Safeway (SWY)

DISTRIBUTIONS

6.1 Distribution of Accounts.

(a) Election of Form of Payment. At the same time that a Participant elects to defer compensation under Section 3.1, such Participant shall elect, in the manner prescribed by the Committee, a form of payment for each Deferral Election from the following:

(1) Any specified number of approximately equal quarterly installments (not in excess of 60); provided, however, that a Participant may not elect a form of distribution under this paragraph (1) unless his or her Account has a value of $50,000 or more on the first day of the Enrollment Period. For purposes of this Plan, installment payments shall be treated as a single distribution under Section 409A of the Code. A Participant’s Accounts shall continue to be credited with earnings pursuant to Section 4.1 of the Plan until all amounts credited to his or her Accounts under the Plan have been distributed; or

(2) A lump sum.

(b) Distribution upon Separation from Service. Upon a Participant’s Separation from Service (other than on account of Retirement), the Distributable Amount shall be paid to the Participant in a lump sum on the Payment Date.

(c) Distribution upon Retirement. Upon Retirement, the Distributable Amount shall be paid to the Participant in the form elected by the Participant, or if no election has been made then in ten annual installments. Distributions under this paragraph (c) shall be made, or begin to be made, on the Payment Date.

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(d) Delayed Distribution to Key Employees. Notwithstanding any other provision of this Article VI to the contrary, the distributions scheduled to be made upon Separation from Service or Retirement to a Participant who is identified as a Key Employee as of the date he Separates from Service shall be made or begin to be made the time as soon as practicable, but no later than 30 days, after the first day of the month following the date which is the six month anniversary of the date in which the Participant’s Separation from Service occurs for any reason. The identification of a Participant as a Key Employee shall be made by the Committee in its sole discretion in accordance with Section 1.2(cc) of the Plan and Sections 416(i) and 409A of the Code and the regulations promulgated thereunder.

(e) Distribution on a Scheduled Withdrawal Date. In the case of a Participant who has elected a Scheduled Withdrawal Date for a distribution while still in the employ of the Company, such Participant shall receive his or her Distributable Amount, but only with respect to those deferrals of Compensation, and prior to January 1, 2008 Compensation and 401(k) Excess, and earnings on such amounts as shall have been elected by the Participant to be subject to the Scheduled Withdrawal Date in accordance with Section 1.2(kk) of the Plan. A Participant’s Scheduled Withdrawal Date with respect to amounts of Compensation, and prior to January 1, 2008 Compensation and 401(k) Excess, deferred in a given Plan Year must be at least two years from the last day of the Plan Year for which such deferrals are made.

Amounts to be distributed on a Scheduled Withdrawal Date shall be paid as elected pursuant to paragraph (a) above; provided, however, if no valid election has been made as to the form of payment, such distribution shall be paid in a lump sum. A Participant may elect an optional form of payment only if the amount to be distributed on the Scheduled Withdrawal Date exceeds the amount in paragraph (g) below.

In the event a Participant Separates from Service prior to a Scheduled Withdrawal Date, the Participant’s entire Distributable Amount shall be paid in a lump sum on the Payment Date. In the event of Participant’s Retirement or Disability prior to a Scheduled Withdrawal Date, the Participant’s entire Distributable Amount will be paid in accordance with paragraph (c) or (f), respectively.

(f) Distribution upon Disability. If the Committee determines that a Participant has become Disabled, the Distributable Amount shall be paid to the Participant in the form elected by the Participant, or if no election has been made in a lump sum. Distributions under this paragraph (d) shall be made, or begin to be made, within 90 days of the date that Participant is determined to be Disabled.

(g) De Minimis Account.

(1) Predetermined Cashouts. Notwithstanding any provision to the contrary, in the event a Participant’s Account is equal or less than $50,000 on the date in which the Participant Retires or is determined to be Disabled, Participant’s Account shall be distributed to him or her in a lump sum on the Payment Date.

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(2) Discretionary Cashouts. Notwithstanding any provision to the contrary, in the event a Participant’s aggregate total of his or her Account and account balance(s) under each plan or arrangement that may be aggregated with the Plan under Treasury Regulation § 1.409A–1(c)(2) is equal to or less than the limit under Section 402(g)(1)(B) of the Code, the Company in its discretion may distribute such Account to the Participant or his Beneficiary in a lump sum.

(h) Distribution Upon Death. In the event the Participant dies, the Distributable Amounts in the Participant’s Account shall be paid in a lump sum to his or her Beneficiary as soon as practicable, but not later than 90 days, after the date of Participant’s death.

(i) Prohibition on Acceleration. Notwithstanding any other provision of the Plan to the contrary, no distribution will be made from the Plan that would constitute an impermissible acceleration of payment as defined in Section 409A(a)(3) of the Code and the regulations promulgated thereunder.

6.2 Subsequent Deferral Election.

(a) Scheduled Withdrawals. A Participant may elect to change the time of the Scheduled Withdrawal Date and/or the form in which the distributions on the Scheduled Withdrawal Date is made for any Plan Year; provided such change occurs at least one year before the Scheduled Withdrawal Date and the change in time is for a period of not less than five years from the Scheduled Withdrawal Date prior to such change. The election to delay the Scheduled Withdrawal Date shall be irrevocable 12 months prior to the first day of the month in which the distributions on the Scheduled Withdrawal Date is scheduled to occur. A Participant who has modified a Scheduled Withdrawal Date, may again once further modify the Scheduled Withdrawal Date, but only with the consent of the Committee.

(b) Retirement. A Participant may elect to change the form of payment upon Retirement for the deferral Compensation and Company Discretionary Contributions for any Plan Year; provided that such extension occurs at least one year before Participant’s Retirement date and the Payment Date shall be delayed for a period of five years. The election to change the form of payment upon Retirement shall be irrevocable 12 months prior to the Participant’s Retirement date.

6.3 Distribution Upon an Unforeseeable Emergency.

The Committee may, in its sole discretion, direct payment to a Participant of all or any portion of the Participant’s Account balance, notwithstanding the election under Section 6.1(a) above, at any time that the Committee determines that such Participant has suffered an Unforeseeable Emergency which causes an emergency condition in the Participant’s financial affairs. Payment under this Section 6.3 shall be made in a lump sum as soon as administratively practicable, but not later than 90 days, after the Unforeseeable Emergency distribution is approved.

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6.4 Inability to Locate Participant.

In the event that the Committee is unable to locate a Participant or Beneficiary within two years following the required Payment Date, the amount allocated to the Participant’s Account shall be treated in accordance under applicable law. If, after such forfeiture, the Participant or Beneficiary later claims such benefit, such benefit may be reinstated without interest or earnings, subject to applicable laws.