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                                                                 EXHIBIT 10.10.4

                                THIRD AMENDMENT
                          DATED AS OF DECEMBER 5, 1994
                      TO AGREEMENT AMONG ALBERTSON'S, INC.
                                MARKUS-STIFTUNG
                                      and
                                 THEO ALBRECHT           

                                   RECITALS:

         A.      Albertson's, Inc., a corporation organized under the laws of
Delaware ("Company"), Theo Albrecht Stiftung, a Familienstiftung organized
under the laws of the Federal Republic of Germany (the name of which was
changed to Markus-Stiftung on April 22, 1988 and is hereinafter referred to as
"Markus"), and Theo Albrecht, the Chairman of the Board of Directors of Markus
("Albrecht") entered into that certain Agreement dated as of February 15, 1980,
as amended as set forth in paragraph B below ("Agreement").

         B.      The Agreement has been amended pursuant to that certain First
Amendment dated as of April 11, 1984 ("First Amendment") and pursuant to that
certain Second Amendment dated as of September 25, 1989 ("Second Amendment").
Among other things, the First Amendment authorized Markus to acquire up to 12%
of the common stock of the Company.  Among other things, the Second Amendment
extended the term of the Agreement to and including February 14, 1995.

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         C.      Markus presently is the beneficial owner of 29,152,800 shares
of the common stock of the Company, par value $1.00 per share (the "Common
Stock"), representing 11.5% of the Common Stock outstanding at the date of this
Third Amendment.  The Company and Markus believe that it is in their mutual
best interests (a) that Markus be authorized to acquire additional shares of
Common Stock, provided, however, that Markus and Albrecht and their affiliates
shall not be authorized to acquire more than 14% of the outstanding voting
securities of the Company and (b) that the term of the Agreement be extended to
and including February 14, 2000.

AGREEMENTS:

         NOW, THEREFORE, in consideration of the provisions and mutual
covenants and agreements set forth herein, the Company, Markus and Albrecht
hereby amend the Agreement as follows:

         1.      Paragraph 1 of the Agreement, as set forth in the First
Amendment, is hereby amended at the third line of such paragraph by deleting
the term "9.9%" and substituting the term "11.5%" therefor.

         2.      Paragraph 2 of the Agreement is hereby amended at the seventh
and thirteenth lines on page 4 of the Agreement by deleting the term "12%"
and substituting the term "14%" therefor.

         3.      (a)  Paragraph 5 of the Agreement is hereby amended at the
second line of such paragraph by deleting the term "fifteen" and substituting
the term "twenty" therefor and at the third line of such paragraph by deleting
the term "1995" and substituting the term "2000" therefor, and all references
in the Agreement to the term of the Agreement (as defined in paragraph 5) shall
be deemed to refer to Paragraph 5 as hereby amended.

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                 (b)   Paragraph 5 of the Agreement is hereby amended at the
first and second lines on page 12 of the Agreement by deleting the clause "J.A.
Albertson or his heirs" and substituting the clause " Kathryn Albertson or her
heirs" therefor.

                 (c)   Paragraph 5 of the Agreement is hereby amended at the
second, fifth and tenth lines on page 12 of the Agreement by deleting the term
"12%" and substituting the term "14%" therefor.

         4.      Paragraph 6(a)(i) of the Agreement is hereby deleted and the
following Paragraph 6(a)(i) substituted therefor:

                 "(i) to the placement of the following legend on each
            certificate representing Voting Securities owned by Markus or
            Albrecht or any affiliate:

            'The shares evidenced by this certificate are until February 14,
            2000, subject to, and may be sold, transferred or otherwise
            disposed of only upon compliance with, the terms and the provisions
            of that certain Agreement dated February 15, 1980, between
            Albertson's, Inc., Markus-Stiftung and Theo Albrecht, as amended,
            copies of which are on file and may be examined at the office of
            the Corporate Secretary of Albertson's, Inc.  After February 14,
            2000, these shares may be sold, transferred or otherwise disposed
            of without any compliance with said Agreement, as amended.'"

         5.      Paragraph 6(c) of the Agreement is hereby amended at the first
line of such paragraph by deleting the term "1995" and substituting the term
"2000" therefor.

         6.      Paragraph 9(f) of the Agreement is hereby amended to add the
following sentence at the end of such pargraph:

                 All provisions of this Agreement applicable to Voting
                 Securities held by Markus or its affiliates shall apply to all
                 Voting Securities acquired by Markus or its affiliates,
                 whether or not acquired pursuant to, or in conformity with,
                 any amendment hereto.

         7.      Paragraph 9(g) of the Agreement is hereby amended at the
thirteenth, fourteenth and fifteenth lines of such paragraph by deleting the
name and title "Warren E. McCain, Chief Executive Officer and President" and
substituting the name and title "Gary

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G. Michael, Chairman of the Board and Chief Executive Officer" therefor and at
the eighteenth line by deleting the title "Senior Vice President and General
Counsel" and substituting the title "Executive Vice President, Administration
and General Counsel" therefor so that the name and title on the seventeenth and
eighteenth lines reads "Thomas R. Saldin, Executive Vice President,
Administration and General Counsel."

         8.      In all other respects, the Agreement, as amended, shall remain
in full force  and effect.

         IN WITNESS WHEREOF, Albertson's, Inc., Markus-Stiftung and Theo
Albrecht have caused this Third Amendment to be duly executed as of the day and
year first above written.

                                       ALBERTSON'S, INC.


                                             
                                       BY:     GARY G. MICHAEL
                                           -------------------------
                                           Chairman of the Board


                                       MARKUS-STIFTUNG



                                       BY:      THEO ALBRECHT
                                           -----------------------
                                           Chairman of the Board


                                                THEO ALBRECHT
                                           ------------------------
                                           THEO ALBRECHT


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