Non-Employee Directors' Deferred Compensation Plan [Amendment] - Albertson's Inc.
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, as amended
December 15, 1998 (the "Plan");
B. The Corporation, pursuant to Section 10.1 of the Plan, retained
the right to amend the Plan; and Section 10.1 provides that the Plan may be
amended so long as such amendments do not decrease the benefits or rights of any
Participant theretofore accrued.
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 do not decrease the benefits of any Participant theretofore accrued.
AMENDMENT
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
follows:
"This Plan is an unfunded deferred compensation agreement for
non-employee directors and persons designated as Special Advisors to the Board,
and all rights hereunder shall be governed by and construed in accordance with
the laws of Idaho. The Plan is implemented with the intention that it will aid
in retaining and attracting non-employee directors and Special Advisors of
exceptional ability by providing such directors and Special Advisors with a
means to supplement their income at retirement. For purposes of this Plan,
service as a Special Advisor shall be treated in the same manner as service as a
Director."
2. Section 1.9 of the Plan is amended and restated to read, in its
entirety, as follows:
"`Director' means a member of the Board or a Special Advisor to the
Board."
<PAGE>
3. The following shall be inserted in the Plan as a new Section 1.20
and corresponding changes to the numbering of the remaining provisions of
Article I shall be made to reflect this new insertion:
"`Special Advisor' means an individual designated as such by the
Board."
4. The following sentence shall be inserted at the end of
Section 6.3:
"Notwithstanding anything to the contrary herein, service as a Special
Advisor to the Board shall be treated as service as a Director for all purposes
and no termination of service shall be deemed to occur, and no distribution of
benefits shall occur, in the event a Director is designated as a Special Advisor
in connection with a 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
2