Exhibit 10.19.3
AMENDMENT
to the
ALBERTSON'S, INC.
EXECUTIVE DEFERRED COMPENSATION TRUST
This Amendment is made by Albertson's, Inc., a Delaware corporation (the
"Corporation" or the "Employer").
RECITALS:
A. The Corporation has established the Albertson's, Inc. Executive Deferred
Compensation Trust, effective February 1, 1989 (the "Trust");
B. The Corporation, pursuant to Section 6.01 of the Trust, retains the
right to amend the Trust at any time prior to the time when the Trust shall
become irrevocable pursuant to Section 6.02 thereof; and
C. The Corporation certifies that the Trust has not become irrevocable
pursuant to Section 6.02 thereof; and
D. The Corporation has determined that it is advisable to amend the Trust
in the manner hereinafter set forth.
AMENDMENT
The Trust is hereby amended, as of December 1, 1999, as follows:
1. To change the first sentence of Section 4.06. Creditors of Employer to
read as follows: The Trust Fund shall at all times be subject to the
claims of the Employer's general creditors but shall be utilized to
satisfy any such claims only in the case of the Employer's bankruptcy
or insolvency.
2. To change the first two sentences of subsection (b) of Section 4.13.
Resignation and Removal to read as follows: Prior to a Change in
Control the Employer shall fill a vacancy in the office of Trustee as
soon as practicable by a written instrument filed with the person(s)
appointed to fill the vacancy, which person(s) must be a financial
institution that is independent of the Employer, and with a copy to
the predecessor Trustee and the Recordkeeper. Following a Change in
Control, the Employer shall be entitled to fill a vacancy in the
office of Trustee, but only with the consent and approval of the
Majority Participants, as evidenced in a written instrument filed with
the person(s) appointed to fill the vacancy which person(s) must be a
financial institution that is independent of the Employer.
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3. To change the first two sentences of subsection (g) of Section 4.13.
Resignation and Removal to read as follows: Prior to a Change in
Control, the Employer shall fill a vacancy in the office of
Recordkeeper as soon as practicable by a written instrument filed with
the person(s) appointed to fill the vacancy, which person(s) must be
independent from the Employer and must be a certified consulting
actuary of firm of actuaries or accountants, and with a copy to the
predecessor Recordkeeper and the Trustee. Following a Change in
Control, the Employer shall be entitled to fill a vacancy in the
office of Recordkeeper, but only with the consent and approval of the
Majority Participants as evidenced in a written instrument filed with
the person(s) appointed to fill the vacancy, which person(s) must be
independent from the Employer and must be a certified consulting
actuary or firm of actuaries or accountants. 4. To change the first
sentence of subsection (b) of Section 4.16. Rights of Trustee to read
as follows: Before the Trustee acts or refrains from acting, and in
making any determination with respect to a Change in Control, a
Potential Change in Control, the Value of the Trust Fund or any other
determination hereunder (including but not limited to determination of
the validity of consents of the Majority Participants), the Trustee
may require and rely on an Expert's Certificate or an Opinion of
Counsel or both covering such matters as the Trustee may reasonably
require.
IN WITNESS WHEREOF, this instrument has been duly executed by the
undersigned on this 1st day of December, 1999 and has been delivered by
facsimile to the Trustee (as that term is defined in the Trust) of the Trust on
this 1st day of December, 1999.
ALBERTSON'S, INC.
By: /s/ Thomas R. Saldin
--------------------------
Thomas R. Saldin
Executive Vice President
and General Counsel
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