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 Whereas, the Corporation established the Albertson's Inc. Executive Deferred Compensation Plan effective December 5, 1983 (the "Plan"); Whereas, 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 without approval by the Board of Directors of Albertson's, Inc. ("Board"), provided that the amendments do not materially alter benefits and are non-monetary in their effect; and Whereas, the Committee has determined that it is advisable to amend the Plan in the manner hereinafter set forth. AMENDMENT Now therefore be it resolved that the Plan is amended, as of May 1, 2001, in the following respects: 1. Section 6.04(d) shall be amended to read as follows: The Participant may modify the form of the distribution of all or part of the Participant's Deferred Benefit Account, provided that such modification is made on a validly executed and filed election form at least twelve (12) months prior to the date on which the modification is to be effective. Notwithstanding the foregoing, distribution of the Participant's entire Deferred Benefit Account must be completed no later than the fifteenth year following the year in which distributions commence. 2. Section 7.02 shall be deleted in its entirety: 3. Section 7.03 shall be amended to read as follows: If a Participant fails to designate a Beneficiary as provided above, or if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant's benefits, then the Participant's designated Beneficiary shall be deemed to be the person or persons surviving him in the first of the following classes in which there is a survivor, share and share alike: <PAGE> (a) The surviving Spouse; (b) The Participant's natural or legally adopted children except that if any of the children predecease the Participant but leave issue surviving, then such issue shall take by right of representation the share their parent would have taken if living; or (c) The Participant's personal representative (executor or administrator). IN WITNESS WHEREOF, Albertson's, Inc. has caused this instrument to be executed by its officer, duly authorized by its Board of Directors, this 25 day of May, 2001. ALBERTSON'S, INC. By: /s/ Thomas R. Saldin ---------------------------------- Thomas R. Saldin Executive Vice President Administration and General Counsel F:\nancy\gen\execdefcompamd.doc 2