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Non-Employee Directors' Deferred Compensation Plan [Amendment] - Albertson's Inc.

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                                    AMENDMENT
                                     to the
                                ALBERTSON'S, INC.
               NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN

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

     A.  The  Corporation   established  the  Albertson's,   Inc.   Non-Employee
Directors' Deferred Compensation Plan effective January 1, 1990 (the "Plan");

     B. The  Corporation,  pursuant to Section  10.1 of the Plan,  retained  the
right to amend the Plan;  Section 10.1  provides that the Plan may be amended by
the Non-Employee  Directors'  Deferred  Compensation  Committee appointed by the
Board of Directors of Albertson's,  Inc.; and the Committee has been granted the
authority to amend the Plan by the Non-Employee Directors' Deferred Compensation
Committee so long as such amendments do not materially alter benefits; and

     C. The Committee has  determined  that it is advisable to amend the Plan in
the manner  hereinafter  set forth and that such  amendments  do not  materially
alter benefits.

                                    AMENDMENT

     The Plan is amended, as of December 15, 1998, in the following respects:

         The last two  sentences of Section 6.4 (a) of the Plan shall be deleted
         and the following language shall be substituted in their place:

                    The Participant  may modify the form of the  distribution of
                    all or part of the Participant's Account, provided that such
                    modification is made on a validly  executed and timely filed
                    Deferral Agreement before the end of the calendar year which
                    ends at least  twelve (12) months prior to the date on which
                    any  distribution  of the  Participant's  Account shall have
                    commenced.

     IN  WITNESS  WHEREOF,  this  instrument  has  been  duly  executed  by  the
undersigned as of December 15, 1998.

                                 ALBERTSON'S, INC.


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