Executive Deferred Compensation Plan - Safeway Inc.
SAFEWAY EXECUTIVE
DEFERRED COMPENSATION PLAN
WHEREAS, Safeway Inc., a Delaware corporation (the
"Company") desires to establish the Safeway Executive Deferred Compensation Plan
to provide supplemental retirement income benefits for a select group of
management and highly compensated employees through deferrals of salary and
incentive compensation as well as Company contributions, effective as of
November 1, 1999.
NOW, THEREFORE, effective as of November 1, 1999, the Plan
is hereby adopted to read as follows:
ARTICLE I.
TITLE AND DEFINITIONS
1.1 Title.
This Plan shall be known as the Safeway Executive Deferred
Compensation Plan.
1.2 Definitions.
Whenever the following words and phrases are used in this
Plan, with the first letter capitalized, they shall have the meanings specified
below.
(a) "Account" or "Accounts" shall mean a Participant's Deferred
Account, 401(k) Excess Account and/or Company Discretionary Contribution
Account.
(b) "Base Salary" shall mean a Participant's annual base
salary, excluding bonus, incentive and all other remuneration for services
rendered to the Company, prior to reduction for any salary contributions to a
plan established pursuant to Section 125 of the Code or qualified pursuant to
Section 401(k) of the Code.
(c) "Beneficiary" or "Beneficiaries" shall mean the person or
persons, including a trustee, personal representative or other fiduciary, last
designated in writing by a Participant in accordance with the procedures
established by the Committee to receive the benefits specified hereunder in the
event of the Participant's death. However, no designation of a Beneficiary other
than the Participant's spouse shall be valid unless consented in writing by such
spouse. No Beneficiary designation shall become effective until it is filed with
the Committee. Any designation shall be revocable at any time through a written
instrument filed by the Participant with the Committee with or without the
consent of the previous Beneficiary. If there is no Beneficiary designation in
effect, or the designated beneficiary does not survive the Participant, then the
Participant's spouse shall be the Beneficiary. If there is no surviving spouse,
the duly appointed and currently acting personal representative of the
Participant's estate (which shall include either the Participant's probate
estate or living trust) shall be the Beneficiary. In any case where there is no
such personal representative of the Participant's estate duly appointed and
acting in that capacity within 90 days after the Participant's death (or such
extended period as the Committee determines is reasonably necessary to allow
such personal representative to be
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appointed, but not to exceed 180 days after the Participant's death), then
Beneficiary shall mean the person or persons who can verify by affidavit or
court order to the satisfaction of the Committee that they are legally entitled
to receive the benefits specified hereunder. In the event any amount is payable
under the Plan to a minor, payment shall not be made to the minor, but instead
be paid (a) to that person's living parent(s) to act as custodian, (b) if that
person's parents are then divorced, and one parent is the sole custodial parent,
to such custodial parent, or (c) if no parent of that person is then living, to
a custodian selected by the Committee to hold the funds for the minor under the
Uniform Transfers or Gifts to Minors Act in effect in the jurisdiction in which
the minor resides. If no parent is living and the Committee decides not to
select another custodian to hold the funds for the minor, then payment shall be
made to the duly appointed and currently acting guardian of the estate for the
minor or, if no guardian of the estate for the minor is duly appointed and
currently acting within 60 days after the date the amount becomes payable,
payment shall be deposited with the court having jurisdiction over the estate of
the minor. Payment by the Company pursuant to any unrevoked Beneficiary
designation, or to the Participant's estate if no such designation exists, of
all benefits owed hereunder shall terminate any and all liability of the
Company.
(d) "Board of Directors" or "Board" shall mean the Board of
Directors of the Company.
(e) "Bonuses" shall mean the incentive compensation earned
during the Company's fiscal year.
(f) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(g) "Committee" shall mean the Committee appointed by the Board
to administer the Plan in accordance with Article VII.
(h) "Company" shall mean Safeway Inc. and any successor
corporations. Company shall also include each corporation which is a member of a
controlled group of corporations (within the meaning of Section 414(b) of the
Code) of which Safeway Inc. is a component member, if the Board provides that
such corporation shall participate in the Plan and such corporation's governing
board of directors adopts this Plan.
(i) "Company Discretionary Contribution Account" shall mean the
bookkeeping account maintained by Company for each Participant that is credited
with an amount equal to the Company Discretionary Amount, if any, and earnings
and losses pursuant to Section 4.2.
(j) "Company Discretionary Contributions" shall mean, for each
Participant for a Plan Year, an additional discretionary amount allocated to a
Participant under this Plan as determined by the Committee. Such amount may
differ from Participant to Participant both in amount, including no
contribution, and as a percentage of Compensation.
(k) "Compensation" shall mean Base Salary, and Bonuses that the
Participant is entitled to receive for services rendered to the Company.
(l) "Deferred Amount" shall mean the bookkeeping account
maintained by the Committee for each Participant that is credited with amounts
equal to (1) the portion of the
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Participant's Compensation that he or she elects to defer pursuant to Section
3.1, and (2) the Interest Rate pursuant to Section 4.1(b).
(m) "Disability" shall mean a "disability" as defined in the
Company's long-term disability plan, as then in effect.
(n) "Distributable Amount" shall mean the sum of the vested
balance of a Participant's Deferred Account, 401(k) Excess Account and Company
Discretionary Contribution Account.
(o) "Early Distribution" shall mean an election by a
Participant in accordance with Section 6.2 to receive a withdrawal of amounts
from his or her Deferral Account, 401(k) Excess Account and Company
Discretionary Contribution Account prior to the time in which such Participant
would otherwise be entitled to such amounts.
(p) "Effective Date" shall mean November 1, 1999.
(q) "Eligible Employee" shall mean individuals selected by the
Committee from those employees of the Company (i) at the level of "director" or
above and/or who are eligible to participate in the director level bonus plan,
and (ii) whose potential maximum Compensation for a Calendar Year is at least
$100,000, as adjusted by the Committee from time to time. The Committee may, in
its sole discretion, select such other individuals to participate in the Plan
who do not otherwise meet the foregoing criteria.
(r) "401(k) Excess Account" shall mean the bookkeeping account
maintained by the Committee for each Participant that is credited with amounts
equal to (1) the Participant's 401(k) Excess Contributions, and (2) the Interest
Rate pursuant to Section 4.3(b).
(s) "401(k) Excess" shall mean the amount, if any, limited by
or distributable to a Participant from the 401(k) Plan by reason of Code Section
401(k)(8) and the regulations issued thereunder, or which may not be contributed
to the 401(k) Plan by reason of the limitations set forth in Code Section
402(g).
(t) "401(k) Plan" shall mean the defined contribution plan, if
any, maintained by the Company under Code Section 401(k), as in effect from time
to time.
(u) "Fund" or "Funds" shall mean one or more of the investment
funds selected by the Committee pursuant to Section 3.2(b).
(v) "Hardship Distribution" shall mean a severe financial
hardship to the Participant resulting from (i) a sudden and unexpected illness
or accident of the Participant or of his or her Dependent (as defined in Section
152(a) of the Code), (ii) loss of a Participant's property due to casualty, or
(iii) other similar extraordinary and unforeseeable circumstances arising as a
result of events beyond the control of the Participant. The circumstances that
would constitute an unforeseeable emergency will depend upon the facts of each
case, but, in any case, a Hardship Distribution may not be made to the extent
that such hardship is or may be relieved (A) through reimbursement or
compensation by insurance or otherwise, (B) by liquidation of the Participant's
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assets, to the extent the liquidation of such assets would not itself cause
severe financial hardship, or (C) by cessation of deferrals under this Plan.
(w) "Initial Election Period" for an Eligible Employee on the
Effective Date shall mean the period ending October 27, 1999 and for each other
Eligible Employee the 30-day period following the time an individual receives
notice of eligibility to participate in the Plan.
(x) "Interest Rate" shall mean, for each Fund, an amount equal
to the net rate of gain or loss on the assets of such Fund during each month.
(y) "Participant" shall mean any Eligible Employee who becomes
a Participant in accordance with Section 2.1
(z) "Payment Date" shall mean the time as soon as practicable
after (1) the first day of the month following the end of the calendar quarter
in which the Participant's employment terminates for any reason, or (2) the
Scheduled Withdrawal Date.
(aa) "Plan" shall mean the Safeway Executive Deferred
Compensation Plan set forth herein, now in effect, or as amended from time to
time.
(bb) "Plan Year: shall mean the initial period beginning on
November 1, 1999 and ending on December 31, 1999 and thereafter the 12
consecutive month period beginning on each January 1 and ending on each December
31.
(cc) "Retirement" shall mean a Participant's voluntary
retirement from employment with the Company on or after age 55 in accordance
with the Company's retirement policies as then in effect.
(dd) "Scheduled Withdrawal Date" shall be in January in the
year elected by the Participant for an in-service withdrawal of all amounts of
Compensation or 401(k) Excess deferred or Company Discretionary Contributions in
a given Plan Year, and earnings and losses attributable thereto, as set forth on
the election forms for such Plan Year; provided that the Scheduled Withdrawal
Date for Company Discretionary Contributions shall not be sooner than two (2)
years following the date the Participant becomes fully vested in any such
contributions.
(ee) "Termination of Employment" shall mean the Participant
ceasing to be an employee of the Company for reasons other than death,
Disability or Retirement.
(ff) "Trust" shall mean the Safeway Executive Deferred
Compensation Plan Trust.
ARTICLE II.
PARTICIPATION
An Eligible Employee shall become a Participant in the Plan
by (1) electing to defer a portion of his or her Compensation in accordance with
Section 3.1, and (2) filing such other forms as the Committee may reasonably
require for participation hereunder. An Eligible
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Employee who completes the requirements of the preceding sentence shall commence
participation in this Plan as of the first day of the month in which
Compensation is deferred.
ARTICLE III.
DEFERRAL ELECTIONS
3.1 Elections to Defer Compensation.
(a) Initial Election Period. Subject to the provisions of
Article II, each Eligible Employee may defer Base Salary, Bonuses and/or 401(k)
Excess by filing with the Committee an election that conforms to the
requirements of this Section 3.1, on a form provided by the Committee, no later
than the last day of his or her Initial Election Period.
(b) General Rule. The amount of Compensation which a
Participant may elect to defer is such Compensation earned on or after the time
at which the Participant elects to defer in accordance with Section 3.1(a) and
shall be a flat dollar amount or a percentage of Base Salary and/or Bonus which
shall not exceed 100% of the Participant's Base Salary and/or 100% of his Bonus,
provided that the total amount deferred by a Participant shall be limited in any
calendar year, if necessary, to satisfy the Employee's income and employment tax
withholding obligations (including Social Security, unemployment and Medicare),
and the Employee's employee benefit plan contribution requirements, as
determined in the sole and absolute discretion of the Committee. The minimum
contribution which may be made in any Plan Year by a Participant shall not be
less than $5,000 ($2,500 in the initial Plan Year), provided such minimum
contribution can be satisfied from either deferrals of Base Salary, Bonus and/or
401(k) Excess.
(c) Duration of Compensation Deferral Election. An Eligible
Employee's initial election to defer Compensation or 401(k) Excess must be filed
before the Initial Election Period and is to be effective for the next pay
period. A Participant may modify or suspend his election to defer Compensation
or 401(k) Excess effective as of each March 1, June 1 and October 1 of a Plan
Year by filing such an election at least 30 days prior to the effective date of
such modification or suspension. A Participant must file a new election for each
subsequent Plan Year on or before December 1, which election shall be effective
on the first day of the next following Plan Year. In the event a Participant
fails to timely file an election, he should be deemed to have elected not to
have deferred any Compensation or 401(k) Excess for any relevant period.
(d) Elections other than Elections during the Initial Election
Period. Subject to the limitations of Section 3.1(b) above, any Eligible
Employee who fails to elect to defer Compensation and/or 401(k) Excess during
his or her Initial Election Period may subsequently become a Participant, and
any Eligible Employee who has terminated a prior deferral election may elect to
again defer Compensation and/or 401(k) Excess, by filing an election, on a form
provided by the Committee, to defer Compensation as described in Sections 3.1(b)
and 3.1(c) above. An election to defer Compensation and/or 401(k) Excess must be
filed at least 30 days prior to the effective date of such election and will be
effective for Compensation and/or 401(k) Excess earned during periods beginning
after the effective date of such election.
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3.2 Investment Elections.
(a) At the time of making the deferral elections described in
Section 3.1, the Participant shall designate, on a form provided by the
Committee, the types of investment funds the Participant's Account will be
invested in for purposes of determining the amount of earnings to be credited to
that Account. In making the designation pursuant to this Section 3.2, the
Participant may specify that all or any multiple of his Deferral Account shall
be deemed to be invested in one or more of the types of investment funds
provided under the Plan. Effective as of the first day of the next calendar
month a Participant may change the designation made under this Section 3.2 by
filing an election, on a form provided by the Committee, at least five calendar
days prior to the end of the month prior to the month in which such change will
be effective. If a Participant fails to elect a type of fund under this Section
3.2, he or she shall be deemed to have elected the Money Market type of
investment fund.
(b) Although the Participant may designate the type of
investment funds in Section 3.2(a) above, the Committee shall not be bound by
such designation. The Committee shall select from time to time, in its sole
discretion, such investment funds to be the Funds available under the Plan. The
Interest Rate of each such investment fund shall be used to determine the amount
of earnings or losses to be credited to Participant's Account under Article IV.
ARTICLE IV.
ACCOUNTS AND TRUST FUNDING
4.1 Deferral Accounts.
The Committee shall establish and maintain a Deferral
Account for each Participant under the Plan. Each Participant's Deferral Account
shall be further divided into separate subaccounts ("investment fund
subaccounts"), each of which corresponds to a investment fund elected by the
Participant pursuant to Section 3.2(a). A Participant's Deferral Account shall
be credited as follows:
(a) Within five business days after each payroll date, the
Committee shall credit the investment fund subaccounts of the Participant's
Deferral Account with an amount equal to Compensation deferred by the
Participant during each pay period in accordance with the Participant's election
under Section 3.2(a); that is, the portion of the Participant's deferred
Compensation that the Participant has elected to be deemed to be invested in a
certain type of investment fund shall be credited to the investment fund
subaccount corresponding to that investment fund;
(b) As of the last day of each month, each investment fund
subaccount of a Participant's Deferral Account shall be credited with earnings
or losses in an amount equal to that determined by multiplying the balance
credited to such investment fund subaccount as of the last day of the preceding
month plus contributions during the current month commencing on the date such
contributions are credited to the investment fund subaccount by the Interest
Rate for the corresponding fund selected by the Company pursuant to Section
3.2(b).
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(c) In the event that a Participant elects for a given Plan
Year's deferral of Compensation to have a Scheduled Withdrawal Date, all amounts
attributed to the deferral of Compensation for such Plan Year shall be accounted
for in a manner which allows separate accounting for the deferral of
Compensation and investment gains and losses associated with such Plan Year's
deferral of Compensation.
4.2 Company Discretionary Contribution Account.
The Committee shall establish and maintain a Company
Discretionary Contribution Account for each Participant under the Plan, which
shall be credited the amount of Company Discretionary Contributions, if any,
contributed to the Plan on behalf of such Participant. Each Participant's
Company Discretionary Contribution Account shall be further divided into
separate investment fund subaccounts corresponding to the investment fund
elected by the Participant pursuant to Section 3.2(a). A Participant's Company
Discretionary Contribution Account shall be credited as follows:
(a) The Committee shall credit the investment fund subaccounts
of the Participant's Company Discretionary Contribution Account with an amount
equal to the Company Discretionary Contribution Amount, if any, applicable to
that Participant, that is, the proportion of the Company Discretionary
Contribution Amount, if any, which the Participant elected to be deemed to be
invested in a certain type of investment fund shall be credited to the
corresponding investment fund subaccount; and
(b) As of the last day of each month, each investment fund
subaccount of a Participant's Company Discretionary Contribution Account shall
be credited with earnings or losses in an amount equal to that determined by
multiplying the balance credited to such investment fund subaccount as of the
last day of the preceding month plus contributions during the current month
commencing on the date such contributions are credited to the investment fund
subaccount by the Interest Rate for the corresponding Fund selected by the
Company pursuant to Section 3.2(b).
4.3 401(k) Excess Account.
The Committee shall establish and maintain a 401(k) Excess
Account for each Participant under the Plan, which shall be credited the amount
of 401(k) Excess, if any, contributed to the Plan on behalf of such Participant.
Each Participant's 401(k) Excess Account shall be further divided into separate
investment fund subaccounts corresponding to the investment fund elected by the
Participant pursuant to Section 3.2(a). A Participant's 401(k) Excess Account
shall be credited as follows:
(a) The Committee shall credit the investment fund subaccounts
of the Participant's 401(k) Excess Account with an amount equal to the 401(k)
Excess, if any, applicable to that Participant, that is, the proportion of the
401(k) Excess, if any, which the Participant elected to be deemed to be invested
in a certain type of investment fund shall be credited to the corresponding
investment fund subaccount; and
(b) As of the last day of each month, each investment fund
subaccount of a Participant's 401(k) Excess Account shall be credited with
earnings or losses in an amount equal
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to that determined by multiplying the balance credited to such investment fund
subaccount as of the last day of the preceding month plus contributions during
the current month commencing on the date such contributions are credited to the
investment fund subaccount by the Interest Rate for the corresponding Fund
selected by the Company pursuant to Section 3.2(b).
4.4 Trust Funding.
The Company has created the Trust to hold contributions
made to this Plan. The Company shall contribute to the Trust an amount equal to
the amount deferred by each Participant for the Plan Year.
Although the principal of the Trust and any earnings
thereon shall be held separate and apart from other funds of Company and shall
be used exclusively for the uses and purposes of Plan Participants and
beneficiaries as set forth therein, neither the Participant nor their
beneficiaries shall have any preferred claim on, or any beneficial ownership in,
any assets of the Trust prior to the time such assets are paid to the
Participants or beneficiaries as benefits and all rights created under this Plan
shall be unsecured contractual rights of Plan Participants and beneficiaries
against the Company. Any assets held in the Trust will be subject to the claims
of Company's general creditors under federal and state law in the event of
insolvency as defined in Section 3 of the Trust.
Except as provided in Section 4.5, the assets of the Plan
and Trust shall never inure to the benefit of the Company and the same shall be
held for the exclusive purpose of providing benefits to Participants and their
beneficiaries, other than reasonable expenses of administering the Plan and
Trust.
4.5 Forfeitures.
The Company may use (i) forfeitures of any non-vested
Company Discretionary Contributions, (ii) amounts forfeited under Section 6.2(d)
upon Early Distribution, and (iii) amounts forfeited under Section 6.4, to pay
expenses and costs associated with the administration of the Plan and Trust
and/or to restore Participants' Accounts under Section 6.4.
ARTICLE V.
VESTING
A Participant's Deferral Account and 401(k) Excess Account
shall be 100% vested at all times. A Participant's Company Discretionary
Contribution Account, if any, shall be subject to such vesting schedule as the
Committee may establish at the time the Company Discretionary Contributions are
made to the Plan.
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ARTICLE VI.
DISTRIBUTIONS
6.1 Distribution of Accounts.
(a) Distribution upon Termination of Employment. Upon
Termination of Employment or the death of the Participant while in the employ of
the Company, the Distributable Amount shall be paid to the Participant (and
after his or her death to his or her Beneficiary) in a lump sum on the
Participant's Payment Date.
(b) Distribution upon Disability or Retirement. Upon the
Disability or Retirement of the Participant from employment with the Company,
the Distributable Amount shall be paid to the Participant in substantially equal
quarterly installments over ten (10) years beginning on the Participant's
Payment Date. An optional form of payment upon Disability or Retirement may be
elected by the Participant on the form provided by Company at the time of his
deferral election from among the following:
(1) Substantially equal quarterly installments
over five (5) years beginning on the Participant's Payment Date,
(2) Substantially equal quarterly installments
over fifteen (15) years beginning on the Participant's Payment Date, or
(3) A lump sum.
Notwithstanding, any provision to the contrary,
in the event a Participant's Distributable Amount is equal to or less than
$50,000, such Distributable Amount shall be distributed to the Participant or
his Beneficiary in a lump sum . A Participant may change his election with
respect to the frequency of payment, provided such change in the frequency of
payment occurs at least one year prior to the Participant's Termination of
Employment because of Retirement.
The Participant's Accounts shall continue to be
credited with earnings pursuant to Section 4.1 of the Plan until all amounts
credited to his or her Accounts under the Plan have been distributed.
(c) Distribution With Scheduled Withdrawal Date. In the case of
a Participant who has elected a Scheduled Withdrawal Date for a distribution
while still in the employ of the Company, such Participant shall receive his or
her Distributable Amount, but only with respect to those deferrals of
Compensation, 401(k) Excess and vested Company Discretionary Contributions and
earnings on such amounts as shall have been elected by the Participant to be
subject to the Scheduled Withdrawal Date in accordance with Section 1.2(y) of
the Plan. A Participant's Scheduled Withdrawal Date with respect to amounts of
Compensation and/or 401(k) Excess deferred in a given Plan Year be at least two
(2) years from the last day of the Plan Year for which such deferrals are made.
A Participant's Scheduled Withdrawal Date with respect to Company Discretionary
Contributions must be at least two (2) years after the Participant becomes fully
vested in such Company Discretionary Contributions.
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Amounts to be distributed on a Scheduled
Withdrawal Date shall be paid in a lump sum, unless the Participant elects an
optional form of payment. A Participant may elect an optional form of payment
only if the amount to be distributed on the Scheduled Withdrawal Date exceeds
$50,000. The Participant may elect the optional form of payment on the form
provided by the Company at the time of his deferral election with respect to his
deferrals of Compensation and/or 401(k) Excess and at the time he becomes fully
vested in his Company Discretionary Contributions, if any. The optional forms of
payments that the Participant may elect are payments in substantially equal
quarterly installments over a period of two (2) years, three (3) years, four (4)
years or five (5) years beginning on the Participant's Payment Date.
A Participant may extend the Scheduled Withdrawal
Date for the deferral of Compensation and Company Discretionary Contributions
for any Plan Year, provided such extension occurs at least one year before the
Scheduled Withdrawal Date and is for a period of not less than two (2) years
from the Scheduled Withdrawal Date. The Participant shall have the right to
modify any Scheduled Withdrawal Date only once, without the consent of the
Committee. A Participant who has modified a Scheduled Withdrawal Date, may again
once further modify the Scheduled Withdrawal Date, but only with the consent of
the Committee.
In the event a Participant's Termination of
Employment prior to a Scheduled Withdrawal Date, the Participant's entire
Distributable Amount will be paid as soon as practicable after the Termination
of Employment in a lump sum. In the event of Participant's Disability or
Retirement prior to a Scheduled Withdrawal Date, the Participant's entire
Distributable Amount will be paid in accordance with Section 6.1(b).
(d) In the event a Participant dies after he has begun
receiving distributions under Section 6.1(b) with a remaining balance in his or
her Account, the balance shall be paid in a lump sum.
6.2 Early Distributions.
A Participant shall be permitted to elect an Early
Distribution from his or her Deferral Account, 401(k) Excess Account and vested
Company Discretionary Contribution Account prior to the Payment Date, subject to
the following restrictions:
(a) The election to take an Early Distribution shall be made by
filing a form provided by and filed with the Committee prior to the end of any
calendar month.
(b) The amount of the Early Distribution shall in all cases be
an amount not less than $10,000.
(c) The amount described in subsection (b) above shall be paid
in a single cash lump sum as soon as practicable after the end of the calendar
month in which the Early Distribution election is made.
(d) If a Participant requests an Early Distribution, 10% of the
gross amount to be distributed shall be permanently forfeited and the Company
shall have no obligation to the Participant or his Beneficiary with respect to
such forfeited amount.
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(e) If a Participant receives an Early Distribution the
Participant will be ineligible to contribute deferrals to the Plan for the
remainder of the Plan Year and for the next following Plan Year.
6.3 Hardship Distribution.
A Participant shall be permitted to elect a Hardship
Distribution in accordance with Section 1.2(r) of the Plan prior to the Payment
Date, subject to the following restrictions:
(a) The election to take a Hardship Distribution shall be made
by filing form provided by and filed with Committee prior to the end of any
calendar month.
(b) The Committee shall have made a determination that the
requested distribution constitutes a Hardship Distribution in accordance with
Section 1.2(r) of the Plan.
(c) The amount determined by the Committee as a Hardship
Distribution shall be paid in a single cash lump sum as soon as practicable
after the end of the calendar month in which the Hardship Distribution election
is made and approved by the Committee.
(d) If a Participant receives a Hardship Distribution, the
Participant will be ineligible to contribute deferrals to the Plan, for the
balance of the Plan Year and the following Plan Year.
6.4 Inability to Locate Participant.
In the event that the Committee is unable to locate a
Participant or Beneficiary within two years following the required Payment Date,
the amount allocated to the Participant's Account shall be forfeited. If, after
such forfeiture, the Participant or Beneficiary later claims such benefit, such
benefit shall be reinstated without interest or earnings, subject to applicable
escheat laws.
ARTICLE VII.
ADMINISTRATION
7.1 Committee.
A Committee shall be appointed by, and serve at the
pleasure of, the Board of Directors. The number of members comprising the
Committee shall be determined by the Board which may from time to time vary the
number of members. A member of the Committee may resign by delivering a written
notice of resignation to the Board. The Board may remove any member by
delivering a certified copy of its resolution of removal to such member.
Vacancies in the membership of the Committee shall be filled promptly by the
Board.
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7.2 Committee Action.
The Committee shall act at meetings by affirmative vote of
a majority of the members of the Committee. Any action permitted to be taken at
a meeting may be taken without a meeting if, prior to such action, a written
consent to the action is signed by all members of the Committee and such written
consent is filed with the minutes of the proceedings of the Committee. A member
of the Committee shall not vote or act upon any matter which relates solely to
himself or herself as a Participant. The Chairman or any other member or members
of the Committee designated by the Chairman may execute any certificate or other
written direction of behalf of the Committee.
7.3 Powers and Duties of the Committee.
(a) The Committee, on behalf of the Participants and their
Beneficiaries, shall enforce the Plan in accordance with its terms, shall be
charged with the general administration of the Plan, and shall have all powers
necessary to accomplish its purposes as set forth herein, including, but not by
way of limitation, the following:
(1) To select the funds in accordance with
Section 3.2(b) hereof;
(2) To construe and interpret the terms and
provisions of the Plan and to remedy any inconsistencies or ambiguities
hereunder;
(3) To select employees eligible to participate
in the Plan;
(4) To compute and certify to the amount and kind
of benefits payable to Participants and their Beneficiaries;
(5) To maintain all records that may be necessary
for the administration of the Plan;
(6) To provide for the disclosure of all
information and the filing or provision of all reports and statements to
Participants, Beneficiaries or governmental agencies as shall be required by
law;
(7) To make and publish such rules for the
regulation of the Plan and procedures for the administration of the Plan as are
not inconsistent with the terms hereof;
(8) To appoint a plan administrator or any other
agent, and to delegate to them such powers and duties in connection with the
administration of the Plan as the Committee may from time to time prescribe; and
(9) To take all actions necessary for the
administration of the Plan.
12
<PAGE> 13
7.4 Construction and Interpretation.
The Committee shall have full discretion to construe and
interpret the terms and provisions of this Plan, which interpretations or
construction shall be final and binding on all parties, including but not
limited to the Company and any Participant or Beneficiary. The Committee shall
administer such terms and provisions in a uniform and nondiscriminatory manner
and in full accordance with any and all laws applicable to the Plan.
7.5 Information.
To enable the Committee to perform its functions, the
Company shall supply full and timely information to the Committee on all matters
relating to the Compensation of all Participants, their death or other events
which cause termination of their participation in this Plan, and such other
pertinent facts as the Committee may require.
7.6 Compensation, Expenses and Indemnity.
(a) The members of the Committee shall serve without
compensation for their services hereunder.
(b) The Committee is authorized at the expense of the Company
to employ such legal counsel and other advisors as it may deem advisable to
assist in the performance of its duties hereunder. Expenses and fees in
connection with the administration of the Plan shall be paid by the Company.
(c) To the extent permitted by applicable state law, the
Company shall indemnify and save harmless the Committee and each member thereof,
the Board of Directors and any delegate of the Committee who is an employee of
the Company against any and all expenses, liabilities and claims, including
legal fees to defend against such liabilities and claims arising out of their
discharge in good faith of responsibilities under or incident to the Plan, other
than expenses and liabilities arising out of willful misconduct. This indemnity
shall not preclude such further indemnities as may be available under insurance
purchased by the Company or provided by the Company under any bylaw, agreement
or otherwise, as such indemnities are permitted under state law.
7.7 Quarterly Statements.
Under procedures established by the Committee, a
Participant shall receive a statement with respect to such Participant's
Accounts on a quarterly basis as of each March 31, June 30, September 30 and
December 31.
7.8 Disputes.
(a) Claim.
A person who believes that he or she is being
denied a benefit to which he or she is entitled under this Agreement
(hereinafter referred to as "Claimant") may file a written
13
<PAGE> 14
request for such benefit with the Company, setting forth his or her claim. The
request must be addressed to the President of the Company at its then principal
place of business.
(b) Claim Decision.
Upon receipt of a claim, the Company shall advise the
Claimant that a reply will be forthcoming within ninety (90) days and shall, in
fact, deliver such reply within such period. The Company may, however, extend
the reply period for an additional ninety (90) days for special circumstances.
If the claim is denied in whole or in part, the Company
shall inform the Claimant in writing, using language calculated to be understood
by the Claimant, setting forth: (i) the specified reason or reasons for such
denial; (ii) the specific reference to pertinent provisions of this Agreement on
which such denial is based; (iii) a description of any additional material or
information necessary for the Claimant to perfect his or her claim and an
explanation of why such material or such information is necessary; (iv)
appropriate information as to the steps to be taken if the Claimant wishes to
submit the claim for review; and (v) the time limits for requesting a review
under subsection (c).
(c) Request For Review.
With sixty (60) days after the receipt by the Claimant of
the written opinion described above, the Claimant may request in writing that
the Committee review the determination of the Company. Such request must be
addressed to the Secretary of the Company, as its then principal place of
business. The Claimant or his or her duly authorized representative may, but
need not, review the pertinent documents and submit issues and comments in
writing for consideration by the Committee. If the Claimant does not request a
review within such sixty (60) day period, he or she shall be barred and estoppel
from challenging the Company's determination.
(d) Review of Decision.
Within sixty (60) days after the Committee's receipt of a
request for review, after considering all materials presented by the Claimant,
the Committee will inform the Participant in writing, in a manner calculated to
be understood by the Claimant, the decision setting forth the specific reasons
for the decision contained specific references to the pertinent provisions of
this Agreement on which the decision is based. If special circumstances require
that the sixty (60) day time period be extended, the Committee will so notify
the Claimant and will render the decision as soon as possible, but no later than
one hundred twenty (120) days after receipt of the request for review.
14
<PAGE> 15
ARTICLE VIII.
MISCELLANEOUS
8.1 Unsecured General Creditor.
Participants and their Beneficiaries, heirs, successors,
and assigns shall have no legal or equitable rights, claims, or interest in any
specific property or assets of the Company. No assets of the Company shall be
held in any way as collateral security for the fulfilling of the obligations of
the Company under this Plan. Any and all of the Company's assets shall be, and
remain, the general unpledged, unrestricted assets of the Company. The Company's
obligation under the Plan shall be merely that of an unfunded and unsecured
promise of the Company to pay money in the future, and the rights of the
Participants and Beneficiaries shall be no greater than those of unsecured
general creditors. It is the intention of the Company that this Plan be unfunded
for purposes of the Code and for purposes of Title I of ERISA.
8.2 Restriction Against Assignment.
The Company shall pay all amounts payable hereunder only to
the person or persons designated by the Plan and not to any other person or
corporation.
(a) No right, title or interest in the Plan or in any account
may be sold, pledged, assigned or transferred in any manner other than by will
or the laws of descent and distribution. No right, title or interest in the Plan
or in any Account shall be liable for the debts, contracts or engagements of the
Participant or his successors in interest or shall be subject to disposition by
transfer, alienation, anticipation, pledge, encumbrance, assignment or any other
means whether such disposition be voluntary or involuntary or by operation of
law by judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect, except to the extent that such disposition is
permitted by the preceding sentence.
(b) Notwithstanding the provisions of a subsection, a
Participant's interest in his Account may be transferred by the Participant
pursuant to a domestic relations order that constitutes a "qualified domestic
relations order" as defined by the Code or Title 1 of ERISA.
8.3 Withholding.
There shall be deducted from each payment made under the
Plan or any other Compensation payable to the Participant (or Beneficiary) all
taxes which are required to be withheld by the Company in respect to such
payment or this Plan. The Company shall have the right to reduce any payment (or
compensation) by the amount of such of cash sufficient to provide the amount of
said taxes.
15
<PAGE> 16
8.4 Amendment, Modification, Suspension or Termination.
The Committee may amend, modify, suspend or terminate the
Plan in whole or in part, except that no amendment, modification, suspension or
termination shall have any retroactive effect to reduce any amounts allocated to
a Participant's Accounts. In the event that this Plan is terminated, the amounts
allocated to a Participant's Accounts shall be distributed to the Participant
or, in the event of his or her death, his or her Beneficiary in a lump sum
within thirty (30) days following the date of termination.
8.5 Governing Law.
This Plan shall be construed, governed and administered in
accordance with the laws of the State of California.
8.6 Receipt of Release.
Any payment to a Participant or the Participant's
Beneficiary in accordance with the provisions of the Plan shall, to the extent
thereof, be in full satisfaction of all claims against the Committee and the
Company. The Committee may require such Participant or Beneficiary, as a
condition precedent to such payment, to execute a receipt and release to such
effect.
8.7 Payments on Behalf of Persons Under Incapacity.
In the event that any amount becomes payable under the Plan
to a person who, in the sole judgment of the Committee, is considered by reason
of physical or mental condition to be unable to give a valid receipt therefore,
the Committee may direct that such payment be made to any person found by the
Committee, in its sole judgment, to have assumed the care of such person. Any
payment made pursuant to such termination shall constitute a full release and
discharge of the Committee and the Company.
8.8 Limitation of Rights and Employment Relationship
Neither the establishment of the Plan and Trust nor any
modification thereof, nor the creating of any fund or account, nor the payment
of any benefits shall be construed as giving to any Participant or other person
any legal or equitable right against the Company or the trustee of the Trust
except as provided in the Plan and Trust, and in no event shall the terms of
employment of any Employee or Participant be modified or in any be effected by
the provisions of the Plan and Trust.
16
<PAGE> 17
8.9 Exempt ERISA Plan
The Plan is intended to be an unfunded plan maintained
primarily to provide deferred compensation benefits for a select group of
management or highly compensated employees within the meaning of Sections 201,
301 and 401 of ERISA and therefore to be exempt from Parts 2, 3 and 4 of Title I
of ERISA.
8.10 Notice
Any notice or filing required or permitted to be given to
the Committee under the Plan shall be sufficient if in writing and hand
delivered, or sent by registered or certified mail, to the principal office of
the Company, directed to the attention of the General Counsel and Secretary of
the Company. Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the receipt
for registration or certification.
8.11 Errors and Misstatements
In the event of any misstatement or omission of fact by a
Participant to the Committee or any clerical error resulting in payment of
benefits in an incorrect amount, the Committee shall promptly cause the amount
of future payments to be corrected upon discovery of the facts and shall pay or,
if applicable, cause the Trustee to pay, the Participant or any other person
entitled to payment under the Plan any underpayment in a lump sum or to recoup
any overpayment from future payments to the participant or any other person
entitled to payment under the Plan in such amounts as the Committee shall direct
or to proceed against the Participant or any other person entitled to payment
under the Plan for recovery of any such overpayment.
8.12 Pronouns and Plurality
The masculine pronoun shall include the feminine pronoun,
and the singular the plural where the context so indicates.
8.13 Severability
In the event that any provision of the Plan shall be
declared unenforceable or invalid for any reason, such unenforceability or
invalidity shall not affect the remaining provisions of the Plan but shall be
fully severable, and the Plan shall be construed and enforced as if such
unenforceable or invalid provision had never been included herein.
8.14 Status
The establishment and maintenance of, or allocations and
credits to, the Account of any Participant shall not vest in any Participant any
right, title or interest in and to any Plan assets or benefits except at the
time or times and upon the terms and conditions and to the extent expressly set
forth in the Plan and in accordance with the terms of the Trust.
17
<PAGE> 18
8.15 Headings.
Headings and subheadings in this Plan are inserted for
convenience of reference only and are not to be considered in the construction
of the provisions hereof.
IN WITNESS WHEREOF, the Company has caused this document
to be executed by its duly authorized officer on this 1st day of November, 1999.
By: /s/ DICK W. GONZALES
Its: Senior Vice President
<PAGE> 19
TABLE OF CONTENTS
<TABLE>
<CAPTION>
AGE
---
<S> <C> C>
ARTICLE I. TITle and definitions.....................................1
1.1 Title.....................................................1
1.2 Definitions...............................................1
ARTICLE II. PARTICIPATION.............................................4
ARTICLE III. DEFERRAL ELECTIONS........................................5
3.1 Elections to Defer Compensation...........................5
3.2 Investment Elections......................................6
ARTICLE IV. ACCOUNTS AND TRUST FUNDING................................6
4.1 Deferral Accounts.........................................6
4.2 Company Discretionary Contribution Account................7
4.3 401(k) Excess Account.....................................7
4.4 Trust Funding.............................................8
4.5 Forfeitures...............................................8
ARTICLE V. VESTING...................................................8
ARTICLE VI. DISTRIBUTIONS.............................................9
6.1 Distribution of Accounts..................................9
6.2 Early Distributions......................................10
6.3 Hardship Distribution....................................11
6.4 Inability to Locate Participant..........................11
ARTICLE VII. ADMINISTRATION...........................................11
7.1 Committee................................................11
7.2 Committee Action.........................................12
7.3 Powers and Duties of the Committee.......................12
7.4 Construction and Interpretation..........................13
7.5 Information..............................................13
7.6 Compensation, Expenses and Indemnity.....................13
7.7 Quarterly Statements.....................................13
7.8 Disputes.................................................13
ARTICLE VIII. 15
</TABLE>
i
18
<PAGE> 20
<TABLE>
<S> <C> <C>
8.1 Unsecured General Creditor...............................15
8.2 Restriction Against Assignment...........................15
8.3 Withholding..............................................15
8.4 Amendment, Modification, Suspension or Termination.......16
8.5 Governing Law............................................16
8.6 Receipt of Release.......................................16
8.7 Payments on Behalf of Persons Under Incapacity...........16
8.8 Limitation of Rights and Employment Relationship.........16
8.9 Exempt ERISA Plan........................................17
8.10 Notice...................................................17
8.11 Errors and Misstatements.................................17
8.12 Pronouns and Plurality...................................17
8.13 Severability.............................................17
8.14 Status.................................................. 17
8.15 Headings.................................................18
</TABLE>
ii
<PAGE> 21
SAFEWAY EXECUTIVE
DEFERRED COMPENSATION PLAN
<PAGE> 22
INITIAL PARTICIPANT INFORMATION FORM
[SAFEWAY LOGO]
EXECUTIVE DEFERRED COMPENSATION PLAN
================================================================================
Participant Information:
(Please type or print legibly)
_________________________________ __________/________/_________________
Last Name, First Name Social Security Number
_________________________________ _____________________________________
Former Name, If applicable Email Address
_________________________________ _____________________________________
Mailing Address*
_____________________________________________________________________________
City State Zip
(___)_____________________ _____/____/_____ ___________________________
Home Phone Date of Birth Mother's Maiden Name
(___)_____________________ _____/____/_____ ___________________________
Work Phone Date of Hire Employee Number
(see "EMP, ID" on pay stub)
__________________________ ________________ ___________________________
Job Title Division Work Location
_________________________________ _____________________________________
Signature Date
* Note: any discrepancies with address on file will be reported to the
Company's Human Resources Department
PLEASE SEND COMPLETED FORM TO TBG FINANCIAL DOCUMENT CENTER,
2029 CENTURY PARK EAST, 37TH FLOOR, LOS ANGELES, CA 90067
NO FAXED FORMS ACCEPTED. QUESTIONS:
CALL (800) 824-0040 M - F BETWEEN 7:00 A.M. AND 7:00 P.M. PST
<PAGE> 23
DEFERRAL ELECTION FORM
[SAFEWAY LOGO] FOR THE PLAN YEAR JANUARY 1 - DECEMBER 31, 2000
EXECUTIVE DEFERRED COMPENSATION PLAN
================================================================================
1. Subject to the minimum deferral requirement $5,000 for each Plan Year (to
be satisfied from Base Salary and/or Bonus). I elect the following:
A) SALARY DEFERRAL
I elect to defer the following portion (up to 100%) of my Base Salary
commencing with Base Salary earned during the first pay period
beginning on or after January 1, 2000, and continuing in effect through
December 31, 2000 (select dollar amount or percentage):
_______% (whole percentages only) OR
$_______ per annum
B) BONUS DEFERRAL
I elect to defer the following portion (up to 100%) of my Bonus earned
in the Plan Year ending December 31, 2000 paid in the year 2001 (select
one option):
_______% (whole percentages only) OR
_______% (whole percentages only) up to a maximum of $_____ OR
$_______, if my bonus is less than this amount, 100% of my Bonus
I understand that to defer the Salary and/or Bonus payable to me in
subsequent Plan Years, I must make a separate election during the
enrollment period prior to the Plan Year in which the compensation is
earned. Deferrals are irrevocable for the Plan Year.
C) 401(k) EXTENSION
When I reach the maximum 401(k) limits, I want my contributions to now
be deferred into Executive Deferred Compensation Plan at (select
percentage):
_______% (whole percentages only)
D) 401(k) REFUND
If it is determined that I must be refunded a portion of my Plan year
2000 401(k) deferrals (refunded in 2001) and I qualify for the minimum,
I elect to defer the refund:
[ ] Yes [ ] No
2. DEFERRED COMPENSATION AGREEMENT
I acknowledge that I understand the terms of the Plan. I hereby agree to
defer the above specified amounts of my taxable compensation and to have
that taxable compensation paid to me at a later date pursuant to the terms
and conditions of the Plan which is incorporated herein by reference.
A. I understand that no deferral election shall be effective if it will
reduce my non-deferred compensation below the amount necessary to pay
applicable FICA/Medicare and other employment taxes, employee benefit
plan withholding, and income tax withholding.
B. I understanding that I must submit a life insurance consent form with
my initial Deferral Election Form. My failure to file this form may
void the execution of this Deferral Election Form.
C. I understand that the establishment of this Plan does not create a
legal or equitable right or claim against the Company, except as
expressly provided in the Plan, and in no event shall the terms of my
employment be modified or in any way affected by the Plan. I further
understand that the Plan is not an employment agreement and is not a
guarantee of future compensation of employment.
D. I understand that any Base Salary, Bonuses and/or 401(k) Contributions
that I defer will remain an asset of the Company and subject to the
claims of the general creditors of the Company, in the event of its
bankruptcy or insolvency.
[ ] I do not wish to participate in the Executive Deferred Compensation Plan
for this Plan Year.
___________________________________ ________________________________
Participant's Last Name, First Name Participant's Signature
(please print or type)
___________________________________ ________________________________
Social Security Number Date
THIS FORM MUST BE RECEIVED BY OCTOBER 27, 1999
PLEASE SEND COMPLETED FORM TO TBG FINANCIAL DOCUMENT CENTER,
2029 CENTURY PARK EAST, 37TH FLOOR, LOS ANGELES, CA 90067
NO FAXED FORMS ACCEPTED. QUESTIONS:
CALL (800) 824-0040 M - F BETWEEN 7:00 A.M. AND 7:00 P.M. PST
<PAGE> 24
INVESTMENT ELECTION FORM
[SAFEWAY LOGO]
EXECUTIVE DEFERRED COMPENSATION PLAN
--------------------------------------------------------------------------------
1. Please select Plan Year(s)* this election will cover.
[ ] 1999 Plan year
[ ] 2000 Plan year
[ ] ALL YEARS (default)
This election affects all balances and future deferrals for the elected Plan
Year(s).
2. I designate that all deferrals for the Plan Year(s) elected above be
deemed to be invested in the funds(1) listed below and in the percentages
indicate (percentages must total 100% and must be in whole numbers for any
selected fund).
--------------------------------------------------------
INVESTMENT CATEGORY/FUND ALLOCATION
--------------------------------------------------------
AGGRESSIVE
T. Rowe Price Science & Technology Trust _________%
AIM Mid Cap Growth Trust _________%
Fidelity Overseas Trust _________%
GROWTH
Fidelity Mid Cap Blend Trust _________%
T. Rowe Price Blue Chip Growth Trust _________%
GROWTH & INCOME
Manufacturers Equity Index Trust _________%
Wellington Growth & Income Trust _________%
INCOME
Miller Anderson & Sherrerd High Yield Trust _________%
Capital Guardian Diversified Bond Trust _________%
MULTI-ASSET
Capital Guardian Income and Value Trust _________%
MONEY MARKET
Manufacturers Money Market Trust _________%
-------------------------------------------------------
TOTAL 100%
(1) Non-retail funds available only through variable life insurance products.
I understand each year's deferrals may have a different investment allocation.
I understand that I may change my investment allocation monthly by submitting
an Investment Election Change Form to TBG Financial at least 5 days prior to
the end of the calendar month. Changes are effective the first business day of
the month after receipt by TBG Financial.
------------------------------------- -------------------------------------
Participant's Last Name, First Name Participant's Signature
(please print or type)
/ /
----------------- ------------------ -------------------------------------
Date Social Security Contact Telephone Number or
Number Email Address
(for confirmation or receipt by
TBG Financial)
PLEASE SEND COMPLETED FORM TO TBG FINANCIAL DOCUMENT CENTER, 2029 CENTURY PARK
EAST, 37TH FLOOR, LOS ANGELES, CA 90067
NO FAXED FORMS ACCEPTED. QUESTIONS: CALL (800) 824-0040 M - F BETWEEN
7:00 A.M. AND 7:00 P.M. PST
<PAGE> 25
[SAFEWAY LOGO] DISTRIBUTION ELECTION FORM
2000 PLAN YEAR
Executive Deferred Compensation Plan
--------------------------------------------------------------------------------
DEFAULT DISTRIBUTION UPON RETIREMENT/LONG-TERM DISABILITY
--------------------------------------------------------------------------------
If no election is on file, your deferral account balance attributable to the
2000 Plan Year will be distributed at retirement/long-term disability as
follows:
Account Balance more than $50,000................quarterly installments
over 10 years
Account balance equal to or less than $50,000....lump sum payment,
regardless of election
If you ACCEPT this default, please read the General Information on the reverse,
and then complete the Sign Here information at the bottom of this page.
If you wish to elect an OPTIONAL FORM OF DISTRIBUTION, please go to Optional
Forms of Distribution - Instructions.
--------------------------------------------------------------------------------
OPTIONAL FORMS OF DISTRIBUTION - INSTRUCTIONS
--------------------------------------------------------------------------------
SCHEDULED IN-SERVICE WITHDRAWAL
- READ General Information on the reverse side of this page
- COMPLETE In-Service Withdrawal to elect year (while still employed) in
which payment commences, and select distribution method
- COMPLETE Retirement Payment Method to elect form of payment in the event
you retire/become disabled prior to the elected In-Service
Withdrawal distribution date
- SIGN where indicated below
OPTIONAL FORM OF RETIREMENT/LONG-TERM DISABILITY DISTRIBUTION
The election to receive your 2000 Plan Year deferrals and earnings thereon at
Termination is IRREVOCABLE.
- READ General Information on the reverse side of this page
- COMPLETE Retirement Payment Method to elect form of payment at
retirement/long-term disability
- SIGN where indicated below
--------------------------------------------------------------------------------
OPTIONAL FORMS OF DISTRIBUTION - ELECTION
--------------------------------------------------------------------------------
IN-SERVICE DISTRIBUTION
--------------------------------------------------------------------------------
In-Service Commencing 2 _ _ _ (enter 2003 or later)
Withdrawal (Please read General Information on reverse side for
installment eligibility)
--------------------------------------------------------------------------------
RETIREMENT
--------------------------------------------------------------------------------
Retirement Quarterly installments over [ ] 15 or [ ] 10 or [ ] 5 years,
Payment Method or a [ ] lump sum (Please read General Information on
reverse side for installment eligibility)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SIGN HERE
--------------------------------------------------------------------------------
I have read the General Information on reverse side.
------------------------------------ ------------------------------------
Participant's Last Name, First Name Participant's Signature
(please print or type)
------------------------------------ ------------------------------------
Social Security Number Date
PLEASE SEND COMPLETED FORM TO TBG FINANCIAL DOCUMENT CENTER,
2029 CENTURY PARK EAST, 37th FLOOR, LOS ANGELES, CA 90067
NO FAXED FORMS ACCEPTED. QUESTIONS: CALL (800) 824-0040
M - F BETWEEN 7:00 A.M. AND 7:00 P.M. PST
<PAGE> 26
BENEFICIARY DESIGNATION FORM
[SAFEWAY LOGO] Executive Deferred Compensation Plan
--------------------------------------------------------------------------------
I designate the following Primary Beneficiary(ies) to receive my Deferral
Account balance if I die before I receive a full distribution of my Account
under the Executive Deferred Compensation Plan.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Primary Beneficiary(ies) (If more than one Primary Beneficiary, % Shares must total 100%)
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Name: Social Security #: Relationship: Date of Birth: % Share:
----------------------------------------------------------------------------------------------------------------------
OR (if applicable) Name of Trust and Trustee: Tax I.D. # (if applicable): Trust Date (if applicable):
----------------------------------------------------------------------------------------------------------------------
Street Address: City: State: Zip Code:
=======================================================================================================================
1. Name: Social Security #: Relationship: Date of Birth: % Share:
----------------------------------------------------------------------------------------------------------------------
OR (if applicable) Name of Trust and Trustee: Tax I.D. # (if applicable): Trust Date (if applicable):
----------------------------------------------------------------------------------------------------------------------
Street Address: City: State: Zip Code:
----------------------------------------------------------------------------------------------------------------------
</TABLE>
If I outlive the above-designated Primary Beneficiary(ies), or if such Primary
Beneficiary(ies) is/are legally unable to act as such, I designate that upon my
death the following Contingent Beneficiary(ies) is/are to receive any
undistributed balance of my Deferral Account under the Executive Deferred
Compensation Plan.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Contingent Beneficiary(ies) (optional) (If more than one Contingent Beneficiary, % Shares must total 100%)
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Name: Social Security #: Relationship: Date of Birth: % Share:
----------------------------------------------------------------------------------------------------------------------
OR (if applicable) Name of Trust and Trustee: Tax I.D. # (if applicable): Trust Date (if applicable):
----------------------------------------------------------------------------------------------------------------------
Street Address: City: State: Zip Code:
=======================================================================================================================
1. Name: Social Security #: Relationship: Date of Birth: % Share:
----------------------------------------------------------------------------------------------------------------------
OR (if applicable) Name of Trust and Trustee: Tax I.D. # (if applicable): Trust Date (if applicable):
----------------------------------------------------------------------------------------------------------------------
Street Address: City: State: Zip Code:
----------------------------------------------------------------------------------------------------------------------
</TABLE>
I understand that if I am married and have not designated my spouse as my sole
Primary Beneficiary, my spouse must sign the consent below. This designation of
beneficiary(ies) is for the following. (Please check the appropriate box:)
<TABLE>
<S> <C> <C>
--------------------------------------------------- ------------------------------- -----------------
Participant's Last Name, First Name (print or type) Participant's Signature Date
--------------------------------------------------- -------------------------------
Participant's Social Security Number Participant's Telephone Number
I hereby certify that I am the spouse of the above Participant, and consent to
the above-designated Primary Beneficiary(ies).
--------------------------------------------------- ------------------------------- -----------------
Spouse's Last Name, First Name (print or type) Spouse's Signature Date
</TABLE>
PLEASE SEND COMPLETED FORM TO TBG FINANCIAL DOCUMENT CENTER,
2029 CENTURY PARK EAST, 37TH FLOOR, LOS ANGELES, CA 90067
NO FAXED FORMS ACCEPTED. QUESTIONS: CALL (800) 824-0040
M-F BETWEEN 7:00 A.M. AND 7:00 P.M., PST