<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON SEPTEMBER 21, 1995
Registration No. 33-________________
________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_______________________
ALBERTSON'S, INC.
(Exact name of issuer as specified in its charter)
Delaware 82-0184434
(State of Incorporation) (I.R.S. Employer
Identification No.)
250 Parkcenter Boulevard
Boise, Idaho 83726
(Address including zip code of principal executive offices)
ALBERTSON'S EMPLOYEES' TAX DEFERRED SAVINGS PLAN
(Full title of the Plan)
THOMAS R. SALDIN, Executive Vice President, Administration and General Counsel
c/o Albertson's, Inc., 250 Parkcenter Boulevard, Boise, Idaho 83726
(Name and Address of Agent for Service)
(208)385-6200
(Telephone Number, including
Area Code, of Agent for Service)
Page 1 of 70
Exhibit Index on Page 9
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities Being Amount Being Price Per Offering Registration
Registered Registered Share Price Fee
_________________ ______________ _________ _________ ____________
Common Stock, par
value $1.00 per
share (1) 2,000,000 (2) $33.125 $66,250,000 $22,845
Pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminable amount of interests
to be offered or sold pursuant to the Albertson's Employees' Tax
Deferred Savings Plan (the Plan).
(1) Proposed offering price is calculated in accordance with Rules
457(c) and (h) under the Securities Act of 1933, as amended, based
on the average of the high and low prices, $33.375 and $32.875,
respectively, reported for the Common Stock on the New York Stock
Exchange for September 18, 1995.
(2) Estimated number of shares of Common Stock that could be purchased
and sold under the Plan in the open market on the basis of the
stock prices used to determine the registration fee and anticipated
employee selection of the Company stock account of the Plan.
<PAGE>
REGISTRATION STATEMENT
ON
FORM S-8
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Incorporated by reference in this Registration Statement are the following
documents filed with the Securities and Exchange Commission (the
"Commission"):
(a) The Annual Report on Form 10-K for the fiscal year ended
February 2, 1995 of Albertson's, Inc. (the "Company");
(b) The Company's Quarterly Report on Form 10-Q for the 13 weeks
ended May 4, 1995;
(c) The Company's Quarterly Report on Form 10-Q for the 26 weeks
ended August 3, 1995;
(d) The Plan's Annual Report on Form 11-K for the fiscal year
ended January 31, 1995.
(e) The description of the Company's Common Stock contained its
Registration Statement on Form 8-A, dated January 29, 1976,
as amended by Amendment to Application or Report on Form 8
dated February 12, 1976 and the description of Common Stock
purchase rights contained in its Registration Statement on
Form 8-A, dated March 3, 1987.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Company's By-Laws provide that each person who was or is made
a party to, or is involved in, any action, suit or proceeding by reason
of the fact that he or she was a director or officer of the Company (or
was serving at the request of the Company as a director, officer,
employee or agent for another entity) will be indemnified and held
harmless by the Company, to the fullest extent authorized by the
Delaware General Corporation Law.
Under Section 145 of the Delaware General Corporation Law, a
corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
him or her if he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to the best interests of,
the corporation and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful. In
the case of an action brought by or in the right of a corporation, the
corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees) actually and
reasonably incurred by him or her if he or she acted in good faith and
in a manner he or she reasonably believed to be in the best interests of
the corporation, except that no indemnification shall be made in respect
to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless a court finds that, in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court shall
deem proper.
The Company's Restated Certificate of Incorporation provides that,
to the fullest extent permitted by the Delaware General Corporation Law
as the same exists or may hereafter be amended, a director of the
Registrant shall not be liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director. The
Delaware General Corporation law permits Delaware corporations to
include in their certificates of incorporation a provision eliminating
or limiting director liability for monetary damages arising from
breaches of fiduciary duty. The only limitations imposed under the
statute are that the provision may not eliminate or limit a director's
liability (i) for breaches of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good
faith or involving intentional misconduct or known violations of law,
(iii) for the payment of unlawful dividends or unlawful stock purchases
or redemptions or (iv) for transactions in which the director received
an improper personal benefit.
The Company is insured against liabilities that it may incur by
reason of its indemnification of officers and directors in accordance
with its By-Laws. In addition, directors and officers are insured, at
the Company's expense, against certain liabilities which might arise out
of their employment and not subject to indemnification under the By-
Laws.
<PAGE>
The foregoing summaries are necessarily subject to the complete
text of the statute, Restated Certificate of Incorporation, By-Laws and
agreements referred to above and are qualified in their entirety by
reference thereto.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Albertson's Employees' Tax Deferred Savings Plan (the "Plan")
is qualified under Section 401(a) of the Internal Revenue Code and the
Plan has been and any future amendment thereto will be submitted to the
Internal Revenue Service (IRS) in a timely manner and all changes
required by the IRS in order to qualify the Plan will be made.
Exhibit No. Description
4A Albertson's Employees' Tax Deferred Savings Plan (the
"Plan"), as restated and amended on June 23, 1994 to be
effective as of February 1, 1989.
4B Albertson's Employees' Tax Deferred Savings Trust is
incorporated herein by reference to Exhibit 4B to the
Company's Form S-8 Registration Statement No. 33-2139 filed
with the Commission on December 13, 1985.
23.1 Consent of Deloitte & Touche LLP.
24.02 Power of Attorney of A. Gary Ames.
24.03 Power of Attorney of Cecil D. Andrus.
24.04 Power of Attorney of John B. Carley.
24.05 Power of Attorney of Paul I. Corddry.
24.06 Power of Attorney of John B. Fery.
24.07 Power of Attorney of Clark A. Johnson.
24.08 Power of Attorney of Charles D. Lein.
24.10 Power of Attorney of Gary G. Michael.
24.12 Power of Attorney of J. B. Scott.
24.13 Power of Attorney of Will M. Storey.
24.14 Power of Attorney of Steven D. Symms.
Item 9. Undertakings.
1. The undersigned registrant hereby undertakes:
<PAGE>
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 (the "Act");
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment hereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange of 1934 (the "Exchange Act") that are
incorporated by reference in this Registration Statement.
(b) That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned registrant hereby undertakes that, for the
purposes of determining any liability under the Act, each filing of the
registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification of liabilities arising under the
Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 15 above,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
<PAGE>
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by its is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boise, State of
Idaho, on this 20th day of September, 1995.
ALBERTSON'S, INC.
BY: A. Craig Olson
A. Craig Olson
Senior Vice President,
Finance and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
* Chairman of the Board, Chief September 20, 1995
Gary G. Michael Executive Officer and Director
(Principal Executive Officer)
A. Craig Olson Senior Vice President, Finance September 20, 1995
A. Craig Olson and Chief Financial Officer
(Principal Financial Officer)
Richard J. Navarro Group Vice President and September 20, 1995
Richard J. Navarro Controller
(Principal Accounting Officer)
----- Director ------
Kathryn Albertson
* Director September 20, 1995
A. Gary Ames
<PAGE>
* Director September 20, 1995
Cecil D. Andrus
* Director September 20, 1995
John B. Carley
* Director September 20, 1995
Paul I. Corddry
* Director September 20, 1995
John B. Fery
* Director September 20, 1995
Clark A. Johnson
* Director September 20, 1995
Charles D. Lein
----- Director ------
Warren E. McCain
----- Director ------
Beatriz Rivera
* Director September 20, 1995
J. B. Scott
* Director September 20, 1995
Will M. Storey
* Director September 20, 1995
Steven D. Symms
By: A. Craig Olson
A. Craig Olson
Attorney-in-Fact
September 20, 1995
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
4A Albertson's Employees' Tax Deferred Savings Plan
(the "Plan"), as restated and amended on June 23,
1994 to be effective as of February 1, 1989. 10
4B Albertson's Employees' Tax Deferred Savings Trust
is incorporated herein by reference to Exhibit 4B
to the Company's Form S-8 Registration Statement No.
33-2139 filed with the Commission on December 13, 1985. --
23.1 Consent of Deloitte & Touche LLP. 59
24.02 Power of Attorney of A. Gary Ames. 60
24.03 Power of Attorney of Cecil D. Andrus. 61
24.04 Power of Attorney of John B. Carley. 62
24.05 Power of Attorney of Paul I. Corddry. 63
24.06 Power of Attorney of John B. Fery. 64
24.07 Power of Attorney of Clark A. Johnson. 65
24.08 Power of Attorney of Charles D. Lein. 66
24.10 Power of Attorney of Gary G. Michael. 67
24.12 Power of Attorney of J. B. Scott. 68
24.13 Power of Attorney of Will M. Storey. 69
24.14 Power of Attorney of Steven D. Symms. 70
Page 9 of 70
<PAGE>
EXHIBIT 4A
ALBERTSON'S EMPLOYEES' TAX DEFERRED SAVINGS PLAN
Second Amendment and Restatement Effective February 1, 1989
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I - DEFINITIONS...................................2
ARTICLE II - SERVICE AND LEAVE OF ABSENCE
2.1 Year of Service.................................7
2.2 One Year Break in Service.......................7
2.3 Hours of Service................................8
ARTICLE III - ELIGIBILITY AND PARTICIPATION
3.1 Initial Participation...........................10
3.2 Termination of Participation....................10
3.3 Participation Following Re-Employment or
Ineligible Employment................................11
ARTICLE IV - SALARY DEFERRAL CONTRIBUTIONS
4.1 Amount of Contributions.........................12
4.2 Salary Deferral Agreements......................12
4.3 Limitation on Salary Deferral
Contributions........................................13
4.4 Adjustment to Actual Deferral Percentage........13
4.5 Supplemental Company Contributions..............14
4.6 Time for Payment................................14
4.7 Duties of Trustees Regarding Company
Contributions........................................15
4.8 Return of Contributions.........................15
4.9 For Exclusive Benefit of Employees..............15
4.10 Hardship Withdrawals During Employment..........16
ARTICLE V - ACCOUNTS, ALLOCATIONS AND VESTING
5.1 Participant Accounts............................18
5.2 General Limitation on Allocations to
Participants.........................................18
5.3 Vesting.........................................20
ARTICLE VI - VOLUNTARY CONTRIBUTIONS AND ROLLOVER
CONTRIBUTIONS
6.1 Voluntary Contributions.........................21
6.2 Rollover Contributions..........................21
ARTICLE VII - VALUATION
7.1 Valuation of Trust Fund.........................22
7.2 Notice of Value of Participant's Accounts.......22
<PAGE>
ARTICLE VIII - PAYMENT OF ACCOUNT BALANCES
8.1 Right to Benefits...............................23
8.2 Time for Making Distributions...................23
8.3 Form of Benefit.................................24
8.4 General Limitation..............................25
8.5 Persons Under Legal or Other Disability.........25
8.6 Designation of Beneficiaries....................25
8.7 Missing Participants or Beneficiaries...........25
8.8 Spousal Consent.................................26
8.9 Withdrawal Prior to Termination.................26
8.10 Direct Rollovers and Withholding................26
ARTICLE IX - LIMITATIONS OF RIGHTS
9.1 Non-Transferability of Benefits................28
9.2 Employees' Rights; Limitations..................28
ARTICLE X - AMENDMENT; MERGER, CONSOLIDATION OR TRANSFER OF
ASSETS; TERMINATION
10.1 Amendment.......................................29
10.2 Merger, Consolidation or Transfer of Assets.....29
10.3 Termination.....................................29
10.4 Discontinuance of Contributions.................30
10.5 Limitations.....................................30
10.6 Notice of Amendment, Termination or Partial
Termination..........................................30
ARTICLE XI - TRUST FUND
11.1 Trust Agreement.................................31
11.2 Trust Contributions.............................31
11.3 Trust Fund Investments..........................31
11.4 Investment Manager..............................31
11.5 Investment of Participant Accounts..............31
ARTICLE XII - CLAIM AND REVIEW PROCEDURE
12.1 Definitions.....................................33
12.2 Claim Filing Procedure..........................33
12.3 Consideration of Claim; Rendering of Decision...33
12.4 Appellate Review Procedure......................34
12.5 Limitation on Claims Procedure..................34
12.6 Other Remedies..................................35
12.7 Authorized Representatives......................36
ARTICLE XIII - ADMINISTRATION
13.1 Allocation of Responsibility Among
Fiduciaries..........................................36
<PAGE>
13.2 Trustees' Administration Responsibilities.......36
13.3 Other Powers....................................36
13.4 More Than One Trustee...........................37
ARTICLE XIV - TOP-HEAVY PROVISIONS
14.1 Special Rules Applicable for Top-Heavy
Plan Years...........................................38
14.2 Definitions Relating to Top-Heavy
Provisions...........................................39
ARTICLE XV - LOANS TO PARTICIPANTS
15.1 Requirements for Loan...........................41
15.2 Repayment.......................................42
ARTICLE XVI - MISCELLANEOUS
16.1 Governing Law...................................43
16.2 Information Returns.............................43
16.3 Company Action..................................43
16.4 Company Records.................................43
16.5 No Guarantee of Interests.......................43
16.6 Interpretations and Adjustments.................43
16.7 Uniform Rules...................................43
16.8 Evidence........................................43
16.9 Waiver of Notice................................43
16.10 Gender and Number..............................44
<PAGE>
ALBERTSON'S EMPLOYEES' TAX DEFERRED SAVINGS PLAN
Second Amendment and Restatement Effective February 1, 1989
THIS EMPLOYEES' TAX DEFERRED SAVINGS PLAN was originally
established effective February 1, 1986 by Albertson's, Inc., a
Delaware corporation, and has since been amended from time to
time.
WITNESSETH:
Albertson's, Inc. does hereby amend and restate the
ALBERTSON'S EMPLOYEES' TAX DEFERRED SAVINGS PLAN (the "Plan"), in
its entirety, effective as of February 1, 1989. The Plan was
established and is continued to provide funds for the benefit of
eligible employees upon retirement, death, disability or
termination of employment.
Unless otherwise expressly provided, the amendments made
to this Plan, as amended and restated effective February 1, 1989,
shall apply only to periods which commence on or after February
1, 1989.
<PAGE>
ARTICLE I
DEFINITIONS
The following terms, when used in the Plan, shall have
the meaning set forth below, unless a different meaning is
plainly required by the context:
"Affiliated Company" means the Company, and any other
employer that is, along with the Company, a member of a
controlled group of corporations or under common control (as
defined in Section 414(b) and (c) of the Code), a member of an
affiliated service group (as defined in Section 414(m) of the
Code) which includes the Company or any other entity required to
be aggregated with the Company pursuant to regulations under
Section 414(o) of the Code.
"Agent for Service" means the Trustees or any member
thereof.
"Authorized Absence" means any of the following periods
of absence from employment from the Company:
(a) layoffs, not in excess of 6 months, due to
temporary closing or downturn of business,
(b) leaves of absence authorized by the Company in
accordance with standard personnel policies applied in a
uniform and nondiscriminatory manner to all Employees
similarly situated, and
(c) military leave while the Employee's rights are
protected by law; provided the Employee returns to
employment with the Company immediately (but in the case
of military leave, within the 90-day period following
release or discharge from the military or within the
period prescribed by applicable law, whichever is longer)
upon the expiration of such periods of absence.
"Beneficiary" means the person or persons who become
entitled to receive payments in the event of the death of a
Participant in accordance with the provisions of Section 8.7.
"Code" means the Internal Revenue Code of 1986, as
amended. Reference to a section of the Code shall include that
section and any comparable section or sections of any future
legislation that amends, supplements or supersedes said section.
"Company" means Albertson's, Inc., a corporation organized
and existing under the laws of the State of Delaware, or its
successor or successors.
<PAGE>
"Compensation" means wages within the meaning of Section
3401(a) of the Code and all other payments of compensation
received by an Employee from the Company for the Plan Year with
respect to which the Company is required to furnish the Employee
a written statement, (i.e., a Form W-2) under Section 6041 of the
Code, together with any Salary Deferral Contributions made by the
Company on behalf of the Employee that are not includible in
gross income under 402(a)(8) of the Code. Provided, however,
Compensation shall be reduced by all of the following items (even
if includible in gross income): reimbursements or other expense
allowances, fringe benefits (cash and noncash), moving expenses,
deferred compensation, and welfare benefits. For purposes only
of Article XIV, and for determining the limitations on Salary
Deferral Contributions under Section 4.3 and allocations to
Participants under Section 5.2, the term Compensation shall have
the same meaning as provided in Section 1.415-2(d)(11)(i) of the
Regulations. Only Compensation received by an Employee while a
Participant shall be taken into account for purposes of Section
4.3. Notwithstanding the foregoing, effective for Plan Years
beginning after December 31, 1988 and before January 1, 1994,
Compensation shall not include amounts in excess of $200,000
(adjusted at the same time and in the same manner as permitted
under Section 415(d) of the Code). For Plan Years beginning after
December 31, 1993, the dollar limitation is $150,000 (adjusted in
accordance with Section 401(a)(17)(B) of the Code). For purposes
of applying the foregoing dollar limitations on Compensation, a
Highly Compensated Employee who is a 5% owner or one of the ten
most Highly Compensated Employees (ranked on the basis of
Compensation for the Plan Year) of the Company and any lineal
descendants who have not attained age 19 will be treated as a
single Employee and the dollar limit will be allocated among the
Highly Compensated Employee and affected individuals in
proportion to each such individual's Compensation prior to the
application of this limitation.
"Disability" means the inability of a Participant to
engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be
expected to result in death or to be of long, continued and
indefinite duration. Such Disability shall be determined based
on the same criteria and in the same manner as provided for the
determination of disability under either the Albertson's, Inc.
Employees' Disability Benefits Plan or the Albertson's Southern
Region Employees' Disability Benefits Plan.
"Employee" means any individual who is employed by the
Company. A person who is not employed by the Company but who
provides services for the Company pursuant to an agreement
between the Company and a leasing organization shall be
considered a "leased employee" if such person performs such
services on a substantially full-time basis for at least 12
months and the services are of a type historically performed by
employees in the business field of the Company. A person who is
considered a leased employee of the Company shall not be
considered an Employee for purposes of the Plan but shall be
considered an employee for purposes of the requirements of
Section 414(n)(3) of the Code. Notwithstanding the foregoing, if
leased employees constitute less than 20 percent (20%) of the
Company's nonhighly compensated work force within the meaning of
<PAGE>
Section 414(n)(5)(C)(ii) of the Code, any leased employee covered
by a plan described in Section 414(n)(5)(B) of the Code shall not
be considered an employee of the Company for any purpose.
"Enrollment Date" means, effective February 1, 1993, the
first day of the next payroll period which is no less than ten
days following the date the Salary Deferral Agreement is received
by the Trustees. Prior to February 1, 1993, "Enrollment Date"
means the February 1, May 1, August 1 and November 1 of each year
which is no less than ten days following the date the Salary
Deferral Agreement is received by the Trustees or such earlier
date as may be approved by the Trustees in a nondiscriminatory
manner.
"ERISA" means the Employee Retirement Income Security Act
of 1974, as amended.
"Family Member" means, with respect to a Participant, the
Participant's spouse, the Participant's lineal descendants and
ascendants and their spouses as described in Section 414(q)(6)(B)
of the Code.
"Fiduciary" means any person who: (a) exercises any
discretionary authority or control respecting management of the
Plan or exercises any authority or control respecting management
or disposition of the assets of the Plan, (b) renders investment
advice for a fee or any other compensation, direct or indirect,
with respect to any monies or other property of the Trust Fund,
or has any authority or responsibility to do so, or (c) has any
discretionary responsibility in the administration of the Plan
and Trust.
"Highly Compensated Employee" means an Employee or former
Employee described in Section 414(q) of the Code and the
regulations thereunder. Generally, an Employee is considered a
Highly Compensated Employee if the Employee is described in one
or more of the following groups:
(a) An Employee who is a 5% owner, as defined in Section
415(i)(1)(A)(iii) of the Code, at any time during the
determination year or the look-back year.
(b) An Employee who receives Compensation in excess of
$75,000 (indexed in accordance with Section 415(d) of the Code)
during the look-back year.
(c) An Employee who receives Compensation in excess of
$50,000 (indexed in accordance with Section 415(d) of the Code)
during the look-back year and is a member of a top-paid group
(i.e., among the top 20% of Employers ranked on the basis of
Compensation received during the year) for the look-back year.
(d) An Employee who is an officer, within the meaning of
Section 416(i) of the Code, during the look-back
<PAGE>
year and who received Compensation in the look-back year greater
than 50% of the dollar limitation in effect under Section
415(b)(1)(A) of the Code for the calendar year in which the look-
back year begins, or
(e) An Employee who is both described in paragraph (b),
(c) or (d) above when those paragraphs are modified to substitute
the determination year for the look-back year and one of the 100
Employees who receive the most compensation from the Company
during the determination year.
The determination year is the Plan Year. The look-back year is
the prior Plan Year. Generally, a former Employee is considered
a Highly Compensated Employee if the former Employee separated
from service with the Company in a year prior to the Plan Year
and was a Highly Compensated Employee in the year of separation
from service or in any Plan Year after attaining age 55.
"Investment Accounts" means those self-directed
investment options established by the Trustees pursuant to
Section 11.5.
"Investment Manager" means any Fiduciary who renders
investment advice to the Committee or Trustee and: (a) is
registered as an investment advisor under the Investment Advisers
Act of 1940, (b) is a bank, as defined in that Act, or (c) is an
insurance company qualified to manage, acquire or dispose of any
trust asset under the laws of more than one state; and who has
acknowledged in writing that he is a Fiduciary with respect to
the Plan.
"Named Fiduciary" means the Trustees.
"Participant" means any Employee who becomes a Participant
as provided in Article III hereof. Whether or not an Employee is
eligible to be a Participant shall be determined by the Trustees.
"Participant Account" means the account and subaccounts
established and maintained for each Participant pursuant to
Article V.
"Plan" means the plan set forth in and created by this
document, and all subsequent amendments thereto.
"Plan Year" means the fiscal year of the Plan and shall be
the 12-month period commencing on February 1 and ending January
31.
"Related Plan" means any defined contribution plan (as
defined in Section 415(k) of the Code) maintained by the Company
or by any other employer that is, along with the Company, a
member of a controlled group of corporations or under common
control (as defined in Section 414(b) and (c) of the Code, as
modified by Section 415(h) thereof), by any
<PAGE>
member of an affiliated service group (as defined in Section
414(m) of the Code) or by any other entity required to be
aggregated with the Company pursuant to regulations under Section
414(o) of the Code.
"Salary Deferral Agreements" means the agreements
described in Section 4.2 pursuant to which the Company will make
Salary Deferral Contributions to the Plan.
"Salary Deferral Contributions" means those contributions
made by the Company as specified in applicable Salary Deferral
Agreements pursuant to Section 4.2.
"Supplemental Company Contributions" means those
contributions made by the Company pursuant to Section 4.5.
"Trust" means the trust set forth in and created by the
Albertson's Employees' Tax Deferred Savings Trust, as adopted
effective February 1, 1986 and all subsequent amendments thereto.
"Trust Fund" means all assets held by the Trustees for the
Company under the Trust.
"Trustees" means the trustee or trustees of the trust
created pursuant to the Plan and any duly appointed and qualified
successor trustee or trustees.
"Valuation Date" means each date the Trust Fund is valued
by the Trustees in accordance with Section 7.1.
<PAGE>
ARTICLE II
SERVICE AND LEAVE OF ABSENCE
2.1 Year of Service. "Year of Service" means a 12
consecutive month period during which an Employee has completed
at least 1,000 Hours of Service (as defined in Section 2.3 below)
with the Company. For purposes of participation under Article
III of the Plan:
2.1.1 An Employee will be deemed to have
completed a Year of Service for the 12-month period
commencing on his employment commencement date, and for
each 12-month period commencing on an anniversary of his
employment commencement date, if the Employee has
completed 1,000 Hours of Service with the Company during
each such 12-month period. Provided, however, if an
Employee has a One Year Break in Service prior to becoming
a Participant, this 2.1.1 shall no longer apply and Years
of Service credited hereunder prior to such One Year Break
in Service shall be disregarded if the number of
consecutive One Year Breaks in Service equals or exceeds
the greater of five or the number of Years of Service to
his credit at the beginning of such One Year Break in
Service.
2.1.2 An Employee will be deemed to have
completed a Year of Service for the 12-month period
commencing on his reemployment commencement date, and for
each 12-month period commencing on an anniversary of his
reemployment commencement date, if the Employee has
completed 1,000 Hours of Service with the Company during
each such 12-month period. Provided, however, if an
Employee has a One Year Break in Service prior to becoming
a Participant, Years of Service credited hereunder prior
to such One Year Break in Service shall be disregarded if
the number of consecutive One Year Breaks in Service
equals or exceeds the greater of five or the number of
Years of Service to his credit at the beginning of the
first such One Year Break in Service.
2.1.3 For purposes of this Section 2.1, an
Employee's employment commencement date is the first day
for which the Employee is entitled to be credited with an
Hour of Service, and an Employee's reemployment
commencement date is the first day for which the Employee
is entitled to be credited with an Hour of Service
following a One Year Break(s) in Service.
2.2 One Year Break in Service. The term "One Year
Break in Service" means a 12 consecutive month period during
which an Employee or Participant is credited with 500 or fewer
Hours of Service with the Company. The 12-month period shall be
that required to determine a Year of Service in Section 2.1. A
Break in Service shall not be deemed to have occurred during any
period of Authorized Absence.
<PAGE>
2.3 Hours of Service. The term "Hour of Service",
with respect to any Employee, shall include:
2.3.1 Each hour for which an Employee is
paid, or entitled to payment, for the performance of
duties for the Company or an Affiliated Company. These
hours shall be credited to the Employee for the
computation period or periods in which the duties are
performed.
2.3.2 Each hour for which an Employee is
paid, or entitled to payment, by the Company or an
Affiliated Company on account of a period of time during
which no duties are performed (irrespective of whether the
employment relationship has terminated) due to vacation,
holiday, illness, incapacity (including disability), lay
off, jury duty, military duty or leave of absence. Hours
under this paragraph shall be calculated and credited
pursuant to Section 2530.200b-2 of the Department of Labor
Regulations which are incorporated herein by this
reference.
2.3.3 Each hour for which back pay,
irrespective of mitigation of damages, is either awarded
or agreed to by the Company or an Affiliated Company.
These hours shall be credited to the Employee for the
computation period or periods to which the award or
agreement pertains rather than the computation period in
which the award, agreement or payment is made.
2.3.4 Hours of Service shall be determined on
the following basis: for hourly paid Employees, from
records of the Company or Affiliated Company of hours
worked and hours for which payment is made or due as
determined under this Section 2.3, and for salaried
Employees, on the basis of 48 hours per week, with an
Employee receiving credit for a full week for each week
during which he has one Hour of Service. An Employee
shall not receive credit more than once for any Hour of
Service.
2.3.5 For purposes only of determining a One
Year Break in Service:
(a) For any period of Authorized Absence, Hours
of Service are determined on the basis of a 48-hour
week or pro rata portion thereof.
(b) For any period of absence (i) by reason of
the pregnancy of the Employee, the birth of a child
of the Employee, or the placement of a child with the
Employee in connection with the adoption of such
child by the Employee or (ii) for purposes of caring
for such child of the Employee for a period beginning
immediately following such birth or placement, Hours
of Service are determined under 2.3.5(c) and (d).
<PAGE>
(c) The hours to be credited as Hours of
Service for purposes of 2.3.5(b) shall be those Hours
of Service which otherwise would normally have been
credited to the Employee under the Plan, except that
if the Trustees are unable to determine the
foregoing, 8 Hours of Service shall be credited to
the Employee for each working day of such absence.
Provided, that the total Hours of Service to be
credited by reason of any one pregnancy or placement
shall not exceed 501.
(d) The Hours of Service described in 2.3.5(b)
and (c) shall be credited only to the computation
period in which the period of absence begins if the
Employee would be prevented from incurring a One Year
Break in Service in such period solely because such
period of absence is treated as Hours of Service
hereunder, or, in any other case, in the immediately
following computation period.
2.3.6 Provisions of this Section 2.3 shall be
construed so as to resolve any ambiguities in favor of
crediting an Employee with Hours of Service.
<PAGE>
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1 Initial Participation Each Employee shall become
a Participant in the Plan as of the date on which the Employee
completes one Year of Service and attains age 21; provided he is
an Employee as of the date he is to become a Participant.
Notwithstanding the foregoing, every Employee who, as of the date
he otherwise satisfies the participation requirements of this
Section, is covered by a collective bargaining agreement, where
the parties to such agreement engaged in good faith bargaining
with respect to retirement benefits, shall be excluded from
participation in the Plan. The preceding sentence shall not
apply to any Employee covered by a collective bargaining
agreement during any period when such agreement provides for
participation in either the Albertson's Salaried Employees'
Pension Plan or the Albertson's Employees' Corporate Pension
Plan, or the successor of either plan.
3.2 Termination of Participation A Participant shall
continue to be such until the first to occur of the following
events:
3.2.1 Normal or Late Retirement. The
Participant retires from the employ of the Company on
or after the date on which he attains age 62 years.
Until actual retirement, a Participant shall continue
to participate in the Plan.
3.2.2 Disability Retirement. The Participant
retires or is retired from the employ of the Company
because of Disability, irrespective of his age.
3.2.3 Death. The Participant dies.
3.2.4 Resignation or Dismissal. The
Participant resigns or is dismissed from the employ of
the Company before retirement in accordance with 3.2.1
or 3.2.2 above.
3.2.5 Ineligible Employment. The Participant
transfers employment to a position represented by a
collective bargaining agreement, where the parties to
such agreement engaged in good faith bargaining with
respect to retirement benefits, unless the agreement
provides for participation in either the Albertson's
Salaried Employees' Pension Plan or the Albertson's
Employees' Corporate Pension Plan, or the successor of
either plan.
<PAGE>
3.3 Participation Following Re-Employment or
Ineligible Employment.
3.3.1 Former Participants. A former
Participant shall become a Participant immediately
upon his return to the employ of the Company or return
to an eligible class of Employees.
3.3.2 Transfer to Eligible Class of
Employees. In the event an Employee who has never
been a Participant because the Employee was not a
member of the eligible class of Employees becomes a
member of the eligible class, the Employee shall
participate immediately if such Employee has satisfied
the requirements of Section 3.1, and would have
previously become a Participant had the Employee been
in the eligible class.
<PAGE>
ARTICLE IV
SALARY DEFERRAL CONTRIBUTIONS
4.1 Amount of Contributions. For each Plan Year, the
Company shall contribute to the Plan an amount equal to the total
of all Salary Deferral Contributions for such Plan Year agreed to
be made by the Company pursuant to Salary Deferral Agreements
applicable to such Plan Year, subject to the limitations of
Section 4.2. However, in no event shall the total contribution
for any Plan Year pursuant to this Section 4.1 exceed the amount
deductible by the Company for such Plan Year for income tax
purposes under the applicable provisions of the Code.
4.2 Salary Deferral Agreements. A Participant may
elect to enter into a written Salary Deferral Agreement with the
Company effective as of the next Enrollment Date. Subject to
Section 3.1, a Salary Deferral Agreement will be applicable to
all Plan Years, until otherwise modified, terminated or suspended
as provided herein. The terms of any Salary Deferral Agreement
shall provide that the Participant agrees to accept a reduction
in Compensation from the Company equal to any whole percentage of
his base Compensation, not to exceed 15% of such base
Compensation and, effective for taxable years beginning after
1986, not to exceed $7,000 (as adjusted pursuant to Section
402(g)(5) of the Code) for any taxable year of the Participant.
In consideration of such agreement, the Company shall make a
Salary Deferral Contribution to the Plan on behalf of the
Participant for each applicable Plan Year in an amount equal to
the total amount by which the Participant's Compensation from the
Company was reduced during the Plan Year pursuant to the Salary
Deferral Agreement. In addition to other applicable provisions
provided herein, Salary Deferral Agreements shall be governed by
the following:
4.2.1 A Salary Deferral Agreement shall apply
to each Plan Year during which an effective Salary
Deferral Agreement is on file with the Company.
4.2.2 A Salary Deferral Agreement, and
amendments thereto, shall be effective as of, and
shall not apply to any payroll period preceding, the
effective date specified therein, which date may not
precede the next Enrollment Date. Notwithstanding the
foregoing, an amendment to a Salary Deferral Agreement
which terminates a Salary Deferral Contribution shall
be effective as specified therein, without regard to
Enrollment Dates.
4.2.3 Anything to the contrary
notwithstanding, the Company may amend or revoke its
Salary Deferral Agreement with any Participant during
or within 30 days after the close of the applicable
Plan Year, if the Company determines that such
revocation or amendment is necessary to insure that
<PAGE>
(a) a Participant's additions for any Plan Year will
not exceed the limitations of Section 5.2, (b) a
Participant's Salary Reduction Contributions do not
exceed the limitations of this Section, or (c) the
discrimination tests of Section 4.3 are met for such
Plan Year. In the event that the discrimination tests
of Section 4.3 are not otherwise satisfied with
respect to the Plan Year, sufficient Salary Deferral
Contributions shall be returned, pursuant to Section
4.4, to Highly Compensated Employees in a single sum
so that the discrimination tests are satisfied.
4.2.4 Except as specifically provided herein,
a Salary Deferral Agreement applicable to any given
Plan Year, once made, may not be revoked or amended by
the Participant.
4.3 Limitation on Salary Deferral Contributions.
Anything elsewhere to the contrary notwithstanding, effective for
Plan Years beginning after 1986, the actual deferral percentage
for eligible Highly Compensated Employees for each Plan Year must
bear a relationship to the actual deferral percentage for all
other Participants for the Plan Year which meets either of the
following tests:
4.3.1 The actual deferral percentage for the
group of eligible Highly Compensated Employees is not
more than the actual deferral percentage of all other
eligible Participants multiplied by 1.25; or
4.3.2 The actual deferral percentage for the
group of eligible Highly Compensated Employees is not
more than two times the actual deferral percentage for
all other Participants and the excess of the actual
deferral percentage for the group of eligible Highly
Compensated Employees over that of all other eligible
Participants is not more than two percentage points.
An eligible Highly Compensated Employee or other Participant
includes a Participant whose right to elect to receive Salary
Deferral Contributions is restricted for failure to enter into a
Salary Deferral Agreement or is suspended pursuant to Section
4.10(c). The actual deferral percentage for a specified group of
Participants for a Plan Year shall be the average of the ratios
(calculated separately for each Participant in such group) of (a)
the amount of Salary Deferral Contributions actually paid over to
the Plan on behalf of each such Participant for the Plan Year
(i.e., amounts with respect to services performed by the
Participant during the Plan Year and, but for the Salary Deferral
Agreement, would have been paid to the Participant during the
Plan Year or within two and one-half months after the close of
the Plan Year), to (b) the Participant's Compensation for the
Plan Year. Salary Deferral Contributions on behalf of Highly
Compensated Employees (but not other Participants) which exceed
the dollar limitation under Section 4.2 are included in the
actual deferral percentage for the Plan Year to which they
relate. The actual deferral percentage of a Highly Compensated
<PAGE>
Employee who is a 5-percent owner or one of the ten most highly
compensated Employees of the Company shall be determined by
including Compensation and Salary Deferral Contributions of any
Family Members in the Compensation and Salary Deferral
Contributions of such Highly Compensated Employee (as if the
family group were one Highly Compensated Employee) and such
affected Family Members shall be disregarded in determining the
actual deferral percentage of all other Participants. In all
cases, the determination and treatment of the actual deferral
percentage of any Participant shall satisfy such other
requirements as may be required by regulations promulgated under
the Code.
4.4 Adjustment to Actual Deferral Percentage. If, at
the end of any Plan Year, neither of the tests set forth in
Section 4.3 is satisfied for such Plan Year, the Salary Deferral
Contributions made by the Company for such Plan Year on behalf of
Highly Compensated Participants shall be reduced to the extent
necessary to comply with one of the tests set forth in Section
4.3. Such reduction shall be made to the Salary Deferral
Contributions of the Highly Compensated Employee electing the
highest percentage of Salary Deferral Contributions until one of
the tests set forth in Section 4.3 is satisfied or until such
Participant's Salary Deferral Contributions are reduced to the
same percentage level as the Highly Compensated Employee electing
the second highest percentage of Salary Deferral Contributions.
If further reductions are required, then both such Participants'
Salary Deferral Contributions shall be reduced until one of the
tests set forth in Section 4.3 is satisfied or until the two
Participants' Salary Deferral Contributions are at the same
percentage level as the Highly Compensated Employees electing the
third highest percentage of Salary Deferral Contributions and
such reductions shall continue to be made in a similar manner to
the Highly Compensated Employees who elected the highest
percentage of Salary Deferral Contributions to the lowest until
one of the tests set forth in Section 4.3 is satisfied. The
reductions in Salary Deferral Contributions, adjusted for income
or loss, shall be allocated and distributed to the affected
Highly Compensated Employees on or before April 15 following the
end of the Plan Year, if feasible, but in no event later than the
close of the Plan Year next following the Plan Year to which the
Salary Deferral Contributions relate. If there is a loss
allocable to such excess Salary Deferral Contributions, the
reduction shall not then be less than the lesser of the
Participant's Account or the Participant's Salary Deferral
Contributions for the Plan Year. Salary Deferral Agreements
entered into by all Participants who are not Highly Compensated
Employees shall not be affected by this Section. The excess
Salary Deferral Contributions of a Highly Compensated Employee
subject to the Family Member aggregation rules of
Section 414(q)(6) of the Code shall be allocated among the Family
Members in proportion to the Salary Deferral Contributions of
each Family Member that is combined to determine the combined
actual deferral percentage.
4.5 Supplemental Company Contributions. The Company
may contribute to the Plan a Supplemental Company Contribution in
such amount as the Company, in its discretion, may determine.
Supplemental Company Contributions may be made only if, and to
the extent that, such contributions are necessary to satisfy one
<PAGE>
of the tests contained in Section 4.3 of the Plan. The
Supplemental Company Contribution for any Plan Year shall be
allocated to the Participant Account of each Participant on whose
behalf Salary Deferral Contributions were made for such Plan
Year; provided, no such allocation may be made to a Participant
who is a Highly Compensated Employee. Such allocation shall be
in the same proportion that each such Participant's Compensation
for such Plan Year bears to the aggregate Compensation of such
Participants for such Plan Year. Upon allocation to the
Participant Accounts, the Supplemental Company Contribution shall
be considered for all purposes of the Plan as Salary Deferral
Contributions and be subject to all of the provisions of the Plan
regarding Salary Deferral Contributions.
4.6 Time for Payment. The Company may make payment
of its contribution for a Plan Year in one sum or several
installments. Salary Deferral Contributions shall be paid to the
Trustees as of the earliest date on which such contributions can
reasonably be segregated from the Company's general assets, but
in any event within 90 days from the date on which such amounts
would otherwise have been payable to the Participant in cash.
Supplemental Company Contributions shall be paid to the Trustees
within the 12-month period immediately following the close of
such Plan Year.
4.7 Duties of Trustees Regarding Company
Contributions. All contributions made under the Plan by the
Company shall be delivered to the Trustees. The Trustees shall
be accountable for all contributions received by it but shall
have no duty to require any contributions to be delivered to it
or to determine if the contributions received comply with the
Plan.
4.8 Return of Contributions. Notwithstanding
anything herein to the contrary, upon the Company's request, a
Company contribution which was made by a mistake of fact or
conditioned upon the deductibility of the contribution under
Section 404 of the Code, shall be returned to the Company within
one year after the payment of the contribution or the
disallowance of the deduction (to the extent disallowed),
whichever is applicable. Each contribution made by the Company
pursuant to Sections 4.1 and 4.5 is made expressly contingent on
the deductibility thereof for federal income tax purposes for the
year with respect to which such contribution is made.
If during any taxable year of a Participant beginning
after 1986, the aggregate amount of his Salary Deferral
Contributions under the Plan and any other qualified cash or
deferred arrangement exceeds $7,000 (as adjusted pursuant to
Section 402(g)(5) of the Code) then the amount of such excess
shall be included in the Participant's gross income for the
taxable year for which such deferrals relate. Anything elsewhere
to the contrary notwithstanding, if prior to March 1 following
the close of a Participant's taxable year, the Participant
notifies the Trustees in writing that he requests a return of
part or all of his Salary Deferral Contributions for the prior
taxable year which exceed the $7,000 limit (as adjusted pursuant
to Section 402(g)(5) of the Code), the Trustees may (but are not
<PAGE>
required to) return (not later than the first April 15 after the
Participant's taxable year ends) the Participant's excess Salary
Deferral Contributions, adjusted for any applicable Trust Fund
gains or losses attributable to such excess Salary Deferral
Contributions. The Participant's request will be limited solely
to Salary Deferral Contributions deemed made in the immediately
prior taxable year. The Trustees shall establish such rules and
regulations as they deem necessary to carry out this Section.
4.9 For Exclusive Benefit of Employees. Any and all
contributions by the Company to the Plan, except as provided in
Section 4.8, shall be irrevocable, and neither such contributions
nor any income therefrom shall be used for, nor diverted to,
purposes other than for the exclusive benefit of Participants or
their Beneficiaries under the Plan.
4.10 Hardship Withdrawals During Employment. In the
case of a financial hardship, a Participant may apply, in
writing, to the Trustees for the immediate payment of part or all
of the balance of his Salary Deferral Contributions. The only
amounts available for hardship withdrawal are the sum of the
Participant's Account balance as of January 31, 1989 and Salary
Deferral Contributions made to such Account after that date. A
financial hardship shall be deemed to result with respect to
distributions for: (a) expenses for medical care (within the
meaning of Section 213(d) of the Code) previously incurred by the
Participant, his spouse, or dependents (within the meaning of
Section 152 of the Code) or necessary for these persons to obtain
medical care described in Section 213(d) of the Code; (b) costs
directly related to the purchase (excluding mortgage payments) of
a principal residence for the Participant; (c) payment of tuition
and related educational fees for the next 12 months of
post-secondary education for the Participant, his spouse,
children or dependents (within the meaning of Section 152 of the
Code); (d) payments necessary to prevent the eviction of the
Participant from the Participant's principal residence or
foreclosure of a mortgage on the principal residence of the
Participant; and (e) such other circumstances announced by the
Internal Revenue Service through the publication of revenue
rulings, notices and other documents of general applicability.
For the purpose of the foregoing, a financial hardship
shall mean an immediate and heavy financial need that cannot be
met from other resources of the Participant. A withdrawal shall
be deemed to be necessary to satisfy an immediate and heavy
financial need of the Participant if all of the following
requirements are satisfied:
(a) the withdrawal is not in excess of the
amount of the immediate and heavy financial need of
the Participant (i.e., the need may include any
amounts necessary to pay any federal, state or local
income taxes or penalties reasonably anticipated to
result from the withdrawal);
<PAGE>
(b) the Participant has obtained all
distributions, other than hardship withdrawals, and
all nontaxable loans currently available under all
other plans maintained by the Company;
(c) the Participant's Salary Deferral
Contributions under the Plan and his employee elective
contributions and employee contributions, other than
mandatory employee contributions to a defined benefit
plan, under all other Company maintained qualified and
nonqualified plans of deferred compensation, except
health or welfare benefit plans, are suspended for 12
months following receipt of the hardship withdrawal;
and
(d) the Participant's Salary Deferral
Contributions for the Participant's taxable year
immediately following the taxable year of the
hardship withdrawal may not exceed $7,000 (as adjusted
pursuant to Section 402(g)(5) of the Code for such
next taxable year) less the amount of his Salary
Deferral Contributions for the taxable year of the
hardship withdrawal.
The Trustees shall establish such rules as shall be
appropriate to effectuate the foregoing provisions regarding
hardship withdrawals.
<PAGE>
ARTICLE V
ACCOUNTS, ALLOCATIONS AND VESTING
5.1 Participant Accounts. A separate Participant
Account shall be established and maintained by the Trustees for
each Participant. Each Participant Account will reflect the
Participant's Salary Deferral Contributions together with the
income, losses, appreciation and depreciation attributable
thereto. Each Participant Account, as of each Valuation Date,
will be adjusted to reflect all withdrawals and distributions,
investment earnings and losses attributable thereto, and the then
fair market value of the Trust Fund.
5.2 General Limitation on Allocations to
Participants. Notwithstanding any other provisions of the Plan,
the Annual Addition (defined in 5.2.3) credited to a Participant
Account for any Plan Year shall not exceed an amount equal to:
5.2.1 The lesser of:
(a) $30,000 or, if greater, one-fourth
of the defined benefit dollar limitation set
forth in Section 415(b)(1) of the Code as in
effect for the limitation year; or
(b) 25 percent of the Compensation of the
Participant for the limitation year.
If the foregoing limitation is exceeded, the
Participant's Annual Addition shall be reduced as
provided in 5.2.4.
5.2.2 If a Participant also participates in a
defined benefit plan (as defined in Section 415(k) of
the Code) maintained by the Company, the sum of the
defined benefit plan fraction and the defined
contribution plan fraction (as such terms are defined
in Section 415(e) of the Code) shall not exceed 1.0
for any limitation year (defined in 5.2.5).
Notwithstanding the foregoing, the Trustees may elect
to apply a transition fraction to the defined
contribution plan fraction in accordance with Section
415(e)(6) of the Code and also adjust the numerator of
the defined contribution plan fraction pursuant to
Treasury Regulation Section 1.415-7(d)(1) and
questions T-6 and T-7 of Internal Revenue Service
Notice 83-10. If the sum of the fractions exceeds
1.0, the Participant's Annual Addition shall be
reduced as provided in 5.2.4.
5.2.3 The Annual Addition described in 5.2.1
subject to the above limitations consists of the following:
<PAGE>
(a) The amount of any Company contributions
(including Salary Deferral Contributions)
credited to the Participant's Account under the
Plan and the Participant's account under any
Related Plan during the Plan Year;
(b) The amount of any forfeitures credited
to the Participant's account under any Related
Plan during the Plan Year;
(c) The amount of any contributions made by
the Participant under any Related Plan during the
Plan Year;
(d) The amount allocated to the
Participant's individual medical account, as
defined in Section 415(l)(1) of the Code, under
any Related Plan during the Plan Year; and
(e) The amount attributable to
post-retirement medical benefits allocated to the
separate account of a Participant, who is a key
employee (as defined in Section 419A(d)(3) of the
Code), under a welfare benefit plan (as defined
in Section 419(e) of the Code) maintained by the
Company.
5.2.4 Any increases in the value of a
Participant's Account due to an increase in the fair
market value of the Trust Fund are not subject to the
limitations of 5.2.1. If as a result of the
allocation of forfeitures under a Related Plan, a
reasonable error in estimating a Participant's
Compensation, a reasonable error in determining the
amount of Salary Deferral Contributions that may be
made on behalf of a Participant under the limits of
Section 415 of the Code, or other limited facts and
circumstances which justify the availability of this
5.2.4, it is determined that the Annual Addition to a
Participant's Account would be in excess of the
limitations contained in this Section, such Annual
Addition shall be reduced, to the extent necessary to
bring such Annual Addition within such limitations, in
the following order:
(a) Any Participant contributions made by
the Participant under a Related Plan which are
included in such Annual Addition shall be
returned to a Participant and shall be treated as
a withdrawal of Participant contributions; and
(b) If there are no such Participant
contributions, or if such Participant
contributions are not sufficient to reduce the
Annual Addition to the limitations contained
herein, such Participant's Salary Deferral
Contribution for the Plan Year, adjusted for
<PAGE>
earnings or losses, shall be distributed to the
Participant to the extent necessary to reduce the
Annual Addition to the limitation contained
herein.
The portion of any Salary Deferral Contribution which
has been distributed to a Participant under this 5.2.4
for a Plan Year, shall not be taken into account for
purposes of the limitations under Sections 4.2 and
4.3.
5.2.5 For purposes of this Section, the term
"limitation year" means the period to be used in
determining the Plan's compliance with Section 415 of
the Code and the regulations thereunder. The Company
shall take all actions to ensure that the limitation
year is the same period as the Plan Year.
5.3 Vesting. A Participant's interest in his
Participant Account shall be fully vested and nonforfeitable at
all times.
<PAGE>
ARTICLE VI
VOLUNTARY CONTRIBUTIONS AND ROLLOVER CONTRIBUTIONS
6.1 Voluntary Contributions. No Participant
contributions shall be required or permitted under the Plan.
6.2 Rollover Contributions. No "rollover
contributions" to the Plan shall be permitted under the Plan.
<PAGE>
ARTICLE VII
VALUATION
7.1 Valuation of Trust Fund. The Trustees shall
determine the fair market value of the Trust Fund as of the last
day of each Plan Year (excluding the Company's contribution due
as of that day and any amounts distributed to Participants whose
participation was terminated during the period), and as of such
other dates as may be determined by the Trustees, in such manner
as the Trustees in their discretion shall prescribe but in
accordance with a method consistently followed and uniformly
applied.
7.2 Notice of Value of Participant's Accounts. As
soon as practicable after completion of the valuation provided
for in Section 7.l as of the last day of each Plan Year, the
Trustees shall give each Participant notice in writing of the
fair market value of his Participant Account.
<PAGE>
ARTICLE VIII
PAYMENT OF ACCOUNT BALANCES
8.1 Right to Benefits. If a Participant retires,
dies, resigns, is dismissed or terminates employment with the
Company for any other reason, his Participant Account will become
distributable to or for his benefit, or to or for the benefit of
his Beneficiary, as the case may be, in accordance with Sections
8.2 and 8.3.
8.2 Time for Making Distributions.
8.2.1 If a Participant Account becomes
distributable under Section 8.1, distribution of such
Account will be made or commenced, subject to the
requirements of this Section, as soon as is
administratively practicable following the date the
Participant's benefits become distributable. If the
balance of the Participant Account distributable to a
Participant or Beneficiary of a deceased Participant,
is $3,500 or less, such Account shall be distributed
in a lump sum in full satisfaction of the rights of
the Participant or Beneficiary. If the balance of the
Participant Account exceeds $3,500, distribution of
such Participant Account shall not be made prior to
the attainment of age 62 or death, whichever occurs
first, unless the Participant consents in writing to
such distribution. Unless the Participant elects
otherwise, distribution of the Participant Account
will be made or commenced no later than the 60th day
next following the close of the Plan Year during which
the Participant attains age 62 or terminates
employment with the Company, whichever occurs last.
Anything else to the contrary notwithstanding,
distribution of the Participant Account will be made
or commenced by April 1 of the calendar year following
the calendar year in which the Participant attains
70-1/2 without regard to whether the Participant has
terminated employment; provided that, prior to April
1, 1990, the foregoing shall only apply to 5% owners
of the Company (within the meaning of Section 416(i)
of the Code); and further provided, that a
Participant, other than a 5% owner of the Company, who
attained age 70-1/2 prior to 1988 shall have his
Participant Account distributed or shall commence
receiving distributions no later than April 1 of the
calendar year following the calendar year in which the
Participant terminates employment with the Company.
If a Participant is eligible to share in any
contribution or other amount not distributed pursuant
to the foregoing provisions, such amount shall be
distributed as soon as administratively practicable
after the time such amount is allocated on his behalf.
<PAGE>
8.2.2 If the Participant dies before
distribution of his Participant Account commences, the
Participant Account shall be distributed within five
years after the Participant's death except to the
extent that the Beneficiary elects to receive
distribution in accordance with (a) or (b) below:
(a) The Participant Account payable to the
Beneficiary may be distributed over a period not
exceeding the life expectancy of the Beneficiary
commencing no later than one year after the
Participant's death.
(b) If the Beneficiary is the deceased
Participant's surviving spouse, the distribution
of the Participant's Account may be delayed until
the date the Participant would have attained age
70-1/2, at which time the Participant Account may
be distributed over a period not exceeding the
spouse's life expectancy. If the spouse dies
before the distribution commences, the
Participant Account shall be distributed as if
the spouse had been the Participant.
8.2.3 If part or all of a Participant Account
is assigned to an alternate payee pursuant to a
qualified domestic relations order within the meaning
of Section 414(p) of the Code, distribution of the
assigned portion of such Account may be made or
commenced in accordance with this Section and Section
8.3 without regard to whether the Participant has
attained his "earliest retirement age" within the
meaning of Section 414(p) of the Code. For purposes
of the distribution of the assigned portion of the
Participant Account, the alternate payee will be
treated as if the alternate payee were a Participant.
8.3 Form of Benefit. If a Participant Account
becomes distributable by reason of the death of the Participant,
distribution of the balance in the Participant Account shall be
made in a single sum to the Participant Beneficiary. If a
Participant's Account becomes distributable upon termination of
participation in the Plan for any other reason, the Participant
shall, according to uniform and nondiscriminatory rules, select
one of the following methods of distribution.
8.3.1 By payment in a lump sum; or
8.3.2 By payment in a series of substantially
equal annual or more frequent installments, or other
method acceptable to the Trustees, over a period not
exceeding the life expectancy of the Participant or
the joint life expectancy of the Participant and his
Beneficiary, or such shorter period as may be required
so that the present value of the payments to be made
<PAGE>
to the Participant is more than 50% of the present
value of the total payments to be made to the
Participant and his Beneficiary.
Notwithstanding anything else to the contrary, benefits shall not
be payable in the form of an annuity.
8.4 General Limitation. Notwithstanding any of the
foregoing to the contrary, all distributions under the Plan shall
be made in conformance with the minimum distribution incidental
benefit requirements of Code Section 401(a)(9) and the
regulations thereunder.
8.5 Persons Under Legal or Other Disability. In the
event a Participant or Beneficiary is declared incompetent and a
conservator or other person legally charged with the care of his
person or of his estate is appointed, any benefits to which such
Participant or Beneficiary is entitled shall be paid to such
conservator or other person legally charged with the care of his
person or of his estate. Except as provided above in this
Section, when, in the opinion of the Trustees, a Participant or
Beneficiary is in any way incapacitated so as to be unable to
manage his financial affairs, the Trustees may make distributions
to his legal representative or to a relative or friend of such
person for his benefit.
8.6 Designation of Beneficiaries. Each Participant
from time to time, by signing a form furnished by the Company,
may designate any person or persons to whom his benefits under
the Plan are to be distributed if the Participant dies before
receiving all of such benefits. If the Participant is married
the Participant may not designate a Beneficiary other than the
Participant's spouse unless the Participant's spouse makes a
qualified consent as provided in Section 8.8. A beneficiary
designation form will be effective only when the form is filed in
writing with the Company while the Participant is alive and will
cancel all beneficiary designation forms previously signed and
filed by the Participant. If a Participant failed to designate a
Beneficiary before his death as provided above, or if the
Beneficiary designated by a deceased Participant dies before him
or before complete distribution of his benefits, the Beneficiary
designated shall be deemed to be the Participant's spouse, if the
Participant was married at the time of his death. If the
Participant was not married at the time of his death, the
Trustees shall make distribution of the Participant's interest in
the Trust Fund to the person or persons indicated below in the
following order of priority:
8.6.1 The issue of the Participant by right
of representation.
8.6.2 The parents of the Participant.
8.6.3 The siblings of the Participant and
their issue by right of representation.
<PAGE>
8.6.4 The executor, administrator or personal
representative of the Participant's estate.
8.7 Missing Participants or Beneficiaries. Each
Participant and each designated Beneficiary must file with the
Company from time to time in writing his post office address and
each change of post office address. Any communication, statement
or notice addressed to a Participant or Beneficiary at his last
post office address filed with the Company will be binding on the
Participant and his Beneficiary for all purposes of the Plan. If
(a) the Company or Trustees provide notice to a Participant or
Beneficiary that he is entitled to a distribution, (b) the
Participant or Beneficiary fails to claim his benefits under the
Plan or make his whereabouts known to the Company or the Trustees
within three calendar years after the notification, and (c) the
Trustees have made reasonable efforts to locate the Participant
or Beneficiary, the benefits under the Plan of the Participant or
Beneficiary will be forfeited and applied as follows: first, to
restore benefits to previously missing Participants or
Beneficiaries pursuant to this Section 8.7 and second, any
remaining amount shall be applied to reduce Company contributions
under the Plan. The foregoing to the contrary notwithstanding,
if a claim for benefits applied pursuant to the foregoing
provisions is made by a previously missing Participant or
designated Beneficiary who has not received such benefits and who
would otherwise be entitled thereto, the Participant's benefits
shall be restored and distributed under the applicable provisions
of the Plan.
8.8 Spousal Consent. The consent of a Participant's
spouse required by an election under this Article VIII shall be
irrevocable but shall not be effective unless the consent is in
writing, it acknowledges the effect of such election and is
witnessed by a Plan representative or a notary public. A consent
to a designation of a Beneficiary other than the spouse must
designate a Beneficiary which cannot be changed without spousal
consent (unless the consent of the spouse expressly permits
designations by the Participant without spousal consent). Any
consent by a Participant's spouse shall be void if the
Participant remarries. A consent shall not be required if it is
established to the satisfaction of the Trustees that the spouse
cannot be located or that there is some other circumstance
precluding such consent as set forth in regulations under Section
417 of the Code. If the spouse is legally incompetent to give
consent, the spouse's legal guardian, even if such guardian is
the Participant, may give consent.
8.9 Withdrawal Prior to Termination. A Participant,
may make a one-time election to withdraw all or a portion of his
Participant Account in a single sum at any time after attaining
age 59-1/2; provided, that the Participant must give the Trustees
at least ten days notice prior to such withdrawal (unless waived
by the Trustees); provided further, that payment of the
withdrawn amount shall be made according to uniform and
nondiscriminatory rules. An election to make a withdrawal shall
be in writing, signed by the Participant, and on such form or
forms as the Trustees shall provide.
<PAGE>
8.10 Direct Rollovers and Withholding. Effective for
distributions on or after January 1, 1993, notwithstanding any
provision of the Plan to the contrary that would otherwise limit
a distributee's election under this Section 8.10, a distributee
may elect, at the time and in the manner prescribed by the
Trustees, to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan
specified by the distributee in a direct rollover.
8.10.1 An eligible rollover distribution is any
distribution of all or any portion of the balance to
the credit of the distributee, except that an eligible
rollover distribution does not include: any
distribution that is one of a series of substantially
equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of
the distributee or the joint lives (or joint life
expectancies) of the distributee and the distributee's
designated beneficiary, or for a specified period of
10 years or more; any distribution to the extent such
distribution is required under Section 410(a)(9) of
the Code; and the portion of any distribution that is
not includible in gross income (determined without
regard to the exclusion for net unrealized
appreciation with respect to employer securities).
8.10.2 An eligible retirement plan is an
individual retirement account described in
Section 408(a) of the Code, an individual retirement
annuity described in Section 408(b) of the Code, an
annuity plan described in Section 403(a) of the code,
or a qualified trust described in Section 401(a) of
the Code, that accepts the distributee's eligible
rollover distribution. However, in the case of an
eligible rollover distribution of the surviving
spouse, an eligible retirement plan is an individual
retirement account or individual retirement annuity.
8.10.3 A distributee includes an Employee or
former Employee. In addition, the Employee's or
former Employee's surviving spouse and the Employee's
or former Employee's spouse or former spouse who is
the alternate payee under a qualified domestic
relations order, as defined in Section 414(p) of the
Code, are distributees with regard to the interest of
the spouse or former spouse.
8.10.4 A direct rollover is a payment by the
Plan to the eligible retirement plan specified by the
distributee.
8.10.5 Within a reasonable time (i.e., no
earlier than 90 days) prior to making an eligible
rollover distribution, the Trustees shall provide the
distributee with the written explanation described in
Section 402(f) of the Code. The distribution may
commence less than 30 days after the notice required
under Section 1.411(a)-11(c) of the Treasury
Regulations is given, provided that the Trustees
clearly inform the Participant that the Participant
has a right to a period of at least 30 days after
receiving the notice to consider the decision of
whether or not to elect a distribution, and the
<PAGE>
distributee, after receiving the notice, affirmatively
elects a distribution. To the extent required by the
Code and regulations thereunder, the Trustees shall
withhold income tax on distributions from the Plan.
<PAGE>
ARTICLE IX
LIMITATIONS OF RIGHTS
9.1 Non-Transferability of Benefits. The interests
of Participants and Beneficiaries under the Plan are not subject
to the claims of their creditors and may not in any way be
assigned, alienated or encumbered. The foregoing shall not apply
to qualified domestic relations orders within the meaning of
Section 414(p) of the Code and Treasury Regulations thereunder.
The Trustees shall adopt written rules and procedures relating to
the administration of and payment pursuant to qualified domestic
relations orders.
9.2 Employees' Rights; Limitations. Neither the
adoption of this Plan nor any modification thereof, nor the
payment of any benefits, shall be construed as giving any
Participant or other person any legal or equitable right against
the Company or the Trustees, or in or to any property in the
Trust Fund, except as provided herein, nor as enlarging,
modifying or affecting the tenure or terms of employment of any
Participant.
<PAGE>
ARTICLE X
AMENDMENT; MERGER, CONSOLIDATION OR
TRANSFER OF ASSETS; TERMINATION
10.1 Amendment. While the Company expects and
intends to continue the Plan, it must necessarily reserve and
reserves the right, subject to Section 10.5, to amend the Plan in
whole or in part from time to time either retroactively or
prospectively. Any amendment of this Plan by the Company shall
be set forth in a written instrument executed on behalf of the
Company by an officer duly authorized by the Board of Directors
of the Company. Any recital in such amendment that the officer
executing the instrument is authorized by the Board of Directors
of the Company shall be accepted by the Trustees as proof of such
authorization, and this Plan shall be deemed to have been amended
to the extent therein set forth.
10.2 Merger, Consolidation or Transfer of Assets.
This Plan shall not be merged or consolidated with, nor shall any
assets or liabilities be transferred to, any other plan, unless
the benefits payable to each Participant if the Plan was
terminated immediately after such action would be equal to or
greater than the benefits to which such Participant would have
been entitled if this Plan had been terminated immediately before
such action.
10.3 Termination.
10.3.1 The Plan will terminate on the first to
occur of the following:
(a) The date the Plan is terminated by the
Company;
(b) The date the Company is judicially
declared bankrupt or insolvent; or
(c) The dissolution, merger, consolidation
or reorganization of the Company, or the sale by
the Company of all or substantially all of its
assets, except that, subject to the provisions of
Section 10.2, in any such event arrangements may
be made whereby the Plan will be continued by any
successor to the Company or any purchaser of all
or substantially all of the Company's assets, in
which case the successor or purchaser will be
substituted for the Company under the Plan.
10.3.2 On termination of the Plan in accordance
with 10.3.1, or on partial termination of the Plan by
operation of law, any adjustments required under the
Plan as of the last day of the Plan Year coincident
with or next following such termination or partial
<PAGE>
termination shall be made. The Trustees shall then
make distribution of such benefits in accordance with
Article VIII. All appropriate accounting provisions
of the Plan will continue to apply until the benefits
of all affected Participants have been distributed to
them.
10.4 Discontinuance of Contributions. The Company
shall have the right at any time to discontinue its contributions
hereunder. The Trustees shall continue to make distributions of
benefits from time to time in accordance with Article VIII. All
appropriate accounting provisions of the Plan will continue to
apply until the benefits of all affected Participants have been
distributed to them.
10.5 Limitations.
10.5.1 No amendment, modification or termination
of this Plan shall reduce the vested interest of any
Participant or cause any part of the Trust Fund to
revert to the Company (except as may be specifically
provided elsewhere in the Plan with respect to the
return of Company contributions) or to be used for or
diverted to or for the benefit of anyone other than
Participants in the Plan and their Beneficiaries,
including for this purpose former Participants and
their Beneficiaries. For purposes of this paragraph,
a Plan amendment which has the effect of (a)
eliminating or reducing an early retirement benefit or
a retirement-type subsidy, or (b) eliminating an
optional form of benefit, with respect to benefits
attributable to service before the amendment, shall be
treated as reducing vested interests. In the case of
a retirement-type subsidy, the preceding sentence
shall apply only with respect to a Participant who
satisfies (either before or after the amendment) the
pre-amendment conditions for the subsidy.
10.5.2 No amendment may change the vesting
schedule.
10.5.3 The rights, duties or responsibilities of
the Trustees shall not be changed without their
written consent.
10.6 Notice of Amendment, Termination or Partial
Termination. Affected Participants will be notified by the
Company of an amendment, termination or partial termination of
the Plan within a reasonable time.
<PAGE>
ARTICLE XI
TRUST FUND
11.1 Trust Agreement. The Company will enter into a
Trust Agreement with the Trustees providing for the
administration of the Trust Fund in such form and containing such
provisions as the Company deems appropriate, including, but not
by way of limitation, provisions with respect to the powers and
authority of the Trustees, and the authority of the Company to
amend or terminate the Trust Agreement or to change Trustees and
to settle accounts of the Trustees on behalf of all persons
having an interest in the Trust Fund.
11.2 Trust Contributions. The Trustees will not be
responsible in any way for the collection of contributions
provided for under this Plan. The Trustees will accept and hold
under the Trust Agreement such contributions as they may receive
from time to time from the Company. All contributions under the
Plan will be paid over to the Trustees and will be held and
administered under the Trust Agreement together with the income
therefrom, for use in providing the benefits of the Plan. The
Company will have no liability for the payment of benefits under
the Plan.
11.3 Trust Fund Investments. The Trustees shall have
the power to invest and reinvest the Trust Fund only as provided
in the Trust Agreement.
11.4 Investment Manager. The Company shall appoint
an Investment Manager or Managers with respect to the portion of
the Trust Fund not to be invested in Company common stock. The
Trustees shall not be liable for the acts or omissions of any
Investment Manager so appointed.
11.5 Investment of Participant Accounts. In
accordance with uniform rules of general application established
by the Trustees, each Participant shall have the right to
designate the Investment Accounts in which the Trustees are to
invest the Participant's Account. A Participant may elect to
transfer amounts between any of the Investment Accounts at such
time, in such manner, and in such form as the Trustees may
prescribe through uniform and nondiscriminatory rules. The
Trustees may establish minimum amounts transferable out of any
one Investment Account. Unless the Trustees provide otherwise, a
designation or change in designation shall be effective as soon
as is administratively feasible after the Valuation Date next
following receipt by the Trustees of the notice of the
designation or change in designation. Any election to change
Investment Accounts by any Participant shall, on its effective
date, cancel any prior election. The Trustees may limit the
right of a Participant (i) to increase or decrease his
contributions to a particular Investment Account, (ii) to
transfer amounts to or from a particular Investment Account, or
<PAGE>
(iii) to transfer amounts between particular Investment Accounts,
if it determines that such limitation is necessary or desirable
to establish or maintain an Investment Account. In accordance
with Section 13.2, the Trustees may promulgate separate
accounting and administrative rules to facilitate the
establishment or maintenance of an Investment Account.
11.5.1 No Member Election. If a Participant
does not make a written election of Investment
Account, then the Trustees shall invest the
Participant Account of such Participant in the
Investment Account which, in the opinion of the
Trustees, best protects principal.
11.5.2 Facilitation. Notwithstanding any
instruction from any Participant for investment of
funds in an Investment Account as provided for herein,
the Trustees shall have the right to hold uninvested
or invested in a short term investment fund any
amounts intended for investment or reinvestment until
such time as investment may be made in accordance with
the Plan and the Trust.
11.5.3 Valuations and Allocations of Gain or
Loss. The Trust Fund and each Investment Account
shall be valued by the Trustee at fair market value as
of each Valuation Date. Any increase or decrease in
the market value of each Investment Account of the
Trust Fund since the preceding Valuation Date and all
income earned, expenses incurred and realized profits
and losses, shall be determined in accordance with
accounting methods uniformly and consistently applied
and shall be added to or deducted from the Participant
Account of each Participant based on the amount of the
Participant Account in such Investment Account at the
prior Valuation Date in accordance with non-
discriminatory procedures and rules adopted by the
Trustees. Participant Accounts shall be reduced by
any distributions during the period prior to
allocation of gain or loss. At the Trustees'
discretion uniformly applied, administrative expenses
directly connected or associated with a particular
Participant Account may be charged to the Account.
Notwithstanding the foregoing, allocation shall not be
required to the extent the Trust Fund, or any
Investment Account thereof, is administered in a
manner which permits separate valuation of each
Participant's interest therein without separate
incremental cost to the Plan or the Trustees otherwise
provides for separate valuation.
11.5.4 Provisions Optional. Nothing herein
shall require the Trustees to establish or maintain
Investment Accounts. If no Investment Accounts are
maintained, the Trust Fund shall be administered as a
unit.
<PAGE>
ARTICLE XII
CLAIM AND REVIEW PROCEDURE
12.1 Definitions. For the purposes of the Claims
Procedure described in this Article, the following definitions
shall apply:
12.1.1 "Claim" refers to a request by a Claimant
in accordance with this Article for a benefit under
this Plan.
12.1.2 "Claimant" refers to any Participant of
this Plan and to any Beneficiary who is either in pay
status on the date of a Claim is submitted hereunder
or who as of such date claims to be entitled to
receive a benefit under this Plan.
12.2 Claim Filing Procedure. Each Claimant shall
have the right to submit a Claim with respect to a benefit sought
hereunder. Such Claim shall be in writing, signed by the
Claimant under oath, and addressed and delivered to the Trustees
either personally or by certified or registered mail, return
receipt requested. The Claim shall state with particularity:
12.2.1 The benefit claimed;
12.2.2 The provisions of the Plan and the
particular provisions of law, if any, upon which the
Claimant relies in support of his Claim; and
12.2.3 All facts believed to be relevant in
connection with such Claim.
12.3 Consideration of Claim; Rendering of Decision.
Upon receipt of a Claim hereunder, the Trustees 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 Trustees deny the Claim
in whole or in part, the Claimant shall be so notified in
writing, which shall set forth the following in a manner
reasonably calculated to be understood by the Claimant:
12.3.1 The reason or reasons for rejection of
the Claim;
12.3.2 The provisions of the Plan and the
particular provisions of law, if any, relied upon in
reaching such determination;
12.3.3 A description of any additional
information needed from the Claimant in order for him
to perfect his Claim; and
<PAGE>
12.3.4 A statement outlining the Appellate
Review Procedure as set forth in Section 12.4.
The failure of the Trustees to render a decision on the merits of
a Claim shall be deemed to be a denial of such Claim; notice of
such denial shall be deemed to have been given to the Claimant on
the 90th day from receipt by the Trustees of the Claim.
12.4 Appellate Review Procedure. Where a Claim has
been or is deemed denied, the Claimant shall have the right
within 60 days after the date he receives or is deemed to have
been given notice that his 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 Trustees 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
Claim is erroneous and shall be signed by the Claimant under
oath. Within 30 days after such request is received, the
Trustees may conduct a full and fair review of the entire Claim
at a hearing, de novo, at which the Trustees may invite the
Claimant to present his views with respect to the merits of the
Claim. In addition, the Claimant may submit issues and comments
in writing to the Trustees for consideration and may review
pertinent documents. A decision with respect to the merits of
the Claim shall be rendered by the Trustees not later than 60
days after the delivery of the written request for an appeal
hereunder, unless special circumstances (such as the need to hold
a hearing) require an extension of time for processing, and then
not later than 120 days after receipt of the request. The
Claimant shall be notified in writing of the Appellate Review
decision, which shall include specific reasons believed to
support such decision, including specific references to
provisions of this 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.
12.5 Limitation on Claims Procedure.
12.5.1 Insofar as the same is consistent with
regulations promulgated under Section 503 of the
ERISA, relating to Claims Procedures, any Claim under
this Claims Procedure must be submitted within 18
months from the earlier of (1) the date on which the
Claimant learned of facts sufficient to enable him to
formulate such Claim, or (2) the date on which the
Claimant should reasonably have been expected to learn
the facts sufficient to enable him to formulate such
Claim. For this purpose, the first date on which any
document that is filed with any governmental
organization is either given to or made available
(under law) to a Participant or beneficiary (in pay
status), and which discloses facts sufficient to
enable a reasonable person to formulate a Claim
hereunder, shall be conclusively deemed to be the date
on which the Claimant should reasonably have been
expected to learn the facts sufficient to enable him
to formulate such a Claim. Claims submitted after
<PAGE>
such period shall be deemed to have been waived by the
Claimant and shall thereafter be wholly unenforceable.
12.5.2 No statute of limitations set forth under
either Section 413 of the 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 Plan's Claims
Procedure.
12.6 Other Remedies. No action shall be commenced
under Section 502(a)(1)(B) of the ERISA until the Claimant shall
first have exhausted the Claims Procedure available to him
hereunder, provided that such Claimant would not have been
irreparably and materially harmed by any delay occasioned by this
Claims Procedure.
12.7 Authorized Representatives. All references in
this Article to Claimant shall include representatives who are
duly authorized as such, in writing, which authorization shall
have been delivered to the Trustees at some stage of the Claims
Procedure. After such written authorization is delivered to the
Trustees, copies of all subsequent communications with the
Claimant and decisions with respect to his Claim shall be
delivered to the authorized representative, as well as to the
Claimant.
<PAGE>
ARTICLE XIII
ADMINISTRATION
13.1 Allocation of Responsibility Among Fiduciaries.
The Fiduciaries shall have only those specific powers, duties,
responsibilities and obligations as are specifically given them
under the Plan. In general, the Company shall have the sole
responsibility for making the contributions necessary to provide
benefits under the Plan, and shall have the sole authority to
appoint and remove the Trustees, and to amend or terminate the
Plan, in whole or in part. The Trustees shall have the sole
responsibility for the administration of the Plan, which
responsibility is specifically described in the Plan. In
addition, the Trustees shall have the sole responsibility for the
administration and management of the Trust Fund. Each Fiduciary
warrants that any directions given, information furnished, or
action taken by it shall be in accordance with the provisions of
the Plan authorizing or providing for such direction, information
or action. Furthermore, each Fiduciary may rely upon any such
direction, information or action of another Fiduciary as being
proper under the Plan, and is not required to inquire into the
propriety of any such direction, information or action. It is
intended under the Plan that each Fiduciary shall be responsible
for the proper exercise of its own powers, duties,
responsibilities and obligations under the Plan and shall not be
responsible for any act or failure to act of another Fiduciary.
No Fiduciary guarantees the Trust Fund in any manner against
investment loss or depreciation in asset value.
13.2 Trustees' Administration Responsibilities. The
Trustees shall have the responsibility for the general
administration of the Plan. They shall have the power and duty
to do all things necessary or convenient to effect the intent and
purposes of the Plan and not inconsistent with any of the
provisions hereof, whether or not such powers and duties are
specifically set forth herein, and in amplification of the
foregoing and not in limitation thereof, the Trustees shall have
the power to construe the Plan, to make such investigations as
they may deem necessary, to determine all questions arising
hereunder. In addition, the Trustees shall have the
responsibility for the reporting and disclosure requirements
under ERISA permitted to be done by plan administrators.
Decisions of the Trustees made in good faith upon any matters
within the scope of its authority shall be final and binding on
the Company, Plan Participants, their Beneficiaries and all
others. The Trustees at all times, in making and carrying out
their decisions and directions, shall act in a uniform and
nondiscriminatory manner and may, from time to time, prescribe
and modify uniform rules of interpretation and administration.
13.3 Other Powers. In addition to the foregoing, the
Trustees shall have the following powers:
13.3.1 To appoint or employ such accountants,
legal counsel, specialists or other agents, persons or
<PAGE>
firms as they deem necessary or desirable in
connection with the administration of the Plan and to
delegate to such persons any powers and duties, both
ministerial and discretionary, as the Trustees deem
appropriate.
13.3.2 To prescribe procedures to be followed by
Participants and Beneficiaries filing applications for
benefits.
13.3.3 To receive from the Company and from
Participants such information as shall be necessary
for the proper administration of the Plan.
13.4 More Than One Trustee.
13.4.1 The Company may, by action of the Board
of Directors of the Company, from time to time change
the number of Trustees hereunder and appoint
additional Trustees to fill the vacancies caused by
such increase. The Trustees may be members of the
Board of Directors of the Company, officers or
Employees of the Company, or any other person.
13.4.2 In the event there is more than one
Trustee, the Trustees shall act by a majority of their
number, either at a meeting, or by writing, telegram,
cablegram or other communication without a meeting.
The Trustees may elect a Chairman from among their
number and may appoint a Secretary who need not be a
Trustee. Any act of the Trustees shall be
sufficiently evidenced if certified by not less than a
majority of the Trustees then serving or by the person
then holding the office of Secretary. Any Trustee may
authorize in writing any other Trustee to act in his
stead and on his behalf in his absence.
<PAGE>
ARTICLE XIV
TOP-HEAVY PROVISIONS
14.1 Special Rules Applicable for Top-Heavy Plan
Years. The special rules of this Article shall apply to any
Top-Heavy Plan Year and shall supersede any conflicting
provisions elsewhere in the Plan.
14.1.1 Since Section 5.3 provides that a
Participant's interest in his Participant Account is
fully vested and nonforfeitable at all times, the
vesting requirements of Section 416(b) of the Code are
satisfied whether or not the Plan is a Top-Heavy Plan.
14.1.2 For any Top-Heavy Plan Year, the amount
allocated to each Non-Key Employee who is employed by
the Company on the last day of the Plan Year, under
this Plan and any other defined contribution plan
included in the Required Aggregation Group, shall not
be less than the lesser of 3% of his Compensation for
that Plan Year, or the largest percentage, as a
percentage of the Key Employee's Compensation for that
Plan Year, allocated to any Key Employee for that Plan
Year. The foregoing minimum benefit shall be
determined without regard to (a) contributions under
the Federal Insurance Contributions Act or similar
state or federal laws, (b) the number of Hours of
Service credited to the Participant during the Plan
Year, (c) whether the Participant's Compensation is
less than a stated amount and (d) whether the
Participant made an otherwise mandatory contribution
to the Plan. If a Participant is also covered by a
defined benefit Top Heavy Plan sponsored by the
Company, the minimum benefit required by this
subsection shall be satisfied by providing the
required minimum benefit under the defined benefit
plan offset by the benefits provided under this Plan
and any other defined contribution plan maintained by
the Company.
14.1.3 The limitation on contributions shall be
applied by substituting "1.0" for "1.25" in computing
the defined benefit plan fraction and the defined
contribution plan fraction for purposes of 5.2.3.
This rule shall not apply, however, if the Plan is not
a Super Top-Heavy Plan and each Participant who is not
a Key Employee accrues the minimum defined benefit
accrual (defined in Section 416(c)(1) of the Code as
modified by Section 416(h)(2)(A)(ii)(I) Code) for that
year under any defined benefit plan maintained by the
Company or an Affiliated Company offset by the
benefits provided under this Plan and any other
defined contribution plan maintained by the Company or
an Affiliated Company.
<PAGE>
14.2 Definitions Relating to Top-Heavy Provisions.
The following terms, when used in this Article, shall have the
meaning set forth below, unless a different meaning is plainly
required by the context:
"Determination Date" means the last day of the
preceding Plan Year or the last day of the first Plan Year.
"Key Employee" means each Employee or former Employee
(and his Beneficiary) who at any time during the five Plan Years
ending on the Determination Date:
(a) Was an officer of the Company or an
Affiliated Company (but only if he had Compensation
greater than 50% of the dollar amount an effect under
Section 415(b)(1)(A) of the Code for the Plan Year),
(b) Was one of the ten Employees owning the
largest interest of the Company and its Affiliated
Companies (but only if he had Compensation greater
than the dollar amount in effect under Section
415(c)(1)(A) of the Code for the Plan Year),
(c) Owned at least 5% of the Company's
outstanding shares of stock or at least 5% of the
total combined voting power of the Company's shares of
stock, or
(d) Owned at least 1% of the Company's
outstanding shares of stock or at least 1% of the
total combined voting power of the Company's shares of
stock and had Compensation of more than $150,000 from
the Company and/or any Affiliated Company.
The determination of who is a Key Employee will be
made in accordance with Section 416(i)(1) of the Code and the
regulations thereunder.
"Non-Key Employee" means any Employee or former
Employee who is not a Key Employee.
"Permissive Aggregation Group" means all qualified
employee pension benefit plans (within the meaning of ERISA) in
the Required Aggregation Group and any qualified employee pension
benefit plans sponsored by the Company or an Affiliated Company
which are not part of the Required Aggregation Group, but which
satisfy the requirements of Sections 401(a)(4) and 410 of the
Code when considered together with the Required Aggregation
Group, and which the Company elects to include in the Permissive
Aggregation Group.
<PAGE>
"Required Aggregation Group" means the Plan and any
other qualified employee pension benefit plan sponsored by the
Company or an Affiliated Company in which a Key Employee
participates, or which enables the Plan to meet the requirements
of Sections 401(a)(4) or 410 of the Code.
"Super Top-Heavy Plan" means this Plan if it would
constitute a Top-Heavy Plan if "90%" is substituted for "60%"
wherever it appears in the definition of Top-Heavy Plan and
Top-Heavy Group.
"Top-Heavy Group" means all plans of the Company and
any Affiliated Company in the Required Aggregation Group and any
other qualified employee pension benefit plan of the Company and
any Affiliated Company which the Company elects to aggregate as
part of a Permissive Aggregation Group if, on any Determination
Date, the Value of all Key Employees' accrued benefits under
those plans exceeds 60% of the Valuation Amount of all
Participants' accrued benefits.
"Top-Heavy Plan" means this Plan if, on any
Determination Date, the Value of Key Employees' accrued benefits
exceeds 60% of all Participants' accrued benefits. If a
Participant or former Participant has not performed any services
for any Participating Company at any time during the five-year
period ending on the Determination Date, the accrued benefits for
such individuals shall be disregarded for purposes of determining
whether the Plan is a Top-Heavy Plan.
"Top-Heavy Plan Year" means any Plan Year during which
the Plan is a Top-Heavy Plan or part of a Top-Heavy Group.
"Value" means, in the case of a defined benefit plan,
the present value of the cumulative accrued benefits and, in the
case of a defined contribution plan, the Participant's account
balance adjusted for contributions due as of the Determination
Date. Value shall be determined as of the most recent valuation
date which is within the 12-month period ending on the
Determination Date. For purposes of determining the present
value of cumulative accrued benefits and account balances,
distributions made during the five Plan Years ending on the
Determination Date shall be taken into account. The
determination of Value will be made in accordance with Section
416(g) of the Code and the regulations thereunder.
<PAGE>
ARTICLE XV
LOANS TO PARTICIPANTS
15.1 Requirements for Loan. Effective for Plan Years
beginning on or after February 1, 1993, upon the written
application of any Participant or Beneficiary who is a "party in
interest" (within the meaning of Section 3(14) of ERISA) with
respect to the Plan, the Trustees, in accordance with uniform and
nondiscriminatory rules, may authorize a loan or loans to such
Participant or Beneficiary. All such loans shall:
15.1.1 Be considered a part of the Trust Fund,
but shall be allocated as a segregated investment of
the Participant Account.
15.1.2 Be made available on a reasonably
equivalent basis to all Participants and Beneficiaries
who are a "party in interest" with respect to the
Plan, except that the Trustees may make reasonable
distinctions based on state or local laws affecting
payroll deductions and other factors that may
adversely affect the ability to assure repayment
through payroll deduction or other repayment
arrangements satisfactory to the Trustees.
15.1.3 Not be made available to Highly
Compensated Employees, officers or shareholders of the
Company in any amount (determined as a percentage of a
Participant Account) greater than the amount available
to other Employees.
15.1.4 Bear a rate of interest commensurate to
the rate of interest charged by lending institutions
on similar type loans as of the date of the loan.
15.1.5 Be secured by the assignment of 50% of
the Participant's or Beneficiary's entire right, title
and interest in and to the Trust Fund, and evidenced
by the Participant's promissory note for the amount of
the loan, including interest, payable to the order of
the Trustees.
15.1.6 Provide for repayment within 5 years of
the date of the loan. Provided that, the maximum
repayment period may not be more than 10 years in the
event the proceeds of the loan are to be used to
acquire any dwelling unit to be used within a
reasonable time (determined at the time the loan is
made) as the principal residence of the Participant.
15.1.7 Provide for substantially level
amortization of such loan (with payments not less
frequently than quarterly) over the term of the loan.
<PAGE>
15.1.8 Each borrowing Participant or Beneficiary
shall, as a condition of receiving a loan hereunder,
specify in his loan application the Investment
Accounts in which his Participant Account is invested
for which any loan shall be paid and the allocation of
the loan proceeds among such Investment Accounts. The
proceeds of each such loan shall be withdrawn from the
Investment Accounts specified by the Participant or
Beneficiary.
15.1.9 Be an amount which, when added to all
loans outstanding to the Participant under the Plan
and any Related Plan, does not exceed the lesser of:
(i) $50,000 reduced by the excess (if any) of: (I)
the highest outstanding balance of loans from the Plan
during the one year period ending on the day before
the date on which such loan was made, over (II) the
outstanding balance of loans from the Plan on the date
on which such loan was made or (ii) 50% of the vested
portion of the Participant Account.
15.1.10 Be subject to such policies which may be
established by the Trustees, including requirements
regarding payroll deduction and other repayment
arrangements, loan origination and maintenance fees,
limits on number of loans and minimum loan amounts.
15.2 Repayment. Each loan shall be repayable by
payroll deduction. If, for any reason, repayment of any loan
granted to a Participant pursuant to this Article XV can no
longer be made by means of payroll deduction, including but not
limited to separation from service, and such Participant does
not, immediately upon the request of the Trustees, make
satisfactory arrangement for payment for the outstanding balance
of such loan, such loan shall be considered in default with the
outstanding balance of such loan immediately due and payable.
Upon such default, the Participant's interest in his Participant
Account, as security for such loan, shall be reduced by the
amount of such outstanding balance and such reduction shall be
treated as a distribution under this Plan. Notwithstanding the
foregoing, the Participant's Account shall not be reduced in
satisfaction of the outstanding loan balance unless or until such
Participant has separated from service or unless such Participant
qualifies for a hardship distribution pursuant to Section 4.10.
No distribution shall be made to any Participant, former
Participant or Beneficiary unless and until all unpaid loans,
including accrued interest thereon, have been repaid. If, at the
time benefits are to be distributed to a Participant, former
Participant or Beneficiary, there remains any unpaid balance of a
loan hereunder, such unpaid balance shall immediately become due
and payable in full. The unpaid balance, together with unpaid
interest, shall be deducted from the Participant's Account prior
to distribution.
<PAGE>
ARTICLE XVI
MISCELLANEOUS
16.1 Governing Law. Notwithstanding any other
provisions of the Plan, the Trustees shall administer the Plan in
conformity with the applicable laws of the State of Idaho and of
the United States (including ERISA) and all rules and regulations
from time to time promulgated under the authority of such laws.
16.2 Information Returns. The Company shall furnish
the Trustees all data and information which is necessary to
enable the Trustees to file returns and reports required by the
Internal Revenue Service and the Department of Labor.
16.3 Company Action. Any action required or
permitted to be taken by the Company may be taken on behalf of
the Company by any officer of the Company.
16.4 Company Records. Records of the Company as to
an Employee's or Participant's period of employment, termination
of employment and the reason therefor, leaves of absence,
re-employment and compensation will be conclusive on all persons,
unless determined by the Trustees to be incorrect.
16.5 No Guarantee of Interests. Neither the Trustees
nor the Company in any way guarantees the Trust Fund from loss or
depreciation, nor do they guarantee any payment to any person.
The liability of the Trustees and the Company to make any
payments hereunder is limited to the available assets of the
Trust Fund.
16.6 Interpretations and Adjustments. To the extent
permitted by law, an interpretation of the Plan and a decision on
any matter within the Trustees' discretion made in good faith is
binding on all persons. A misstatement or other mistake of fact
shall be corrected when it becomes known, and the Trustees shall
make such adjustment on account thereof as they consider
equitable and practicable.
16.7 Uniform Rules. In the administration of the
Plan, uniform rules will be applied to all Participants similarly
situated.
16.8 Evidence. Evidence required of anyone under the
Plan may be by certificate, affidavit, document or other
information which the person acting on it considers pertinent and
reliable and signed, made or presented by the proper party or
parties.
16.9 Waiver of Notice. Any notice required under the
Plan may be waived by the person entitled to notice.
<PAGE>
16.10 Gender and Number. Except where otherwise
clearly indicated by the context, the masculine and the neuter
shall include the feminine and the neuter, the singular shall
include the plural, and vice-versa.
IN WITNESS WHEREOF, the Company has caused its
officer, duly authorized by its Board of Directors, to execute
this instrument this 23rd day of June, 1994.
ALBERTSON'S, INC.
By Gary G. Michael
Gary G. Michael
Its Chairman of the Board and
Chief Executive Officer
ATTEST:
Dean J. Snow
Dean J. Snow
Vice President, Personnel and
Employee Benefits
47
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporated by reference in this Registration
Statement of Albertson's, Inc. on Form S-8 of our reports dated march
22, 1995 and May 31, 1995, incorporated by reference in the Annual
Report on Form 10-K of Albertson's, Inc. for the year ended February 2,
1995 and in the Annual Report on Form 11-K of Albertson's Employees' Tax
Deferred Savings Plan for the year ended January 31, 1995, respectively.
Deloitte & Touche LLP
Deloitte & Touche LLP
Boise, Idaho
September 20, 1995
Exhibit 24.02
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Gary G. Michael, Thomas R. Saldin and A. Craig
Olson, each with full power to act without the others as his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 of Albertson's,
Inc. as Registrant, to register additional plan interests and shares to
be issued in connection with the Albertson's Employees' Tax Deferred
Savings Plan and Trust and to be filed under the Securities Act of 1933,
as amended, and any and all amendments thereto and all instruments
necessary or advisable in connection therewith and to file the same with
the Securities and Exchange Commission and such other state and federal
government commissions and agencies as may be necessary, granting unto
said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their or his
substitute or substitutes, lawfully do or cause to be done by virtue
hereof.
September 5, 1995
A. Gary Ames
A. Gary Ames
Exhibit 24.03
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Gary G. Michael, Thomas R. Saldin and A. Craig
Olson, each with full power to act without the others as his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 of Albertson's,
Inc. as Registrant, to register additional plan interests and shares to
be issued in connection with the Albertson's Employees' Tax Deferred
Savings Plan and Trust and to be filed under the Securities Act of 1933,
as amended, and any and all amendments thereto and all instruments
necessary or advisable in connection therewith and to file the same with
the Securities and Exchange Commission and such other state and federal
government commissions and agencies as may be necessary, granting unto
said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their or his
substitute or substitutes, lawfully do or cause to be done by virtue
hereof.
September 5, 1995
Cecil D. Andrus
Cecil D. Andrus
Exhibit 24.04
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Gary G. Michael, Thomas R. Saldin and A. Craig
Olson, each with full power to act without the others as his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 of Albertson's,
Inc. as Registrant, to register additional plan interests and shares to
be issued in connection with the Albertson's Employees' Tax Deferred
Savings Plan and Trust and to be filed under the Securities Act of 1933,
as amended, and any and all amendments thereto and all instruments
necessary or advisable in connection therewith and to file the same with
the Securities and Exchange Commission and such other state and federal
government commissions and agencies as may be necessary, granting unto
said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their or his
substitute or substitutes, lawfully do or cause to be done by virtue
hereof.
September 5, 1995
John B. Carley
John B. Carley
Exhibit 24.05
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Gary G. Michael, Thomas R. Saldin and A. Craig
Olson, each with full power to act without the others as his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 of Albertson's,
Inc. as Registrant, to register additional plan interests and shares to
be issued in connection with the Albertson's Employees' Tax Deferred
Savings Plan and Trust and to be filed under the Securities Act of 1933,
as amended, and any and all amendments thereto and all instruments
necessary or advisable in connection therewith and to file the same with
the Securities and Exchange Commission and such other state and federal
government commissions and agencies as may be necessary, granting unto
said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their or his
substitute or substitutes, lawfully do or cause to be done by virtue
hereof.
September 5, 1995
Paul I. Corddry
Paul I. Corddry
Exhibit 24.06
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Gary G. Michael, Thomas R. Saldin and A. Craig
Olson, each with full power to act without the others as his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 of Albertson's,
Inc. as Registrant, to register additional plan interests and shares to
be issued in connection with the Albertson's Employees' Tax Deferred
Savings Plan and Trust and to be filed under the Securities Act of 1933,
as amended, and any and all amendments thereto and all instruments
necessary or advisable in connection therewith and to file the same with
the Securities and Exchange Commission and such other state and federal
government commissions and agencies as may be necessary, granting unto
said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their or his
substitute or substitutes, lawfully do or cause to be done by virtue
hereof.
September 5, 1995
John B. Fery
John B. Fery
Exhibit 24.06
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Gary G. Michael, Thomas R. Saldin and A. Craig
Olson, each with full power to act without the others as his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 of Albertson's,
Inc. as Registrant, to register additional plan interests and shares to
be issued in connection with the Albertson's Employees' Tax Deferred
Savings Plan and Trust and to be filed under the Securities Act of 1933,
as amended, and any and all amendments thereto and all instruments
necessary or advisable in connection therewith and to file the same with
the Securities and Exchange Commission and such other state and federal
government commissions and agencies as may be necessary, granting unto
said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their or his
substitute or substitutes, lawfully do or cause to be done by virtue
hereof.
September 5, 1995
John B. Fery
John B. Fery
Exhibit 24.07
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Gary G. Michael, Thomas R. Saldin and A. Craig
Olson, each with full power to act without the others as his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 of Albertson's,
Inc. as Registrant, to register additional plan interests and shares to
be issued in connection with the Albertson's Employees' Tax Deferred
Savings Plan and Trust and to be filed under the Securities Act of 1933,
as amended, and any and all amendments thereto and all instruments
necessary or advisable in connection therewith and to file the same with
the Securities and Exchange Commission and such other state and federal
government commissions and agencies as may be necessary, granting unto
said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their or his
substitute or substitutes, lawfully do or cause to be done by virtue
hereof.
September 5, 1995
Clark A. Johnson
Clark A. Johnson
Exhibit 24.08
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Gary G. Michael, Thomas R. Saldin and A. Craig
Olson, each with full power to act without the others as his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 of Albertson's,
Inc. as Registrant, to register additional plan interests and shares to
be issued in connection with the Albertson's Employees' Tax Deferred
Savings Plan and Trust and to be filed under the Securities Act of 1933,
as amended, and any and all amendments thereto and all instruments
necessary or advisable in connection therewith and to file the same with
the Securities and Exchange Commission and such other state and federal
government commissions and agencies as may be necessary, granting unto
said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their or his
substitute or substitutes, lawfully do or cause to be done by virtue
hereof.
September 5, 1995
Charles D. Lein
Charles D. Lein
Exhibit 24.10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Gary G. Michael, Thomas R. Saldin and A. Craig
Olson, each with full power to act without the others as his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 of Albertson's,
Inc. as Registrant, to register additional plan interests and shares to
be issued in connection with the Albertson's Employees' Tax Deferred
Savings Plan and Trust and to be filed under the Securities Act of 1933,
as amended, and any and all amendments thereto and all instruments
necessary or advisable in connection therewith and to file the same with
the Securities and Exchange Commission and such other state and federal
government commissions and agencies as may be necessary, granting unto
said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their or his
substitute or substitutes, lawfully do or cause to be done by virtue
hereof.
September 20, 1995
Gary G. Michael
Gary G. Michael
Exhibit 24.12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Gary G. Michael, Thomas R. Saldin and A. Craig
Olson, each with full power to act without the others as his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 of Albertson's,
Inc. as Registrant, to register additional plan interests and shares to
be issued in connection with the Albertson's Employees' Tax Deferred
Savings Plan and Trust and to be filed under the Securities Act of 1933,
as amended, and any and all amendments thereto and all instruments
necessary or advisable in connection therewith and to file the same with
the Securities and Exchange Commission and such other state and federal
government commissions and agencies as may be necessary, granting unto
said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their or his
substitute or substitutes, lawfully do or cause to be done by virtue
hereof.
September 5, 1995
________________________
J. B. Scott
Exhibit 24.13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Gary G. Michael, Thomas R. Saldin and A. Craig
Olson, each with full power to act without the others as his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 of Albertson's,
Inc. as Registrant, to register additional plan interests and shares to
be issued in connection with the Albertson's Employees' Tax Deferred
Savings Plan and Trust and to be filed under the Securities Act of 1933,
as amended, and any and all amendments thereto and all instruments
necessary or advisable in connection therewith and to file the same with
the Securities and Exchange Commission and such other state and federal
government commissions and agencies as may be necessary, granting unto
said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their or his
substitute or substitutes, lawfully do or cause to be done by virtue
hereof.
September 5, 1995
Will M. Storey
Will M. Storey
Exhibit 24.14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Gary G. Michael, Thomas R. Saldin and A. Craig
Olson, each with full power to act without the others as his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 of Albertson's,
Inc. as Registrant, to register additional plan interests and shares to
be issued in connection with the Albertson's Employees' Tax Deferred
Savings Plan and Trust and to be filed under the Securities Act of 1933,
as amended, and any and all amendments thereto and all instruments
necessary or advisable in connection therewith and to file the same with
the Securities and Exchange Commission and such other state and federal
government commissions and agencies as may be necessary, granting unto
said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their or his
substitute or substitutes, lawfully do or cause to be done by virtue
hereof.
September 5, 1995
Steven D. Symms
Steven D. Symms
