Executive Deferred Compensation Plan [Amendment] - Albertson's Inc.
AMENDMENT
TO THE
ALBERTSON'S, INC.
EXECUTIVE 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. 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
"Plan");
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
benefits.
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:
"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
follows:
"`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."
<PAGE>
3. The following definition shall be inserted as a separate
definition under Article I:
"`Special Advisor' means an individual designated as such by the
Board."
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
2