**Exhibit 10.3.2**

 

**AMENDMENT NO. 2**

**TO THE**

**UNIFIED WESTERN GROCERS, INC.**

**SHELTERED SAVINGS PLAN**

 

Unified Western Grocers, Inc. (the “Company”) hereby amends the above-named plan (the “Plan”), effective as of January 1, 2003 (except as otherwise provided below), as follows: 

 

Article XII. MINIMUM DISTRIBUTION REQUIREMENTS. 

 

**Section 1. General Rules**

 

1.1. Effective Date. Unless an earlier effective date is specified in Section 6below, the provisions of this Article will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year. 

 

1.2. Coordination with Minimum Distribution Requirements Previously in Effect. If Section 6 below specifies an effective date ofthis Article that is earlier than calendar years beginning with the 2003 calendar year, required minimum distributions for 2002 under this Article will be determined as follows. If the total amount of 2002 required minimum distributions under thePlan made to the distributee prior to the effective date of this Article equals or exceeds the required minimum distributions determined under this Article, then no additional distributions will be required to be made for 2002 on or after such dateto the distributee. If the total amount of 2002 required minimum distributions under the Plan made to the distributee prior to the effective date of this Article is less than the amount determined under this Article, then required minimumdistributions for 2002 on and after such date will be determined so that the total amount of required minimum distributions for 2002 made to the distributee will be the amount determined under this Article. 

 

1.3. Precedence. The requirements of this Article will take precedence over anyinconsistent provisions of the Plan. 

 

1.4. Requirements of TreasuryRegulations Incorporated. All distributions required under this Article will be determined and made in accordance with the Treasury Regulations under Section 401(a)(9) of the Internal Revenue Code. 

 

1.5. TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions ofthis Article, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (“TEFRA”) and the provisions of the Plan that relate toSection 242(b)(2) of TEFRA. 

 

**Section 2. Time and Manner of Distribution**

 

2.1. Required Beginning Date. The Participant’s entireinterest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s required beginning date. 

 

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2.2. Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, theParticipant’s entire interest will be distributed, or begin to be distributed, no later than as follows: 

 

(a) If the Participant’s surviving spouse is the Participant’s sole designated beneficiary, then distributions to the surviving spouse willbegin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70 1/2, if later. 

 

(b) If the Participant’s surviving spouse is not the Participant’ssole designated beneficiary, then distributions to the designated beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died. 

 

(c) If there is no designated beneficiary as of September 30 of theyear following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. 

 

(d) If the Participant’s surviving spouse is the Participant’ssole designated beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this Section 2.2, other than Section 2.2(a), will apply as if the surviving spouse were theParticipant. 

 

For purposes of this Section 2.2 and Section 4, unlessSection 2.2(d) applies, distributions are considered to begin on the Participant’s required beginning date. If Section 2.2(d) applies, distributions are considered to begin on the date distributions are required to begin to thesurviving spouse under Section 2.2(a). If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s required beginning date (or to the Participant’s survivingspouse before the date distributions are required to begin to the surviving spouse under Section 2.2(a)), the date distributions are considered to begin is the date distributions actually commence. 

 

2.3. Forms of Distribution. Unless the Participant’s interest is distributed inthe form of an annuity purchased from an insurance company or in a single sum on or before the required beginning date, as of the first distribution calendar year distributions will be made in accordance with Sections 3 and 4 of this Article. If theParticipant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and the Treasury Regulations.

 

**Section 3. Required Minimum Distributions During Participant’sLifetime**

 

3.1. Amount of Required Minimum Distribution For EachDistribution Calendar Year. During the Participant’s lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of: 

 

(a) the quotient obtained by dividing the Participant’s account balance by the distribution period in the UniformLifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury 

 

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Regulations, using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or 

 

(b) if the Participant’s sole designated beneficiary for thedistribution calendar year is the Participant’s spouse, the quotient obtained by dividing the Participant’s account balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations,using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the distribution calendar year. 

 

3.2. Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death. Required minimum distributions will be determined under thisSection 3 beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death. 

 

**Section 4. Required Minimum Distributions After Participant’s Death**

 

4.1. Death On or After Date Distributions Begin. 

 

(a) Participant Survived by Designated Beneficiary. If theParticipant dies on or after the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtainedby dividing the Participant’s account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant’s designated beneficiary, determined as follows: 

 

(1) The Participant’s remaining life expectancy is calculated using theage of the Participant in the year of death, reduced by one for each subsequent year. 

 

(2) If the Participant’s surviving spouse is the Participant’s sole designated beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after theyear of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For distribution calendar years after the year of the surviving spouse’s death, the remaining life expectancy of thesurviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year. 

 

(3) If the Participant’s surviving spouse is not the Participant’ssole designated beneficiary, the designated beneficiary’s remaining life expectancy is calculated using the age of the beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.

 

(b) No Designated Beneficiary. If the Participant dieson or after the date distributions begin and there is no designated beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each distribution calendar year afterthe year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the Participant’s remaining life expectancy calculated using the age of the Participant in the year of death, reduced by onefor each subsequent year. 

 

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4.2. Death Before Date Distributions Begin. 

 

(a) Participant Survived by Designated Beneficiary. If the Participant dies before the date distributions begin andthere is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by theremaining life expectancy of the Participant’s designated beneficiary, determined as provided in Section 4.1. 

 

(b) No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no designated beneficiary as ofSeptember 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of theParticipant’s death. 

 

(c) Death of Surviving SpouseBefore Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant’s surviving spouse is the Participant’s sole designated beneficiary, and the surviving spousedies before distributions are required to begin to the surviving spouse under Section 2.2(a), this Section 4.2 will apply as if the surviving spouse were the Participant. 

 

**Section 5. Definitions**

 

5.1. Designated beneficiary. The individual who is designated as the beneficiary under Section 2.2 of the Plan and is the designated beneficiary underSection 401(a)(9) of the Internal Revenue Code and Section 1.401(a)(9)-l, Q&A-4, of the Treasury Regulations. 

 

5.2. Distribution calendar year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, thefirst distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant’s required beginning date. For distributions beginning after the Participant’s death, the first distributioncalendar year is the calendar year in which distributions are required to begin under Section 2.2. The required minimum distribution for the Participant’s first distribution calendar year will be made on or before the Participant’srequired beginning date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant’s required beginning date occurs, will bemade on or before December 31 of that distribution calendar year. 

 

5.3.Life expectancy. Life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury Regulations. 

 

5.4. Participant’s account balance. The account balance as of the last valuation date in the calendar year immediately preceding the distribution calendaryear (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made inthe valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the 

 

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Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year. 

 

5.5. Required beginning date. The date specified in Section 6.4(c) of the Plan.

 

**Section 6. Effective Date of Plan Amendment for Section 401(a)(9)Final and Temporary Treasury Regulations**

 

This Article XII, MinimumDistribution Requirements, applies for purposes of determining required minimum distributions for distribution calendar years beginning with the 2003 calendar year. 

 

* * * * * 

 

The Company has caused this Amendment No. 2 to be signed on the date indicated below, to be effective as indicated above. 

 
    
“Company”
    
UNIFIED WESTERN GROCERS, INC.

Date:    September 1, 2003
   By: /s/    ROBERT M. LING,JR.                Robert M. Ling, Jr.      
Its:
 *Executive Vice President*        *General Counsel*
 

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