
     benefit is equal to the  Participant's  benefit prior to the change in form
     divided by the result from subparagraph 2(e).

     3.   For an  election to change  the form of benefit made by a  Participant
after the commencement of benefits,  the Participant's  benefit on the effective
date of the  change in form of  benefit  shall be  converted  to an  actuarially
equivalent  Single-Life  Annuity by applying  paragraph 2 above, with the amount
under the single, lump sum option determined by applying subparagraph 1(d) above
and the amount under all other available  alternative forms of benefit,  if any,
determined by applying paragraph 7 below.

     4.   In determining the Actuarial Equivalent of the vested account  balance
in a  Participant's  Company  Contribution on Pay  Account in  ASRE II  and ASRE
Makeup Plan, the account  balance at termination of employment with the Employer
plus the Actuarial Equivalent of all prior distributions from the account) shall
be projected forward to the Participant's Normal  Retirement Date and divided by
the Annuity Conversion Factor based on age at Normal Retirement Date using an 8%
annual  interest  rate. If the  Participant  has attained his Normal  Retirement
Date, the account balance shall not be projected forward but shall be divided by
the Annuity  Conversion Factor based on his attained age at the Annuity Starting
Date. No mortality shall be assumed in determining  the Actuarial  Equivalent of
any prior  distributions  from the  Participant's  Company  Contributions on Pay
Account or for periods prior to the benefit commencement date under the Plan.

     5.   In determining the single, lump amount for a Beneficiary,  paragraph 1
above shall apply.

     6.   For purposes of determining an alternate payee's benefits pursuant to
a qualified domestic relations order under Section 414(p) of the Code, Actuarial
Equivalent shall be determined as follows:



WORD491137v3                             7

<PAGE>

          (a) For determining  the Single-Life  Annuity payable to the alternate
     payee:

          Interest: 8% compounded annually.

          Participant  mortality:  unisex  rates based upon 90% of the Male 1983
          Group Annuity Mortality Table and 10% of the Female 1983 Group Annuity
          Mortality Table.

          Alternate  payee  mortality:  unisex  rates based upon 10% of the Male
          1983 Group  Annuity  Mortality  Table and 90% of the Female 1983 Group
          Annuity Mortality Table.

          (b) For determining the amounts under all alternative forms of benefit
     available to the alternate payee, paragraph 1 above shall apply.

     7.   For all other purposes  under the Plan,  Actuarial Equivalent shall be
based on the following assumptions:

          Interest: 5% compounded annually.

          Participant  mortality:  unisex  rates based upon 90% of the Male 1983
          Group Annuity Mortality Table and 10% of the Female 1983 Group Annuity
          Mortality Table.

          Beneficiary mortality:  unisex rates based upon 90% of the Female 1983
          Group Annuity  Mortality  Table and 10% of the Male 1983 Group Annuity
          Mortality Table.




















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