exv10w3






Exhibit 10.3




ALBERTSON’S, INC.



EXECUTIVE ASRE MAKEUP PLAN



Established Effective September 26, 1999



TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	ARTICLE I

	 	-
	 	DEFINITIONS
	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE II

	 	-
	 	ADMINISTRATION
	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE III

	 	-
	 	PARTICIPATION	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IV

	 	-
	 	MAINTENANCE AND VALUATION OF ACCOUNTS
	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE V

	 	-
	 	CREDITING OF ACCOUNTS
	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VI

	 	-
	 	COMMENCEMENT OF BENEFITS
	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VII

	 	-
	 	BENEFICIARY DESIGNATION
	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VIII

	 	-
	 	FUNDING
	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IX

	 	-
	 	AMENDMENT AND TERMINATION
	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE X

	 	-
	 	FINANCIAL HARDSHIP WITHDRAWALS
	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE XI

	 	-
	 	CLAIMS PROCEDURE
	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE XII

	 	-
	 	GENERAL PROVISIONS
	 	 	11	 
















 






ALBERTSON’S, INC.

EXECUTIVE ASRE MAKEUP PLAN




Established Effective September 26, 1999



     Albertson’s, Inc., a Delaware corporation (the “Company”), does hereby
establish, effective October 1, 1999, the Albertson’s, Inc. Executive ASRE
Makeup Plan (the “Plan”) as an unfunded deferred compensation arrangement for a
select group of management or highly compensated employees. The Plan is
implemented with the intention that it will aid in retaining and attracting
employees of exceptional ability by providing such employees with a means to
supplement their income at retirement.



ARTICLE I

DEFINITIONS




     For purposes of the Plan, the following words and phrases shall have the
following meanings unless a different meaning is plainly required by the
context.



     1.1 “Account” means the bookkeeping account on behalf of each Participant,
maintained and valued in accordance with Article VIII.



     1.2 “ASRE” means the Albertson’s Savings & Retirement Estates, as amended
from time to time.



     1.3 “Base Salary” means, with respect to each Participant, the
Participant’s annual rate of salary (determined as of the first day of each Plan
Year and unaffected by any changes during the Plan Year) before reduction
pursuant to the Plan or any other deferred compensation plan or salary reduction arrangement, but excluding bonuses, option awards or other forms of
remuneration not included in the Participant’s annual rate of salary.



     1.4 “Beneficiary” or “Beneficiaries” means the person or persons designated
under Article VII to receive any benefits in the event of the Participant’s
death.




     1.5 “Board” means the Board of Directors of the Company.



     1.6 “Change in Control” shall mean the occurrence, in a single
 transaction or series of transactions after September 26, 1999, of any one of the
following events or circumstances:



          (a) merger, consolidation or reorganization where the beneficial
owners of the Voting Securities immediately preceding such merger,
consolidation or reorganization beneficially own less than 80% of the
securities possessing the right to vote to elect directors or to authorize
a merger, consolidation or reorganization with respect to the survivor,
after giving effect to such merger, consolidation or reorganization;




          (b) merger, consolidation or reorganization of the Company where 20%
or more of the incumbent directors of the Company are changed;




          (c) acquisition by any person or group, as defined for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended, other
than a trustee or other fiduciary holding Voting Securities under an
employee benefit plan of the Company (or a corporation owned, directly or
indirectly, by the holders of Voting Securities in substantially the same
proportion as their ownership of Voting Securities) of beneficial ownership of 20% or more of the Voting Securities (such amount to include
any Voting Securities acquired prior to September 27, 1999);





1









 





          (d) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors and any new
director (other than a director designated by a person who has entered into
an agreement with the Company to effect a transaction described in clauses
(a), (b), (c) or (e) of this paragraph) whose election by
the Company’s shareholders was approved by a vote of at least two-thirds (b) of the
directors still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority thereof; or



          (d) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors and any new
director (other than a director designated by a person who has entered into
an agreement with the Company to effect a transaction described in clauses
(a), (b), (c) or (e) of this paragraph) whose election by
the Company’s shareholders was approved by a vote of at least two-thirds (b) of the
directors still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority thereof; or




          (e) approval by the shareholders of the Company of a plan of
liquidation or dissolution with respect to the Company or an agreement for
the sale or disposition by the Company of all or substantially all the
Company’s assets; provided, that in the event the exact date of a Change in
Control cannot be determined, such Change in Control will be deemed to have
occurred on the earliest date on which it could have occurred.




     1.7 “Code” means the Internal Revenue Code of 1986, as amended.



     1.8 “Committee” means the Grantor Trust Committee appointed by the Board to
administer the Plan, or such other administrative committee of not less than
three (3) persons that the Board shall designate.



     1.9 “Company” means Albertson’s, Inc., a Delaware corporation, or its
successor or successors.



     1.10 “Compensation” means a Participant’s straight-time earnings, overtime,
and any bonus or other amounts paid by the Employer by reason of services
performed by the Participant (including payments pursuant to amounts previously
deferred under the Albertson’s, Inc. 2000 Deferred Compensation Plan or any
other nonqualified deferred compensation plan), and wage replacement benefits
under Company-sponsored programs for either occupational or non-occupational
disability benefits, except as provided in (a)(iv) below, before deductions are
authorized by the Participant or required by law to be withheld.



          (a) Notwithstanding the foregoing, a Participant’s Compensation shall
be determined without taking into account any of the following:




               (i) Contributions or payments by the Employer on behalf of a
Participant under any employee benefit plan (other than payments pursuant to a nonqualified deferred compensation plan), including but
not limited to ASRE and any health or welfare plan;



               (ii) Compensation that is not subject to employer income tax
withholding under Code Section 3402 (or any successor thereof), except
such Compensation as is provided in paragraph (c) below;



               (iii) Income caused by the exercise of stock options and stock
appreciation rights;



               (iv) Income attributable to benefits received under the long-term
disability plan maintained by the Employer; and income attributable to
severance from employment with the Employer.



          (b) A Participant’s Compensation for purposes of the Plan shall be the
Compensation paid to him/her during the relevant portion of the Plan Year,
irrespective of when such Compensation is actually earned.



2









 





          (c) Except as is expressly provided to the contrary herein, a
Participant’s Compensation shall include (i) his/her deferrals under the
Albertson’s, Inc. 2000 Deferred Compensation Plan, and (ii) his/her
contributions and any amount covering employee contributions from the
pre-tax health care premium payment arrangement under the American Stores
Company Before Tax Plan or any similar arrangement sponsored by the
Employer pursuant to Code Section 125.




     1.11 “Compensation Committee” means the Compensation Committee appointed by
the Board to establish and review the annual salaries and bonuses paid to the
elected officers and the Executive Vice Presidents of the Company, to establish
the bonus policy for all the officers of the Company and to establish stock
option plans and grant options pursuant thereto, or such other committee of not
less than three (3) persons that the Board shall designate.



     1.12 “Deferral Agreement” means the written participation agreement
(substantially in the form attached to this Plan) that shall be entered into by
the Employer and a Participant pursuant to Article III with respect to such
Participant.



     1.13 “Effective Date” means September 26, 1999.



     1.14 “Eligible Employee” means any employee of an Employer who (a) is a
participant in ASRE, (b) (i) holds a position of Vice President or above or is
in the Company’s Salary Administration Program and (ii) has a Base Salary of
$77,873 or more (as indexed pursuant to the Salary Schedule Adjustment), and (c)
satisfies such other criteria as may be established by the Committee. An
employee shall cease to be an Eligible Employee if the employee does not receive
Compensation for four (4) or more consecutive weeks. Notwithstanding the
foregoing, no participant in the American Stores Company Supplemental Executive
Retirement Plan shall be considered an Eligible Employee prior to January 1,
2000.



     1.15 “Employer” means the Company and any of its Subsidiaries.



     1.16 “ERISA” means the Employee Retirement Income Security Act of 1974, as
amended.



     1.17 “Grantor Trust Committee” means that committee created by the Board
pursuant to resolutions adopted on August 29, 1988, to administer and amend
certain Company deferred compensation plans and trusts.



     1.18 “Fiscal Year” means the fiscal year of the Company.



     1.19 “Investment Options” means the securities or funds identified by the
Committee from time to time as the investments available as the growth
measurement mechanism for Accounts under the Plan.



     1.20 “Participant” shall have the meaning provided under Section 3.1
hereof.



     1.21 “Plan” means this Albertson’s, Inc. Executive ASRE Makeup Plan, as it
may be amended from time to time.



     1.22 “Plan Year” means the period beginning on the Effective Date and
ending on December 31, 1999 and each 12-month period thereafter.






3









 






     1.23 “Salary Administration Program” means the program established by the
Company for the administration of the salaries of employees of the Company.



     1.24 “Salary Schedule Adjustment” means the annual percentage adjustment to
the medians of the pay grades (i.e., salaried grades) of the Company’s Salary
Administration Program.



     1.25 “Subsidiary” means any corporation, partnership, limited liability
company, venture or other entity in which the Company has, directly or
indirectly, at least a 50% ownership interest.



     1.26 “Total Disability” means the complete inability of the Eligible
Employee to perform any and every duty of his or her regular occupation, as
determined by the Committee in its sole and absolute discretion.



     1.27 “Voting Securities” means securities possessing the right to vote to
elect directors or to authorize a merger, consolidation or reorganization of the
Company.



ARTICLE II

ADMINISTRATION




     2.1 The Plan shall be administered by the Committee. The Committee shall
have the authority to interpret the Plan, to establish and revise rules and
regulations relating to the Plan, to make any other determinations that it
believes necessary or advisable for the administration of the Plan and to
delegate such administrative powers and duties as it shall determine. All
decisions of the Committee shall be by a vote of the majority of its members and
shall be final and binding unless the Board shall determine otherwise. Members
of the Committee who are Eligible Employees shall be eligible to participate in
the Plan while serving as a member of the Committee, but a member of the
Committee shall not vote or act upon any matter which relates solely to such
member as a Participant.



     2.2 The Employer shall indemnify and hold harmless the members of the
Committee and their delegates against any and all claims, loss, damage, expense
or liability arising from any action or failure to act with respect to the Plan,
except in the case of gross negligence or willful misconduct.



ARTICLE III

PARTICIPATION




     3.1 An Eligible Employee shall automatically become a Participant in the
Plan immediately upon becoming an Eligible Employee and shall remain a
Participant until the earlier of the Participant’s death or the complete
distribution of the Participant’s Account.



     3.2 An Eligible Employee electing to defer compensation in accordance with
this Article III shall have the right to determine his or her deferred amounts
for each Plan Year, subject to the limitations set forth in this Article III.
Such deferred amounts shall reduce the amount of the Participant’s Compensation
that is to be paid to the Participant in the Plan Year of reference.



     3.3 (a) By such date as the Committee shall determine, but not later than
the December 31 immediately preceding the first day of each Plan Year, an
Eligible Employee may elect to defer a percentage of his or her
Compensation for such Plan Year; provided, however, that the amount
deferred may not exceed the amount necessary to receive the maximum
Employer matching contribution under ASRE and the Plan, as determined by
the Committee. Such election shall be effected by the execution of a valid



-4-









 







     Deferral Agreement, timely filed with the Committee.



          (b) Each validly executed and timely filed Deferral Agreement shall be
effective for the first Plan Year for which it is timely filed and for each
succeeding Play Year, until (i) modified or revoked by a subsequently
timely filed, validly executed Deferral Agreement applicable to any such
succeeding Play Year, (ii) the Participant’s eligibility ceases or (iii)
the Participant terminates employment with the Employer for any reason. Any
Eligible Employee who fails to have on file with the Committee with respect
to any Plan Year a timely filed, validly executed Deferral Agreement shall
not defer Compensation under the Plan in such Plan Year.




          (c) Except as provided in Articles VI and X, each validly executed
Deferral Agreement filed with the Committee may not be terminated or
modified by the Participant until the first day of the succeeding Plan Year
by timely filing with the Committee prior to such date a validly executed
Deferral Agreement.




     3.4 Notwithstanding anything in the Plan to the contrary, the Committee
shall be authorized to take such steps as may be necessary to ensure that the
Plan is and remains at all times an unfunded deferred compensation arrangement
for a select group of management or highly compensated employees, within the
meaning of ERISA and the Code or such other successor or applicable laws.



ARTICLE IV

MAINTENANCE AND VALUATION OF ACCOUNTS




     4.1 The Committee shall establish and maintain a separate bookkeeping
Account on behalf of each Participant. The value of an Account as of any date
shall equal the credits for deemed Employer contributions (including deferrals
elected by Participants) made by the Employer to such Account in accordance with
Article V, adjusted for earnings and losses pursuant to this Article IV, through
the day preceding such date and less all payments made by the Employer to the
Participant or his/her Beneficiary through the day preceding such date.


     4.2 Unless otherwise delegated, the Committee has the sole discretion to
determine the Investment Options available as the measurement mechanism for
earnings or losses on Accounts under the Plan, the manner and extent to which
elections may be made, the method of valuing the Accounts and the various
Investment Options and the method of crediting the Accounts with, or making
other adjustments as a result of dividend equivalents, interest equivalents or
other earnings or return on such Accounts.



          (a) The amounts in each Participant’s Account shall be deemed to
have been invested and reinvested in the Investment Options designated by
the Participant. A Participant may make changes in his/her designation of
Investment Options in the same manner and to the same extent as such
changes are made under ASRE. Accounts and Investment Options shall be
valued, and adjustments made, if necessary, in the same manner as under
ASRE.




     4.3 The Company shall not be required to purchase, hold or dispose of any
securities representing the Investment Options designated by a Participant.
Participants shall not have any voting rights or any other ownership rights with
respect to the Investment Options in which their Accounts are deemed invested.



     4.4 The Account shall be valued by the Committee as of each December 31.



-5-









 





     The Account may also be valued by the Committee as of any other date as the
Committee may authorize for the purpose of determining the Account for payment
of benefits, or any other reason the Committee deems appropriate.



     4.5 The Committee shall submit to each Participant periodic statements, at
least annually, in such form as the Committee deems desirable, setting forth the
balance standing to the credit of each Participant in his/her Account.



     4.6 A Participant shall be vested in his/her Account to the same extent and
in the same proportion that the Company contribution under Section 5.1(b) is
treated as vested under the terms of ASRE. Notwithstanding the foregoing, a
Participant shall be 100% vested in his/her Account at all times following a
Change in Control.



ARTICLE V

CREDITING OF ACCOUNTS




     5.1 A Participant under the Plan shall be credited (as a bookkeeping entry)
to such Participant’s Account an amount equal to the deferral amount elected by
the Participant under the Deferral Agreement, together with the excess of the
amount described in Section 5.1(a) over the amount described in Section 5.1(b)
as follows:



          (a) The amount equal to the contribution the Employer would make to
ASRE on behalf of the Participant for the Plan Year, without regard to any
limitations imposed by the Code based on the Participant’s Compensation for
such Plan Year.




          (b) The amount equal to the Employer’s actual contribution to ASRE on
behalf of the Participant for such Plan Year.
Although the Employer contribution shall typically be actually determined or
credited in the Plan Year following the Plan Year to which it corresponds, the
contribution shall be credited effective as of the date the Employer made the
actual contribution to ASRE for such Plan Year.




ARTICLE VI

COMMENCEMENT OF BENEFITS




     6.1 The amount credited to a Participant’s Account shall be distributed to
such Participant in the form(s) provided under this Article VI commencing as
soon as administratively practicable, but effective as of the first day of the
month immediately following the occurrence of the first distribution event
selected by the Participant in his or her distribution form. A Participant may select any or all of the following distribution events: (a) termination of
employment, (b) death, (c) Total Disability and (d) attainment of a specified
age on or after age 59 1/2.



     6.2 In the event of a Participant’s death prior to the complete
distribution of his/her Account, the balance of such Participant’s Account shall
be distributed to such Participant’s Beneficiary in the form(s) provided under
Section 6.3(b) commencing as soon as administratively practicable following such
death, but effective as of the first day of the month immediately following the
date of such Participant’s death.



     6.3 (a) Except as otherwise provided in this Section 6.3, the entire amount
credited to a Participant’s Account shall be paid in one of the following
forms selected on the Participant’s distribution form: (i) a single lump
sum, (ii) 60 approximately equal monthly installments, (iii)



-6-









 





120 approximately equal monthly installments or (iv) 180 approximately
equal monthly installments, 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. 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
selected by the Participant; 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 any distributions of the Participant’s Account
shall have commenced.



          (b) In the event of the Participant’s death prior to the complete
distribution of his/her Account, the balance of the Participant’s Account
shall be paid to the Participant’s Beneficiary over the remainder of the
period provided in Section 6.3(a). Upon written application to the
Committee no later than 60 days following notification to the Beneficiary
of his/her entitlement to benefits under the Plan, such Beneficiary may
request that the Committee approve an alternative single form of
distribution that would apply to the balance of the Participant’s Account.
The Committee, after considering all the facts and circumstances that it
deems relevant (including, for example, the effect of such alternative form
of distribution on the finances of the Employer and the financial needs of
the Beneficiary), shall determine in its sole discretion whether to permit
the alternative form of distribution. In the event of the death of the
Participant’s last Beneficiary prior to the complete distribution of the
Participant’s Account, the balance of the Participant’s Account shall be
paid in a single lump sum to the deceased Beneficiary’s estate.




          (c) Notwithstanding anything in this Section 6.3 to the contrary, in
the event that the value of a Participant’s Account does not exceed
$30,000, as of the date benefits first become distributable, the Committee
shall cause such Participant’s Account to be distributed in a single lump
sum payment.




          (d) Notwithstanding anything in this Plan to the contrary, benefits
shall not be paid to a Participant who is a “covered employee” as that term
is defined in Code Section 162(m) until the Participant is no longer a
“covered employee”.




     6.4 Notwithstanding anything in this Article VI to the contrary, benefit payments under the Plan shall cease as of the first day the Participant returns
to employment with an Employer. Upon such return to employment, the Participant
shall, if eligible, participate in the Plan as provided in Article III.



     6.5 If the Participant or the Participant’s Beneficiary is entitled to
receive any benefits hereunder and is in his or her minority, or is, in the
judgment of the Committee, legally, physically or mentally incapable of
personally receiving and receipting any distribution, the Committee may make
distributions to a legally appointed guardian or to such other person or
institution as, in the judgment of the Committee, is then maintaining or has
custody of the payee.



     6.6 After all benefits have been distributed in full to the Participant
or to the Participant’s Beneficiary, all liability under the Plan to such
Participant or to his/her Beneficiary shall cease.




-7-









 






     6.7 No benefit shall be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance or charge by the Participant or
Beneficiary, and any such action shall be void for all purposes. No benefit
shall in any manner be subject to the debts, contracts, liabilities, engagements
or torts of the Participant or Beneficiary, nor shall it be subject to
attachments or other legal process for or against the Participant or
Beneficiary, except to such extent as may be required by law.



     6.8 To the extent required by law in effect at the time payments are made,
the Employer shall withhold from payments made hereunder the minimum taxes
required to be withheld by the federal or any state or local government.



ARTICLE VII

BENEFICIARY DESIGNATION




     7.1 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. Any finalized divorce or marriage (other than a
common law marriage) of a Participant subsequent to the date of filing of a
Beneficiary designation form shall revoke such designation. The spouse of a
Participant domiciled in a community property jurisdiction shall join in any
designation of Beneficiary or Beneficiaries other than the spouse. If no
Beneficiary shall be designated by the Participant, or if his/her Beneficiary
designation is revoked by marriage, divorce or otherwise without execution of
another designation, 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.



ARTICLE VIII

FUNDING




     8.1 All benefits hereunder are intended to be in the form of an unfunded
obligation of the Employer.



     8.2 Nothing contained herein shall create any obligation on the part of an
Employer to set aside or earmark any monies or other assets specifically for
payments under the Plan. Participants and their Beneficiaries, heirs, successors
and assigns shall have no legal or equitable rights, interests or claims in any
property or assets of the Employer, nor shall they be beneficiaries of, or have
any rights, claims or interests in any life insurance policies, annuity contracts or the proceeds therefrom owned or which may be acquired by the
Employer (“Policies”). Such Policies or other assets of the Employer shall not
be held under any fund for the benefit of Participants, their Beneficiaries,
heirs, successors or assigns, or held in any way as collateral security for
the fulfilling of the obligations of the Employer under this Plan. Any and all
of the Employer’s assets and Policies shall be, and remain, for purposes of the
Plan, the general unpledged, unrestricted assets of the Employer. The Employer’s
obligation under the Plan shall be merely that of an unfunded and unsecured
promise of the Employer to pay money in the future.



     8.3 If a Participant or Beneficiary becomes entitled to a distribution of
benefits under the Plan, and if at such time the Participant has outstanding



-8-









 








any debt, obligation or other such liability representing an amount owing to the
Employer, then the Employer may offset such amount owing it against the amount
of benefits otherwise distributable. Such determination shall be made by the
Committee.



ARTICLE IX

AMENDMENT AND TERMINATION




     9.1 The Board, the Committee or their duly authorized delegates may at any
time amend the Plan in whole or in part; provided, however, that no amendment
shall be effective to decrease the benefits or rights of any Participant
theretofore accrued. Written notice of such amendment shall be given to each
Participant.



     9.2 The Board may at any time terminate the Plan. Upon any termination of
the Plan under this Section 9.2, each Participant shall cease to accrue any
benefit under the Plan, and all amounts shall prospectively cease to accrue for
such Plan Year. Benefits payable under the Plan shall be paid at such times and
pursuant to such terms and conditions as were effective immediately prior to the
termination of the Plan.



ARTICLE X

FINANCIAL HARDSHIP WITHDRAWALS




     10.1 Subject to the provisions set forth herein, a Participant may withdraw
up to 100% of his/her Account as necessary to satisfy immediate and heavy
financial needs of the Participant which the Participant is unable to meet from
any other resource reasonably available to such Participant. The amount of such
hardship withdrawal may not exceed the amount required to meet such need.



     10.2 (a) Upon written application, the Committee, in its sole discretion,
may grant a withdrawal to the Participant for any of the following
unforeseen financial hardships:



               (i) unusual medical expenses incurred by the Participant for the
Participant or his or her dependents;



               (ii) special health requirements of the Participant or his or her
dependents; or



               (iii) any other situation which the Committee shall deem to
constitute financial hardship.



             (b) The Participant shall be required to furnish evidence of purpose
and need to the Committee on forms prescribed by the Committee.




     10.3 Anything else to the contrary notwithstanding, a Participant who is
covered by the floor-offset arrangement involving ASRE and the Albertson’s
Salaried Employees’ Pension Plan or the Albertson’s Employees’ Corporate Pension
Plan shall not be permitted to withdraw any portion of the Account representing
credits for deemed Company contributions (other than matching contributions),
and earnings thereon, prior to termination of employment.



ARTICLE XI

CLAIMS PROCEDURE




     11.1 Each Claimant shall have the right to submit a Claim with respect to a
benefit sought hereunder. Written notice of any Claim hereunder must be given to
the Committee either personally or by certified or registered
mail,


-9-









 







return receipt requested, at the following address:


Albertson’s, Inc.

Attn: Grantor Trust Committee

         c/o Corporate Secretary

250 Parkcenter Blvd.

P.O. Box 20

Boise, Idaho 83726



Such Claim shall state with particularity:




               (a) The benefit claimed; and



               (b) All facts believed to be relevant in connection with such
Claim.



     11.2 Upon receipt of a Claim hereunder, the Committee shall consider the
merits of the Claim and shall within 90 days from the receipt of the Claim
render a decision on the merits and communicate the same to the Claimant. In the
event the Committee denies the Claim in whole or in part, the Claimant shall be
so notified in writing, which shall be addressed and delivered to him or her
personally or by mail, and shall set forth the following in a manner reasonably
calculated to be understood by the Claimant:



          (a) The reason or reasons for rejection of the Claim;




          (b) The provisions of the Plan and the particular provisions of law,
if any, relied upon in reaching such determination;




          (c) A
description of any additional information needed from the Claimant in order for him or her to perfect his or her Claim and an
explanation of why such information is necessary; and




          (d) A statement outlining the Appellate Review Procedure as set forth
in Section 11.3.




The failure of the Committee to render a decision on the merits of a Claim shall
be deemed to be a denial of such Claim and notice of such denial shall be deemed
to have been given to the Claimant on the ninetieth (90th) day from receipt by
the Committee of the Claim.




     11.3 Where a Claim has been or is deemed denied, the Claimant shall have
the right within 60 days after the date he or she receives or is deemed to have
been given notice that his or her Claim has been rejected, in whole or in part,
to an Appellate Review Procedure as set forth herein. Such procedure shall
enable the Claimant to appeal from an adverse decision by delivering a written
request for an appeal to the Committee either personally or by certified or
registered mail, return receipt requested. Such request shall set forth the
reasons why the Claimant believes the decision rejecting his or her Claim is
erroneous and shall be signed by the Claimant under oath. Within 30 days after
such request is received, the Committee may conduct a review of the Claim at a
hearing at which the Committee may invite the Claimant to present his or her
views with respect to the merits of the Claim. Whether or not a hearing is held,
the Claimant may submit issues and comments in writing to the Committee for
consideration at the hearing and may review pertinent documents. A decision with
respect to the merits of the Claim shall be rendered by the Committee not later
than 60 days after the delivery of the written request for an appeal hereunder
unless special circumstances (such as holding a hearing) require an extension of
time for processing, and then no later than 120 days after receipt of the
request.




-10-









 






The Appellate Review decision shall include specific reasons believed to support
 such decision, including specific references to provisions of the Plan and
of law, shall be written in a manner reasonably calculated to be understood by
the Claimant and shall be delivered to the Claimant personally or by mail.



     11.4 No action shall be commenced under Section 502(a)(1)(B) of ERISA, or
under any other provision of law, until the Claimant shall first have exhausted
the Claims Procedure available to him or her hereunder, provided that such
Claimant would not have been irreparably and materially harmed by any delay
occasioned by this Claims Procedure. Insofar as the same is not inconsistent
with regulations promulgated under Section 503 of ERISA, relating to claims
procedures, any Claim under this Claims Procedure must be submitted within three
(3) months from the earlier of (a) the date on which the Claimant learned of
facts sufficient to enable him or her to formulate such Claim, or (b) the date
on which the Claimant should reasonably have been expected to learn the facts
sufficient to enable him or her to formulate such Claim. Claims submitted after
such period shall be deemed to have been waived by the Claimant and shall
thereafter be wholly unenforceable. No statute of limitations set forth under
either Section 413 of ERISA, or any other applicable provision of law, shall
be deemed to be extended in any way by the period of limitations set forth
herein with respect to this Claim(s) Procedure.



     11.5 All references in this Article XI to Claimant shall include
representatives who are duly authorized as such, in writing, which authorization shall have been delivered to the Committee at some stage of the Claims
Procedure. After such written authorization is delivered, copies of
all sub-sequent communications with the Claimant and decisions with respect to the
Claim, for which such authorization has been provided, shall be delivered to the
authorized representative, as well as to the Claimant.



ARTICLE XII

GENERAL PROVISIONS




     12.1 Neither the establishment of the Plan, nor any modification thereof,
nor the creation of an Account, nor the payment of any benefits shall be
construed (a) as giving the Participant, Beneficiary or any other person, any
legal or equitable right against Employer unless such right shall be
specifically provided for in the Plan or conferred by affirmative action of the
Employer in accordance with the terms and provisions of the Plan, or(b) as
giving the Participant the right to be retained in the service of the Employer,
and the Participant shall remain subject to discharge to the same extent as if
the Plan had never been established.



     12.2 A Participant will cooperate with the Employer by furnishing any and
all information requested by the Employer in order to facilitate the payment of
benefits hereunder, taking such physical examinations as the Employer may deem
necessary and taking such other relevant action as may be requested by the
Employer. If a Participant refuses so to cooperate, the Employer shall have no
further obligation to the Participant under the Plan.



     12.3 All pronouns and any variations thereof shall be deemed to refer to
the masculine, feminine or neuter, as the identity of the person or persons may
require. As the context may require, the singular may be read as the plural and
the plural as the singular.



     12.4 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 Corporate Secretary of the Company.



-11-









 







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 or receipt for registration
or certification.



     12.5 The validity of the Plan or any of its provisions shall be determined



-12-









 







under and construed according to the laws of the State of Idaho, except to the
extent Idaho law is preempted by federal law, including but not limited to
ERISA. Should any provision of the Plan or any regulations adopted thereunder be
deemed or held to be unlawful or invalid for any reason, such fact shall not
adversely affect the other provisions or regulations unless such invalidity
shall render impossible or impractical the functioning or the Plan and, in such
case, the appropriate parties shall immediately adopt a new provision or
regulation to take the place of the one held illegal or invalid.



     12.6 Nothing contained herein shall preclude an Employer from merging into
or with, or being acquired by, another business entity.



     12.7 The liabilities under the Plan shall be binding upon any successor or
assign of an Employer and any purchaser of an Employer or substantially all of
the assets of an Employer, and the Plan shall continue in full force and effect.



     12.8 The titles of the Articles in the Plan are for convenience of
reference only, and, in the event of any conflict, the text rather than such
titles shall control.



     IN WITNESS WHEREOF, the Company has caused its officer, duly authorized by
its Board of Directors, to execute the Plan this 1st day of December, 1999.



	 	 	 	 	 	 	 	 	 

	ATTEST:

	 	 	 	ALBERTSON’S, INC.
	 
	 	 	 	 	 	 	 	 
	/S/ Kaye L. O’Riordan

	 	 	 	By
	 	/s/ Thomas R. Saldin
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Its
	 	Executive Vice President
and General Counsel






     Page 13



-13-









 





ALBERTSON’S, INC.

EXECUTIVE ASRE MAKEUP PLAN




DEFERRAL AGREEMENT


You are eligible to participate in the Albertson’s, Inc. Executive ASRE Makeup Plan (“the ASRE
Makeup Plan”). The ASRE Makeup Plan is provided to you as a supplement to ASRE and ensures that
your retirement benefits will not be reduced due to IRS limitations.



Deferrals under the ASRE Makeup Plan will begin when you reach the IRS 401(k) deferral limit
($10,500 in 2000) in ASRE and will continue for the remainder of the year. These deferrals will be
withheld from your base pay and any bonus pay you receive. The maximum deferral percentage allowed
through the ASRE Makeup Plan is 6%.



This document is your ASRE Makeup Plan deferral agreement. It is important that you complete this
form, even if you choose not to participate. This agreement may be executed in one or more
counterparts, each of which is legally binding and enforceable. This agreement is subject to the
terms and conditions of the ASRE Makeup Plan document, whose provisions are incorporated herein by
reference, copies of which are available upon request.





ASRE
MAKEUP PLAN DEFERRAL ELECTION




(REMEMBER: This deferral begins when the IRS tax-deferred

limit is reached in the ASRE 401(k) Plan — $10,500.)


Check one below:




	 	 	 

	                    

	 	I elect to make an ASRE Makeup Plan deferral equal to 6% of my pay. (Note: choose this
option if your intent is to maximize Company Contributions). Remember to call
ASRExpress (1-800-228-ASRE) and set your deferrals in ASRE to 6% to maximize Company
Contributions in ASRE.
	 
	 	 
	                    

	 	I elect to make an ASRE Makeup Plan deferral in an amount equal to _____% (cannot be
more than 6%) of my pay.
	 
	 	 
	                    

	 	I do not want to participate in the plan at this time. I understand that by making
this election, I will not be able to participate in this plan for 2000, but that I can elect
to participate in future years, if eligible, by filing a new ASRE Makeup Plan agreement.






Your deferral election cannot be revoked or changed during this plan year.




 









 





DISTRIBUTION ELECTION





	•	 	If your total account value is less than $30,000 when your benefits first become payable,
it will be paid to you in a lump sum.
	 
	•	 	If your total account value is at least $30,000 and you have not elected a form of payment,
your account will be paid to you in substantially equal monthly installments over a five-year
period.




Elect the timing and form of payment below. You will have the right to change your election at a
later time as long as that change is executed no later than 12 months before the date such
modification or variation is to be effective.




Payment Form




	 	 	 

	                    %

	 	Lump Sum
	 
	 	 
	                    %

	 	Monthly Payments over 5 Years
	 
	 	 
	                    %

	 	Monthly Payments over 10 Years
	 
	 	 
	                    %

	 	Monthly Payments over 15 Years
	 
	 	 
	      100%

	 	Total






Payment Timing (check one):




	 	 	 

	                    

	 	I elect to have my payment begin as soon as administratively practical after
termination of employment with Albertson’s.
	 
	 	 
	                    

	 	I elect to defer commencement of benefits until I attain age _____, (no earlier than
age 59 1/2 and no later than age 65).
	 
	 	 
	                    

	 	I elect to defer commencement of benefits until I attain age _____, (no earlier than
age 59 1/2 and no later than age 65) or termination of employment with Albertson’s, if
later.






Timing of Payment upon Disability or Death (Note: Electing either of these options would
override your payment timing election above, if applicable).



	 	 	 

	                    

	 	I elect to begin benefits immediately following the determination of my “TOTAL
DISABILITY” as defined by the Plan.
	 
	 	 
	                    

	 	I elect to begin benefits immediately following my death.






2









 






BENEFICIARY DESIGNATION



I,                                                                        
                              (print name) hereby designate the following to receive from the Executive
ASRE Makeup Plan amounts resulting from my deferral elections payable by reason of my death:




Beneficiary Designation




 





 





 





 





Information Concerning Primary Beneficiary




	 	 	 

	 

	 	 
	Street Address

	 	Social Security Number
	 
	 	 
	 
	 	 
	 

	 	 
	City, State, Zip Code .

	 	Date of Birth





Unless I have a Beneficiary Designation in effect at the time an amount becomes payable to my
Beneficiary, that amount will be paid to my estate in a single lump sum.



I reserve the right to change any Beneficiary named herein by properly completing and delivering to
the Committee a new Beneficiary Designation. I will promptly notify the Committee of any change in
the name or address of a Beneficiary.




	 	 	 

	 

Signature of Participant

	 	 
	 
	 	 
	 
	 	 
	 

Participant’s Social Security Number

	 	 
	 
	 	 
	 
	 	 
	 

Date

	 	 






3









 






Complete this form only if the Beneficiary named is other than spouse.




Consent of Spouse



I consent to the designation of the Beneficiary named above, and acknowledge that the effect of my
consent is that in the case of the Participant’s death, the Participant’s account under the ASRE
Makeup Plan will be distributed to the Beneficiary named and will not be distributed to me.




	 	 	 

	 

Signature of Spouse

	 	 
	 
	 	 
	 
	 	 
	 

Date

	 	 





SUBSCRIBED and sworn to me before this    
                  day of   
                
            ,           
          .




	 	 	 	 	 	 	 

	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Notary Public for

	 
	 	 






	 	 	 	 	 	 	 
	My commission expires:	 

	 

	 	 	 





4









 






SIGNATURES



By signing this agreement I acknowledge that neither the Company nor any of its employees or agents
has any responsibility whatsoever for any elections I may make in other personal plans or programs
as a result of my decision regarding the ASRE Makeup Plan and they are fully released to such
extent.



All other terms of this Deferral Agreement shall be governed by the Albertson’s, Inc. Executive
ASRE Makeup Plan (and any amendments), which are in effect at the time of this election. All of
the terms and conditions of that plan are incorporated by reference herein.




	 	 	 

	Executive/Employee:

	 	Albertson’s:
	 
	 	 
	 
	 	 
	 

	 	 
	(Signature)

	 	(Signature)
	 
	 	 
	 

	 	Duane D. Whitney
	 

	 	 
	(Type or Print Name)

	 	Director, Retirement Programs
	 
	 	 
	 
	 	 
	 

	 	 
	(Date)

	 	(Date)






Please return the signed deferral agreement to:

Albertson’s Inc. Retirement Programs Department

P.O. Box 20

Boise, ID 83706




5