Exhibit 10.22.3
AMENDMENT
to the
ALBERTSON'S, INC.
1990 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. Deferred
Compensation Trust, effective November 20, 1990 (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 definition in Article I, Definitions of "Insurance
Policies" to read as follows: "Insurance Policies" shall mean life insurance
policies purchased on the life of any Participant or Eligible Person from any
Insurance Company.
2. 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.
3. To change the first two sentences of subsection (b) of Section 4.14.
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.
4. To change the first two sentences of subsection (g) of Section 4.14.
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.
5. To change the first sentence of subsection (b) of Section 4.17. 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