Safeway (SWY)

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 27, 2007, the Board of Directors of Safeway Inc. approved the 2007 Equity and Incentive Award Plan (the “2007 Plan”), subject to the approval of our stockholders. On May 16, 2007, the stockholders approved the 2007 Plan. For a description of the 2007 Plan, please see “Proposal 2, Approval of Safeway Inc. 2007 Equity and Incentive Award Plan” in Safeway’s definitive proxy statement for its 2007 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 4, 2007. The 2007 Plan and the forms of award agreements under the 2007 Plan are attached as exhibits to this Current Report on Form 8-K.

Also on March 27, 2007, the Board of Directors approved the Amended and Restated Capital Performance Bonus Plan for Executive Officers and Key Employees of Safeway Inc. (the “Capital Bonus Plan”), subject to the approval of our stockholders. On May 16, 2007, the stockholders approved the Capital Bonus Plan. For a description of the Capital Bonus Plan, please see “Proposal 3, Approval of Amended and Restated Capital Performance Bonus Plan for Executive Officers and Key Employees of Safeway Inc.” in Safeway’s definitive proxy statement for its 2007 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 4, 2007. The Capital Bonus Plan is attached as an exhibit to this Current Report on Form 8-K.