Executive Pension Makeup Plan [Amendment No. 3] - Albertson's Inc.
THIRD 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, and has been amended from
time to time;
WHEREAS, Albertson's, Inc. desires to further amend the Plan;
NOW, THEREFORE, the following amendments to the Plan are hereby adopted,
effective June 1, 2001.
1. Article I of the Plan is amended to add definitions for the terms
"Actuarial Equivalent," "Joint and Survivor Annuity," "Period-Certain and Life
Annuity" and "Single-Life Annuity" to read in their entirety as follows:
"Actuarial Equivalent" means equality in value of the aggregate
amount expected to received under different forms of payment, based on
the Table of Actuarial Adjustments and assumptions set forth in
Exhibit "A".
...
"Joint and Survivor Annuity" means an annuity for the life of the
Participant with a survivor annuity for the life of his Beneficiary
payable following the death of the Participant, which survivor annuity
is equal to a specified percentage of the amount of the annuity
payable during the life of the Participant, and which is the Actuarial
Equivalent of the Participant's Retirement Benefit.
...
"Period-Certain and Life annuity" means the payment of a reduced
monthly benefit to the Participant for his or her life, and if the
Participant dies within a period of 60 or 120 months (whichever is
elected by the Participant) after benefit payments commence, payment
of such reduced benefit will be continued in the same amount to the
Beneficiary designated by the Participant for the balance of the 60 or
120 months, as applicable. Such benefit shall be the Actuarial
Equivalent of the Participant's Retirement Benefit.
...
<PAGE>
"Single-Life Annuity" means an annuity for the life of the
Participant with no survivor benefits which is the Actuarial
Equivalent of the Participant's Retirement Benefit.
...
Unless specifically provided otherwise in the Plan, all capitalized terms
shall have the same meaning as set forth in the Salaried Pension Plan.
2. Section 3.01(a)(iii), (iv) and (v) and Section 3.01(b) are amended
and restated to read in their 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 4.1 (as amended from time to time), or any successor
provision thereto, of the Salaried Pension Plan with the
following modifications:
...
(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, the 1990 Plan, the 2000
Plan or ASRE Makeup 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
(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
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Officer Participant's vested account balance in the Company
Contributions on Pay Accounts under ASRE II and ASRE Makeup
Plan.
...
(b) A Non-Officer Participant's Accrued Benefit shall be a
monthly retirement benefit equal to an amount calculated pursuant
to Section 4.1 (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, 2000 Plan or ASRE Makeup 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 (excluding any accrued benefit transferred from the
Corporate Pension Plan) and (B) by the Actuarial Equivalent
of the Non-officer Participant's vested account balances in
the Company Contribution on Pay Accounts (including the
Actuarial Equivalent of prior distributions from those
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).
3. Section 4.02 of the Plan is amended and restated to read in its
entirety as follows:
4.02 Form of Benefit Payments. Benefit payments shall be paid in
one of the following forms selected by the Participant on his or her
distribution form filed with the Administrator: (i) Single-Life
Annuity; (ii) 50%, 66-2/3% or 100% Joint and Survivor Annuity; (iii)
60 or 120 month Period-Certain and Life Annuity; or (iv) single, lump
sum. If a Participant does not file a distribution form with the
Administrator, benefit payments shall be paid as a 120 month
Period-Certain and Life Annuity. Such benefit payments, under
whichever form selected, shall be the Actuarial Equivalent of the
Participant's Retirement Benefit payable as a Single-Life Annuity.
Notwithstanding the foregoing, if the single, lump sum amount which is
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<PAGE>
the Actuarial Equivalent of the Participant's Retirement Benefit is
$5,000 or less, such amount shall immediately be distributed in a
single, lump sum payment. Prior to the commencement of benefits, the
Participant may change (but not revoke) the form of payment previously
selected; provided, however, such change shall not become effective
until 12 months after a validly executed distribution form is filed
with the Administrator.
Notwithstanding the foregoing, until August 1, 2001, a Participant (but not
Beneficiary) to whom benefit payments have commenced, may select any of the
available forms of benefit payment, provided that, if a new form of payment
is selected, the new form of benefit will not become effective until
August 1, 2002.
4. Article IV is amended to add a new Section 4.03 to read in its
entirety as follows:
4.03 Suspension of Benefits During Certain Periods of Employment.
Benefits payable under the Plan shall be suspended pursuant to the
terms of Section 4.6 of the Salaried Pension Plan, as amended from
time to time, or any successor provision thereto.
5. Section 7.04 of the Plan is amended and restated to read in its
entirety as follows:
7.04 Assignment of Benefits. To the extent permitted by law, no
interest in this Plan shall be subject to assignment, alienation,
transfer or anticipation, either by voluntary or involuntary act of
any Participant or Beneficiary or by operation of law, nor shall
payment or right of interest be subject to the demands or claims of
any creditor of such person, nor be liable in any way for such
person's debts, obligations or liabilities. If a domestic relations
order is determined by the Administrator to create an interest under
this Plan for an alternate payee, no distribution of benefits shall be
made to such alternate payee until the Participant whose benefit is
subject to the domestic relations order would be eligible to receive
benefits under the Plan.
IN WITNESS WHEREOF, the Employer has caused this instrument to be
executed by its officer, duly authorized by its Board of Directors, this 18th
day of July, 2001.
ALBERTSON'S, INC.
By: /s/ Thomas R. Saldin
---------------------------
Name: Thomas R. Saldin
Its: Executive Vice President
and General Counsel
ATTEST:
/S/ Dean J. Snow
-------------------
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EXHIBIT "A"
Table of Actuarial Adjustments
Albertson's, Inc. Executive Pension Makeup Plan
1. For an election made by a Participant at least 12 months prior to the
commencement of benefits, the following factors represent the percentage of the
Participant's Single-Life Annuity payable to the Participant under the
alternative form of benefit indicated:
(a) Joint and Survivor Annuity with the survivor's annuity percentage
as indicated:
<TABLE>
<CAPTION>
======================================================== ================= ================ ===============
<S> <C> <C> <C>
66-2/3% 100%
50% Survivor Survivor Survivor
Age Benefit Benefit Benefit
======================================================== ================= ================ ===============
-------------------------------------------------------- ----------------- ---------------- ---------------
Participant and Spouse less than 5 years apart in age 90.0 86.7 81.3
-------------------------------------------------------- ----------------- ---------------- ---------------
Participant younger than Spouse by
(1) at least 5, but less than 10 years 93.1 91.0 87.1
(2) at least 10, but less than 15 years 95.2 93.7 90.8
(3) 15 years or more 97.3 96.4 94.7
-------------------------------------------------------- ----------------- ---------------- ---------------
Participant older than Spouse by:
(1) at least 5, but less than 10 years 86.9 83.3 76.8
(2) at least 10, but less than 15 years 84.8 80.7 73.6
(3) 15 years or more 82.4 77.7 70.1
======================================================== ================= ================ ===============
</TABLE>
(b) Period Certain and Life Annuity (120 months): 95
(c) Period Certain and Life Annuity (60 months): 98.5
(d) Single, lump sum
(i) For an involuntary single, lump sum cashout pursuant to
Section 4.02, the lump sum factor shall be the "applicable mortality
table" as defined in Section 417(e)(3)(A)(ii) of the Code (currently
the 1983 GAM Mortality Table (50% male/50% female)) at the annual rate
of interest on 30-year U.S. Treasury securities for the month of
December immediately preceding the first day of the Plan Year in which
the lump sum distribution is made.
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(ii) For all other single, lump sums, the lump sum factor shall
be based on the following:
Interest: Moody's Rate where "Moody's Rate" means the "corporate
bond yield average" with respect to "average corporations" for
the month of December which precedes the first day of Plan Year
prior to the Plan Year in which the lump sum distribution is to
be made (i.e., the rate for December 2000 applies to the Plan
Year beginning February 1, 2002), as determined from the Moody's
Bond Record published by Moody's Investor Services, Inc.
Participant mortality: unisex rates based upon 90% of the Male
1971 Group Mortality Table and 10% of the Female 1971 Group
Mortality Table.
Beneficiary and alternate payee mortality: unisex rates based
upon 10% of the Male 1971 Group Mortality Table and 90% of the
Female 1971 Group Mortality Table.
2. For an election change made by a Participant prior to (but within
12 months of) the commencement of benefits, the Participant's benefit on the
effective date of the change in form of benefit shall be converted to an
actuarially equivalent Single-Life Annuity as provided in this paragraph and the
amount under the available alternative forms of benefit shall be determined by
applying paragraph 1 above.
(a) Joint and Survivor Annuity with the survivor's annuity percentage
as indicated:
<TABLE>
<CAPTION>
======================================================== ================ ============== ===============
<S> <C> <C> <C>
66-2/3% 100%
Age 50% Survivor Survivor Survivor
Benefit Benefit Benefit
======================================================== ================ ============== ===============
-------------------------------------------------------- ---------------- -------------- ---------------
Participant and Spouse less than 5 years apart in age 1.0 1.33 1.87
-------------------------------------------------------- ---------------- -------------- ---------------
Participant younger than Spouse by:
(1) at least 5, but less than 10 years .69 .90 1.29
(2) at least 10, but less than 15 years .48 .63 .92
(3) 15 years or more .27 .36 .53
-------------------------------------------------------- ---------------- -------------- ---------------
Participant older than Spouse by:
(1) at least 5, but less than 10 years 1.31 1.67 2.32
(2) at least 10, but less than 15 years 1.52 1.93 2.64
(3) 15 years or more 1.76 2.23 2.99
======================================================== ================ ============== ===============
</TABLE>
WORD491137v3 6
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(b) Period Certain and Life Annuity (120 months): .50
(c) Period Certain and Life Annuity (60 months): .30
(d) The appropriate factor from the tables above for the form of
benefit prior to change shall be multiplied by the lesser of:
(i) The number of years (rounded up for fractional years) that
payments had been made under the form of benefit prior to the change.
(ii) Five (5) for the 60 months Period Certain and Life Annuity
and ten (10) for all other forms.
(e) The result from subparagraph 2(d) shall be added to the
appropriate factor from paragraph 1 above.
(f) The Participant's actuarially equivalent Single-Life Annuity
benefit is equal to the Participant's benefit prior to the change in form
divided by the result from subparagraph 2(e).
3. For an election to change the form of benefit made by a Participant
after the commencement of benefits, the Participant's benefit on the effective
date of the change in form of benefit shall be converted to an actuarially
equivalent Single-Life Annuity by applying paragraph 2 above, with the amount
under the single, lump sum option determined by applying subparagraph 1(d) above
and the amount under all other available alternative forms of benefit, if any,
determined by applying paragraph 7 below.
4. In determining the Actuarial Equivalent of the vested account balance
in a Participant's Company Contribution on Pay Account in ASRE II and ASRE
Makeup Plan, the account balance at termination of employment with the Employer
plus the Actuarial Equivalent of all prior distributions from the account) shall
be projected forward to the Participant's Normal Retirement Date and divided by
the Annuity Conversion Factor based on age at Normal Retirement Date using an 8%
annual interest rate. If the Participant has attained his Normal Retirement
Date, the account balance shall not be projected forward but shall be divided by
the Annuity Conversion Factor based on his attained age at the Annuity Starting
Date. No mortality shall be assumed in determining the Actuarial Equivalent of
any prior distributions from the Participant's Company Contributions on Pay
Account or for periods prior to the benefit commencement date under the Plan.
5. In determining the single, lump amount for a Beneficiary, paragraph 1
above shall apply.
6. For purposes of determining an alternate payee's benefits pursuant to
a qualified domestic relations order under Section 414(p) of the Code, Actuarial
Equivalent shall be determined as follows:
WORD491137v3 7
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(a) For determining the Single-Life Annuity payable to the alternate
payee:
Interest: 8% compounded annually.
Participant mortality: unisex rates based upon 90% of the Male 1983
Group Annuity Mortality Table and 10% of the Female 1983 Group Annuity
Mortality Table.
Alternate payee mortality: unisex rates based upon 10% of the Male
1983 Group Annuity Mortality Table and 90% of the Female 1983 Group
Annuity Mortality Table.
(b) For determining the amounts under all alternative forms of benefit
available to the alternate payee, paragraph 1 above shall apply.
7. For all other purposes under the Plan, Actuarial Equivalent shall be
based on the following assumptions:
Interest: 5% compounded annually.
Participant mortality: unisex rates based upon 90% of the Male 1983
Group Annuity Mortality Table and 10% of the Female 1983 Group Annuity
Mortality Table.
Beneficiary mortality: unisex rates based upon 90% of the Female 1983
Group Annuity Mortality Table and 10% of the Male 1983 Group Annuity
Mortality Table.
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