Safeway (SWY)

Item 1.01 Entry into a Material Definitive Agreement

On February 22, 2006, the Executive Compensation Committee of the Safeway Inc. Board of Directors (the “Committee”) adopted the Blackhawk Marketing Services, Inc. 2006 Restricted Stock Plan for Eligible Employees of Safeway Inc. (the “Restricted Stock Plan”) and approved a form of Restricted Stock Award Grant Notice and Restricted Stock Agreement (the “Award Agreement”). The purpose of the Restricted Stock Plan is to provide an additional incentive for employees of Safeway Inc. (“Safeway”) and its subsidiaries to further the growth, development and financial success of Blackhawk Marketing Services, Inc., a subsidiary of Safeway (“Blackhawk”), for the benefit of Safeway and its shareholders. Under the Restricted Stock Plan, the Committee is authorized to award certain eligible employees of Safeway and its subsidiaries shares of restricted common stock in Blackhawk on the terms and conditions set forth in the Plan and the Award Agreement. The Restricted Stock Plan and the Award Agreement provide, among other things, that (a) the Committee shall administer the Restricted Stock Plan, (b) a total of 2.5 million shares of Blackhawk common stock are reserved for grant under the Restricted Stock Plan, (c) any shares of restricted stock granted under the Restricted Stock Plan shall have a purchase price at or above the par value of common stock of Blackhawk ($.001 per share) and (d) the restricted stock is generally nontransferable, subject to certain limited circumstances set forth the Restricted Stock Plan. The number of shares of restricted stock awarded to any participant, the purchase price of the restricted stock and the vesting schedule of any particular award will be established by the Committee and set forth in an individual’s Award Agreement.

A copy of the Restricted Stock Plan and the Award Agreement are attached hereto as Exhibits 10.1 and 10.2.