Exhibit 10.14.1
FIRST AMENDMENT
TO THE
ALBERTSON'S, INC.
EXECUTIVE ASRE MAKEUP PLAN
This Amendment is made by Albertson's, Inc., a Delaware corporation (the
"Corporation").
RECITALS
Whereas, the Corporation established the Albertson's Executive ASRE Makeup
Plan effective September 26, 1999 (the Plan");
Whereas, the Corporation, pursuant to Section 9.1 of the Plan, retained the
right to amend the Plan and Section 9.1 provides that the Plan may be amended by
the Grantor Trust Committee ("Committee") appointed by the Board of Directors of
Albertson's, Inc. ("Board"), and the Board has granted the authority to amend
the Plan to the Committee so long as such amendments do not materially alter
benefits; and
Whereas, the Committee has determined that it is advisable to amend the
Plan.
AMENDMENT
The Plan is amended, as of May 1, 2001, in the following respects:
1. The last sentence of Section 6.1 shall be amended to read as follows:
A Participant may select any or all of the following distribution events:
(a) termination of employment, (b) Total Disability and (c) attainment of a
specified age on or after age 59 1/2.
2. A new sentence shall be added to Section 6.1 which shall read as follows:
Notwithstanding the foregoing, distributions shall begin no later than the
year in which the Participant attains age 65.
3. Section 6.3(a) shall be amended to read as follows:
Except as otherwise provided in this Section 6.3, the entire amount
credited to a Participant's Account shall be paid in one or more of the
following forms selected on the Participant's distribution form: (i) a
single lump sum, (ii) a 5-year payout in 60 approximately equal monthly
installments or 5 (five) equal annual installments, but not both, (iii) a
10-year payout in 120 approximately equal monthly installments or 10 (ten)
equal annual installments, but not both, or (iv) a 15-year payout in 180
approximately equal monthly installments or 15 equal annual installments,
but not both, or a combination of the foregoing to the extent
administratively practicable as the Participant shall elect in any
distribution form, provided, however, that in the absence of such election
in any distribution form, the respective amounts credited to the
Participant's Account shall be payable in 120 approximately equal monthly
installments. If installment payments are elected, the Account shall be
amortized with an assumed Rate of Return of six percent (6%) unless the
Participant selects, and the Committee approves, an alternative assumed
Rate of Return. As of each January 1, the amount to be distributed in
installment payments for that year shall be determined by amortizing the
Participant's Account balance as of the preceding December 31 over the
remainder of the installment period, using the assumed Rate of Return which
was fixed under the preceding sentence at the time installment payments
were elected. The Participant shall not be entitled to select a different
form of distribution with respect to the amounts credited to the
Participant's Account in each Plan Year. Instead, the distribution form
selected by the Participant shall apply to the entire balance of the
Participant's Account. The Participant may modify the form of distribution
or the time of commencement; provided that such modification is made on a
validly executed and timely filed distribution form at least 12 months
prior to the date on which the modification is to be effective.
Notwithstanding the foregoing, distribution of the Participant's entire
Account balance must be completed no later than the fifteenth year
following the year in which distributions first commenced
4. Section 7.1 shall be amended to read as follows:
The Participant may, at any time, designate a Beneficiary or Beneficiaries
to receive the benefits payable in the event of his/her death and may
designate a successor Beneficiary or Beneficiaries to receive any benefits
payable in the event of the death of any other Beneficiary. Each
Beneficiary designation shall become effective only when filed in writing
with the Committee during the Participant's lifetime on a form prescribed
by the Committee. The filing of a new Beneficiary designation form will
cancel all Beneficiary designations previously filed. If no Beneficiary
shall be designated by the Participant, or if the designated Beneficiary or
Beneficiaries shall not survive the Participant, payment of the
Participant's Account shall be made to the Participant's estate in a single
lump sum payment. Notwithstanding any provision of this Plan to the
contrary, any Beneficiary designation may be changed by a Participant by
the written filing of such change on a form prescribed by the Committee.
IN WITNESS WHEREOF, this instrument has been duly executed by the
undersigned as of May 25, 2001.
ALBERTSON'S, INC.
By: /s/ Thomas R. Saldin
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Thomas R. Saldin
Executive Vice President
Administration and General Counsel
makeupamdt2.doc