Executive ASRE Makeup Plan [Amendment No. 2] - Albertson's Inc.
SECOND AMENDMENT
TO THE
ALBERTSON'S, INC.
EXECUTIVE ASRE MAKEUP PLAN
This Amendment is made by Albertson's, Inc., a Delaware corporation (the
"Corporation").
RECITALS
Whereas, the Corporation established the Albertson's Executive ASRE Makeup
Plan effective September 26, 1999 (the Plan");
Whereas, the Corporation, pursuant to Section 9.1 of the Plan, retained the
right to amend the Plan and Section 9.1 provides that 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.;
Now therefore be it resolved that the Plan is amended as of December 1,
2001 in the following respects:
AMENDMENT
1. Section 1.14 shall be amended to read as follows:
"Eligible Employee" means any employee of an Employer who (a) is a
participant in ASRE, (b) (i) is a store director, a drug store general
manager or a pharmacy manager or equivalent or (ii) is a non-store employee
who is paid at Salary Grade 27 or above, and (c) satisfies such other
criteria as may be established by the Committee. An employee shall cease to
be an Eligible Employee if the employee does not receive Compensation for
four (4) or more consecutive weeks. Notwithstanding the foregoing, no
participant in the American Stores Company Supplemental Executive
Retirement Plan shall be considered an Eligible Employee prior to
January 1, 2000.
<PAGE>
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
makeupamdt2.doc