EXHIBIT 10.21.4

                                FOURTH AMENDMENT
                      TO ALBERTSONS NON-EMPLOYEE DIRECTORS'
                           DEFERRED COMPENSATION PLAN

     WHEREAS,   the   Albertson's,   Inc.   Non-Employee   Directors'   Deferred
Compensation  Plan (the "Plan") was established  effective  January 1, 1990, and
has previously been amended;

     WHEREAS,  Albertson's, Inc. desires to further amend the Plan to change the
name of the Plan  and to limit  the  Moody's  Rate of  Return  with  respect  to
deferrals made after December 31, 2003;

     NOW, THEREFORE, the following amendments to the Plan are hereby adopted:

     1. Section 1.17 of the Plan is amended and restated,  effective  January 1,
2003, to read in its entirety as follows:

               1.17 "Plan" means the Albertsons Non-Employee Directors' Deferred
          Compensation Plan as set forth herein, as amended from time to time.

     2. Section  5.4  of the Plan  is amended,  effective  January 1, 2004,   to
replace all references to Sections 5.2 and 5.3 with "Article V."

     3.  Article V of the Plan is amended, effective January 1, 2004, to add new
sections 5.5 and 5.6, to read in their entirety as follows:
                  ...
                  5.5   Notwithstanding  the  foregoing  to the  contrary,  with
         respect to Deferred Amounts deferred under the  Plan after December 31,
         2003, each  month,  during  the  Participant's  directorship  with  the
         Employer, the balance of such  Participant's Account  shall be credited
         with a  Rate  of  Return  at  the  Moody's  Rate without regard to when
         benefits  first become  distributable  or the occurrence of a Change in
         Control.

                  5.6   Notwithstanding  the  forgoing  to  the  contrary,  with
         respect Deferred  Amounts  deferred  under  the Plan after December 31,
         2003, each month, commencing on the first day of the termination of the
         Participant  directorship  with the  Employer  and continuing until the
         earlier  of  the Participant's  reinstatement  as  a Director  with the
         Employer or the complete distribution of the Participant's Account, the
         balance of the Participant's  Account shall be  credited with a Rate of
         Return equal to the Moody's Rate without regard  to when benefits first
         become distributable or the occurrence of a Change in Control.

     IN WITNESS WHEREOF,  the Employer has caused this instrument to be executed
by its officer,  duly  authorized  by its Board of  Directors,  this 22nd day of
December, 2003.

                          ALBERTSON'S, INC.

                          By  /s/  John Sims
                         --------------------------------------------------
                          Its  Executive Vice President and General Counsel