Safeway (SWY)

Eligibility

Our executive officers and key employees are eligible to receive bonus awards under the Capital Bonus Plan. Individuals who are eligible to participate in the Capital Bonus Plan may receive a bonus award for each

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performance period in an amount, determined in the discretion of the Committee, not to exceed 30% of the amount of base compensation (excluding moving expenses, bonus pay and other payments which are not considered part of regular weekly salary rate) paid or payable to him or her during the performance period, determined without reduction under a plan subject to Section 125 or 401(k) of the Code or any deferral under a non-qualified deferred compensation plan. If our stockholders approve the amendment and restatement of the Capital Bonus Plan, the maximum aggregate amount payable pursuant to all bonus awards granted to a participant under the Capital Bonus Plan during any calendar year will be $350,000 ($500,000 in the case of the CEO).

As of March 19, 2007, there were seven executive officers and two key employees eligible to participate in the Capital Bonus Plan. None of our executive officers or key employees is entitled to participate in the Capital Bonus Plan as a matter of right, nor does any such participation constitute assurance of continued employment or service. Only those executive officers and key employees who are selected to receive grants by the administrator may participate in the Capital Bonus Plan.