Executive Pension Makeup Plan [Amendment No. 2] - Albertson's Inc.
SECOND AMENDMENT
TO
ALBERTSON'S, INC. EXECUTIVE PENSION MAKEUP PLAN
WHEREAS, the Albertson's, Inc. Executive Pension Makeup Plan (the "Plan")
was amended and restated, effective January 1, 1995;
WHEREAS, Albertson's Inc. (the "Employer") has adopted the Albertson's
Savings & Retirement Estates II, a profit sharing plan ("ASRE II") and the
Albertson's, Inc. 2000 Deferred Compensation Plan, a nonqualified deferred
compensation plan ("2000 Plan").
WHEREAS, the Employer has amended the Albertson's Salaried Employees'
Pension Plan and the Albertson's Employees' Corporate Pension Plan (the "Pension
Plans") to establish a floor-offset arrangement with ASRE II in order to provide
a minimum level of benefits to certain participants who are also covered by the
Pension Plans;
WHEREAS, the Employer desires to further amend the Plan to reflect the
amendments to the Pension Plans and the adoption of ASRE II and the 2000 Plan by
the Employer;
NOW, THEREFORE, the following amendments to the Plan are hereby adopted,
effective October 1, 1999:
1. Definitions for the terms "ASRE II", "ASRE Makeup Plan" and "2000 Plan"
are added to Article I of the Plan to read in their entirety as follows:
"ASRE II" shall mean the Albertson's Savings & Retirement Estates
II, as from time to time amended, established and maintained by the
Employer.
"ASRE Makeup Plan" shall mean the Albertson's, Inc. Executive ASRE
Makeup Plan, as from time to time amended, established and
maintained by the Employer.
. . .
"2000 Plan" shall mean the Albertson's, Inc. 2000
Deferred Compensation Plan, as from time to time
amended, established and maintained by the Employer.
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2. Section 2.01 is amended and restated to read in its entirety as follows:
2.01 Eligibility to Participate. An Employee shall be eligible to
participate in the Plan only if specified, either by name or by class of
employees, by resolution of the Board of Directors of the Employer. Notwith-
standing the foregoing, effective November 20, 1999, only Employees who were
participants in the Corporate Pension Plan or Salaried Pension Plan on such
date, shall be eligible to participate in the Plan. Once an Employee becomes a
Participant, the Employee shall remain a Participant until the earlier of the
Participant's death or the complete distribution of the Participant's Accrued
Benefit.
3. Section 3.01 is amended and restated to read in its entirety as follows:
3.01 Amount of Accrued Benefit. (a) An Officer Participant's Accrued
Benefit shall be a monthly retirement benefit equal to an amount calculated
pursuant to Section 4.01 (as amended from time to time), or any successor
provision thereto, of the Salaried Pension Plan with the following
modifications:
(i) Any restrictions on the amount of such benefit contained in
the Salaried Pension Plan or required by law with respect to
"qualified" defined benefit plans (including, but not limited to,
the limitations of Section 415 of the Internal Revenue Code of
1986, as amended, and any successor thereto) shall not be taken
into account;
(ii) Any limitation on the amount of annual compensation of the
Officer Participant shall not be taken into account;
(iii) Annual compensation shall include (A)compensation otherwise
payable by the Employer to the Officer Participant which the
Officer Participant elects to defer under either of the Deferred
Compensation Plans, or the 1990 Plan or the 2000 Plan for the
year in which the compensation is deferred, but only those
components of deferred compensation which, if not deferred, would
be taken into account in determining benefits under the Salaried
Pension Plan; (B) compensation deferred under certain deferred
compensation arrangements relating to phantom stock, which
arrangements have been superseded by Employer contributions to
Albertson's, Inc. Senior Executive Deferred Compensation Plan;
and (C) Employer contributions to Albertson's, Inc. Senior
Executive Deferred Compensation Plan;
(iv) All years of credited service of the Officer Participant
under the Corporate Pension Plan and all years of credited
service of the Officer Participant under the Salaried Pension
Plan, shall be taken into account; and
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(v) Such Officer Participant's Accrued Benefit shall be reduced
by the sum of (A) the Officer Participant's accrued benefit under
the Salaried Pension Plan, (B) the Officer Participant's accrued
benefit, if any, under the Corporate Pension Plan, and (C) the
actuarial equivalent of the Officer Participant's vested account
balances in the "company contribution on pay accounts" under ASRE
II and ASRE Makeup Plan.
If an Officer Participant becomes a Non-Officer Participant or
otherwise ceases to be in the eligible class of employees under
Section 2.01 without retiring or terminating employment with the
Employer, the Participant's benefit shall continue to accrue and be
calculated pursuant to this Section 3.01(a).
(b) A Non-Officer Participant's Accrued Benefit shall be a
monthly retirement benefit equal to an amount calculated pursuant to
Section 4.01 (as amended from time to time), or any successor
provision thereto, of the Salaried Pension Plan with the following
modifications:
(i) Annual compensation shall include compensation otherwise
payable by the Employer to the Non-Officer Participant which the
Non-Officer Participant elects to defer under the 1990 Plan or
2000 Plan for the year in which the compensation is deferred, but
only those components of deferred compensation which, if not
deferred, would be taken into account in determining benefits
under the Salaried Pension Plan; and
(ii) Such Non-officer Participant's Accrued Benefit shall be
reduced by the sum of (A) the Non-Officer Participant's accrued
benefit under the Salaried Pension Plan and (B) by the actuarial
equivalent of the Non-officer Participant's vested account
balances in the "company contribution on pay accounts" under ASRE
II and ASRE Makeup Plan. If a Non-Officer Participant ceases to
be in the eligible class of employees under Section 2.01 without
retiring or terminating employment with the Employer, the
Participant's benefit shall continue to accrue and be calculated
pursuant to this Section 3.01(b).
IN WITNESS WHEREOF, the Employer has caused this instrument to be executed
by its officer, duly authorized by its Board of Directors, this 1st day of
December, 1999. ALBERTSON'S, INC.
ATTEST: By /s/ Thomas R. Saldin
--------------------------------
/s/ Kaye L. O'Riordan Its Executive Vice President
---------------------- and General Counsel
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