Exhibit 10.31.2
AMENDMENT
TO THE
AMERICAN STORES COMPANY
1997 STOCK PLAN
FOR NON-EMPLOYEE DIRECTORS
This Amendment is made by Albertson's, Inc., a Delaware corporation
(the "Corporation").
RECITALS:
A. The Board of Directors of the Corporation (the "Board"), pursuant
to Section 13 of the Plan, may amend the Plan as it may deem proper and in the
best interests of the Corporation; and
B. The Board has determined that it is advisable to amend the Plan
and the options heretofore granted in the manner hereinafter set forth and that
such amendments do not impair the rights of a participant under any award
theretofore granted.
AMENDMENT
The Plan is amended, as of March 15, 2001, in the following respects:
1. Section 2 of the Plan is amended and restated to read, in its
entirety, as follows:
"PURPOSE OF PLAN. The purpose of the Plan is to enable American Stores
Company, a Delaware corporation (the "Corporation"), to attract and retain
qualified persons as directors and special advisors to the Board ("Special
Advisors"), to enhance the equity interest of directors and Special Advisors in
the Corporation, and to solidify the common interests of its directors, Special
Advisors and stockholders in enhancing the value of the Corporation's common
stock, par value $1.00 per share (the "Common Stock"). The Plan seeks to
encourage the highest level of director and Special Advisor performance by
providing such directors and Special Advisors with a proprietary interest in the
Corporation's performance and progress by crediting them with Common Stock
annually as part of their annual retainer."
2. Section 4 of the Plan is amended and restated to read, in its
entirety, as follows:
"ELIGIBLE PARTICIPANTS. Each member of the Board on the date of the
1997 Annual Shareholders' Meeting and each member of the Board and each Special
Advisor from time to time thereafter who is not a full-time employee of the
Corporation or any of its subsidiaries shall be a participant ("Participant") in
the Plan. Notwithstanding anything to the contrary herein, service as a Special
Advisor shall be treated as service as a director for all purposes and no
termination of service shall be deemed to occur in the event a director is
designated as a Special Advisor in connection with such director's termination
of directorship. Each credit of shares of Common Stock pursuant to the Plan
shall be evidenced by a written agreement duly executed and delivered by or on
behalf of the Corporation and a Participant, if such an agreement is required by
the Corporation to assure compliance with all applicable laws and regulations."
IN WITNESS WHEREOF, this Amendment to the Plan has been duly executed
by the undersigned as of March 15, 2001.
ALBERTSON'S, INC.
By: /s/ Thomas R. Saldin
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Name: Thomas R. Saldin
Title: Executive Vice President
and General Counsel
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