Sample Business Contracts

2000 Deferred Compensation Plan [Amendment No. 3] - Albertson's Inc.

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                                 THIRD AMENDMENT
                                     TO THE
                                ALBERTSON'S, INC.
                         2000 DEFERRED COMPENSATION PLAN

     This Amendment is made by Albertson's,  Inc., a Delaware  corporation  (the


     Whereas,  the Corporation  established  the Albertson's  Inc. 2000 Deferred
Compensation Plan effective January 1, 2000 (the "Plan");

     Whereas, the Corporation, pursuant to Section 9.1 of the Plan, retained the
right to amend the Plan and  pursuant  to Section 9.1 the Plan may be amended by
the  Administrative   Committee  of  the  Compensation  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.

     Now  therefore  be it resolved  that the Plan is amended,  as of October 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 entire  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  equal  annual  installments,  but not  both,  or a  combination  of the
     foregoing to the extent  administratively  practicable,  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 either six
     percent (6%) or, if the  Participant  is eligible for and selected  Moody's

     Rate as the Rate of Return then the Moody's rate shall be used,  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 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.

     IN WITNESS  WHEREOF,  Albertson's,  Inc. has caused this  instrument  to be
executed by its officer,  duly  authorized by its Board of Directors,  this 31st
day of December, 2001.

                                             ALBERTSON'S, INC.

                                                 By:  /s/ Paul G. Rowan
                                                      Paul G. Rowan
                                                      Group Vice President &
                                                      Acting General Counsel


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