Exhibit 10.22.4










                                    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. 1990 Deferred
Compensation  Trust,  pursuant to a Trust Agreement  effective November 20, 1990
(the "Trust Agreement");

     B.  The Corporation,  pursuant  to  Section  6.01 of the  Trust  Agreement,
retains the right to amend the Trust  Agreement with the express written consent
of the Majority Participants on the date of such amendment;

     C.  The Corporation  hereby  certifies that such express written consent of
the Majority Participants to the amendments set forth herein has been obtained;

     D.  Management  Compensation  Group,  Northwest,  LLC, a  Delaware  limited
liability  company  and the  Recordkeeper  as that term is  defined in the Trust
Agreement has certified that the amount or time for payment of any benefit under
the Trust Agreement to any Participant or beneficiary of a deceased  Participant
will not be reduced or adversely  affected by the  amendments  set forth herein;
and

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




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<PAGE>


                                    AMENDMENT

     The Trust Agreement is hereby amended as follows:

1.   The  definition  of the term "Change in Control"  contained in Article I of
     the Trust Agreement is hereby amended

     (i) by replacing  the date "January 1, 1990" with the date "March 15, 2000"
     and by replacing the date "January 2, 1990" with the date "March 16, 2000,"

     (ii) by adding at the end thereof the following sentence:

          "Notwithstanding the foregoing, the occurrence of any of the foregoing
          events or transactions  shall not be deemed to be a Change in Control,
          if prior to  consummation  of such event or  transaction  the Board of
          Directors adopts by vote of a majority of the directors then in office
          (including a majority of the Continuing Directors with respect to such
          event or  transaction)  a  resolution  to the effect  that a Change in
          Control  for the  purpose  of this  Trust  shall not be deemed to have
          occurred upon consummation of such event or transaction."

     The amendments in this paragraph 1 to the definition of "Change in Control"
     shall  not be  deemed  to amend  the  definition  of  "Change  in  Control"
     contained  in  Section  1.5  of  the   Albertson's,   Inc.   1990  Deferred
     Compensation Plan effective January 1, 1990, as amended.

2.   Article I of the Trust  Agreement is amended by adding thereto  immediately
     after the definition of the term "Code" the following language:

          "Continuing  Director" shall mean, with respect to a particular event,
          transaction or circumstance, a person who was a member of the Board of
          Directors on March 15, 2000,  and any successor to such member who was
          recommended to succeed such member by a majority of the directors then
          in  office  who  either  were  members  of the  Board of  Directors on
          March 15,  2000,  or  whose succession  was previously so recommended,
          provided that no person shall be deemed  to be a  Continuing  Director


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<PAGE>

          with respect to a particular  event,  transaction or  circumstance  if
          such  person  is  an  "affiliate"  or  "associate"  (as such terms are
          defined  in  the  Securities  Exchange  Act of 1934 and the rules  and
          regulations  promulgated  thereunder)  of  any person  (other than the
          Employer) who engaged in such event, transaction or circumstance.

3.   The  definition  of the term  "Potential  Change in  Control"  set forth in
     Article I of the Trust Agreement shall be amended

     (i) by replacing  the date "January 1, 1990" with the date "March 15, 2000"
     and by replacing the date "January 2, 1990" with the date "March 16, 2000,"

     (ii)  by  deleting  in its  entirety  clause  (c) of  such  definition  and
     inserting in its place the following language:

          "(c)  filing or the  requirement  for filing with the  Securities  and
          Exchange  Commission  by any  "person"  or "group" (as those terms are
          used in Section 13(d) of the Exchange Act) of (i) an initial  Schedule
          13G  reflecting  ownership  of 10% or  more  of any  class  of  Voting
          Securities  outstanding  on the date of such  filing,  (ii) an initial
          Schedule  13D,  (iii) any  amendment to a Schedule 13D  reflecting  an
          increase in  ownership of any class of Voting  Securities  equal to or
          greater  than 1% of the  amount  of such  class of  Voting  Securities
          outstanding  on the date of such  filing  or (iv) any  amendment  to a
          Schedule  13G  reflecting  ownership  of 10% or more of any  class  of
          Voting  Securities  outstanding  on the  date  of such  filing  and an
          increase in ownership of such class of Voting  Securities  equal to or
          greater  than 2% of the  amount  of such  class of  Voting  Securities
          outstanding on the date of such filing,"

     and

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<PAGE>


     (iii) by deleting  from such  definition  the words "the Board of Directors
     adopts a  resolution  to the effect that a Potential  Change in Control for
     the purposes of this Trust shall not be deemed to have  occurred  (but only
     if at least a two-thirds  majority of the members of the Board of Directors
     at the time of adoption of such resolution were members  immediately  prior
     to such event or circumstances)" and inserting in their place the following
     words:

          "the Board of Directors by vote of a majority of the directors then in
          office (including a majority of the Continuing  Directors with respect
          to such event, transaction or circumstance) adopts a resolution to the
          effect  that a  Potential  Change in Control  for the  purpose of this
          Trust shall not be deemed to have  occurred as a result of such event,
          transaction or circumstance."

     Each of the foregoing  amendments shall be deemed to be effective as of the
date of the  creation  of the  Trust,  with  the  intention  that  (i) all  such
amendments shall relate back to such date and shall be retroactively  effective,
(ii) the Trust  Agreement  shall be  construed  as if such  amendments  had been
included in the  document as  originally  executed and (iii) if, but only to the
extent that, any amendment to the Trust Agreement  heretofore effected (a "prior
amendment") is  inconsistent  with the  amendments  set forth above,  such prior
amendment  shall be ineffective and of no force or effect but shall otherwise be
valid and of full force and effect.

     IN  WITNESS  WHEREOF,  this  instrument  has  been  duly  executed  by  the
undersigned  and has been delivered by facsimile to the Trustee (as that term is
defined in the Trust Agreement) of the Trust on this 31st day of March, 2000.

                                       ALBERTSON'S, INC.



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







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