**Exhibit 10.9.2**

**AMENDMENT NO. 2**

**TO THE**

**UNIFIED WESTERN GROCERS, INC.**

**EMPLOYEE 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 anearlier effective date is specified in Section 6 below, 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 of this Article that is earlierthan 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 the Plan made to the distributeeprior 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 date to the distributee. If thetotal 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 minimum distributions for 2002 on and aftersuch 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 any inconsistent provisions of the Plan. 

1.4. Requirements of Treasury Regulations 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 of this Article, distributions may be made under a designationmade 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 to Section 242(b)(2) of TEFRA. 

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

2.1. RequiredBeginning Date. The Participant’s entire interest 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’ssurviving spouse is the Participant’s sole designated beneficiary, then distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or byDecember 31 of the calendar year in which the Participant would have attained age 70 1/2, if later. 

(b) If the Participant’ssurviving spouse is not the Participant’s sole 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 the year following the year of the Participant’s death, theParticipant’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’s sole designated beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, thisSection 2.2, other than Section 2.2(a), will apply as if the surviving spouse were the Participant. 

For purposes of this Section 2.2 andSection 4, unless Section 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 requiredto begin to the surviving 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 theParticipant’s surviving spouse 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 in the form of an annuity purchased from an insurance company or in a single sumon 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 the Participant’s interest is distributed in the form of an annuitypurchased 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’s Lifetime**

3.1. Amount of Required MinimumDistribution For Each Distribution 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 Uniform Lifetime Table set forth inSection 1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or 

 

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(b) if the Participant’s sole designated beneficiary for the distribution calendar year is theParticipant’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’sand spouse’s attained ages as of the Participant’s and spouse’s birthdays in the distribution calendar year. 

3.2. Lifetime RequiredMinimum Distributions Continue Through Year of Participant’s Death. Required minimum distributions will be determined under this Section 3 beginning with the first distribution calendar year and up to and including the distributioncalendar 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 the Participant dies on or after the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for eachdistribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancyof the Participant’s designated beneficiary, determined as follows: 

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

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

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

(b) No Designated Beneficiary. If the Participant dies on orafter 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 after theyear 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 one foreach 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 and there is a designatedbeneficiary, 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 the remaining life expectancyof the Participant’s designated beneficiary, determined as provided in Section 4.1. 

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

(c) Death ofSurviving Spouse Before 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 thesurviving spouse dies 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. Theindividual who is designated as the beneficiary under Section 2.2 of the Plan and is the designated beneficiary under Section 401(a)(9) of the Internal Revenue Code and Section 1.401(a)(9)-1, 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 theParticipant’s death, the first 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’sdeath, the first distribution calendar 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 orbefore the Participant’s required 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 requiredbeginning date occurs, will be made on or before December 31 of that distribution calendar year. 

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

5.4. Participant’s account balance. Theaccount balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the accountbalance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolledover or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year. 

 

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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, Minimum Distribution Requirements, applies for purposes of determining required minimum distributions for distribution calendar years beginning with the2003 calendar year. 

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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.   Its: 
Robert M. Ling, Jr.

Executive VicePresident

General Counsel

 

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