Safeway (SWY)

DATED AS OF JUNE 1, 2007

This SECOND AMENDMENT TO CREDIT AGREEMENT dated as of June 1, 2007 (this “Second Amendment”), is by and among Safeway Inc., a Delaware corporation (“Company”) and Canada Safeway Limited, an Alberta corporation (“Canada Safeway” and together with Company, “Borrowers”), Deutsche Bank AG New York Branch, as administrative agent (the “Administrative Agent”), Banc of America Securities LLC (“BAS”) and J.P. Morgan Securities Inc. (“JPMSI”, and together with BAS, as joint lead arrangers, the “Joint Lead Arrangers”), the financial institutions named on the signature pages hereof (the “Lenders”), Bank of America, N.A. (“Bank of America”), JPMorgan Chase Bank, National Association (“JPMorgan”), Citicorp USA, Inc. (“Citicorp”) and BNP Paribas (“BNP Paribas” and, collectively with Bank of America, JPMorgan and Citicorp, as syndication agents, the “Co-Syndication Agents”) and U.S. Bank National Association, as documentation agent (the “Documentation Agent”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement dated as of June 1, 2005 as amended by the First Amendment to Credit Agreement dated as of June 15, 2006 (as so amended, and as it may be further amended or modified from time to time, the “Credit Agreement), by and among Borrowers, Lenders, Administrative Agent, the Joint Lead Arrangers, the Co-Syndication Agents and Documentation Agent.

WHEREAS, the existing Termination Date is June 1, 2011;

WHEREAS, Borrowers and the Lenders party hereto desire to extend the Termination Date for an additional year to June 1, 2012 and amend the Credit Agreement to provide for two additional one-year extensions of the Termination Date in accordance with the terms herein;