Sample Business Contracts

Executive Deferred Compensation Plan [Amendment] - Albertson's Inc.

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                                     TO THE
                                ALBERTSON'S, INC.

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


          A.  The  Corporation  established  the  Albertson's,   Inc.  Executive
Deferred  Compensation Plan effective December 5, 1983, as amended and restated,
effective as of February 1, 1989, and as further amended, December 15, 1998 (the

          B.  The Corporation,  pursuant to  Section 8.01 of the Plan,  retained
the right to  amend the  Plan and  Section 8.01  provides  that the  Plan may be
amended by the Corporation so long as such  amendments are non-monetary in their
effect and do not materially alter plan benefits; and

          C.  The Board of Directors  of the  Corporation has determined that it
is advisable to amend the Plan in the manner hereinafter set forth and that such
amendments are  non-monetary  in their effect and do not  materially  alter plan


          The Plan is amended, as of March 15, 2001, in the following respects:

          1.  The Preamble is amended and restated to read, in its  entirety, as

          "The  Albertson's,  Inc.  Executive  Deferred  Compensation  Plan,  as
amended and  restated in its entirety  (hereinafter  referred to as the "Plan"),
has been  established  to  provide  the  funds for  retirement  or death for key
management employees,  members of the Board of Directors,  persons designated as
Special  Advisors and the  beneficiaries  of Special  Advisors,  directors,  key
management  employees  of  Albertson's,  Inc.  (hereinafter  referred  to as the
"Employer").  It is intended that the Plan will aid in retaining and  attracting
persons  of  exceptional  ability  by  providing  such  persons  with a means to
supplement their standard of living at retirement."

          2.  The definition of Outside Director as set forth in the Definitions
under  Article  I shall be  amended  and  restated  in its  entirety  to read as

          "`Outside  Director'  shall  mean a  member  of the  Board  who is not
otherwise an employee of the Employer or a Special Advisor to the Board."


          3.  The  following   definition  shall  be   inserted  as  a  separate
definition under Article I:

          "`Special  Advisor'  means  an  individual  designated  as such by the

          4.  The  following   sentence  shall   be  inserted   at  the  end  of
Section 6.01:

          "Notwithstanding anything to the contrary herein, service as a Special
Advisor to the Board shall be treated as service as an Outside  Director for all
purposes  and no  termination  of  service  shall be  deemed  to  occur,  and no
distribution  of  benefits  shall  occur,  in the event an Outside  Director  is
designated  as a  Special  Advisor  in  connection  with an  Outside  Director's
termination of directorship."

          IN WITNESS WHEREOF,  this Amendment to the Plan has been duly executed
by the undersigned as of March 15, 2001.

                                       ALBERTSON'S, INC.

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