Safeway (SWY)

Executive Compensation Committee Interlocks and Insider Participation

The Executive Compensation Committee is comprised entirely of independent directors. Please see the discussion regarding Mr. Tauscher’s previously outstanding loan under “Corporate Governance Principles and Board Matters – Director Independence” earlier in this Proxy Statement.

Executive Compensation Committee Interlocks and Insider Participation

The Executive Compensation Committee is comprised entirely of independent directors. Please see the discussion regarding Mr. Tauscher’s previously outstanding loan under “Corporate Governance Principles and Board Matters – Director Independence” earlier in this Proxy Statement.

Executive Compensation Committee Interlocks and Insider Participation

The Executive Compensation Committee is comprised entirely of independent directors. Please see the discussion regarding Mr. Tauscher’s outstanding loan to the Company under “Corporate Governance Principles and Board Matters – Director Independence” earlier in this Proxy Statement.

EXECUTIVE COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Hazen, MacDonnell and Viault and Ms. Stirn served as members, and Mr. Tauscher served as Chair, of the Executive Compensation Committee of the Company’s Board of Directors during fiscal 2005. In March 2006, the Board of Directors appointed Mr. Viault as Chair of the Executive Compensation Committee. The same individuals constituted the Section 162(m) Subcommittee, which was dissolved as of March 10, 2005.

The SEC requires disclosure of certain relationships with the Company that involve the members of the Executive Compensation Committee. From time to time, the Company engages in various transactions with entities in which certain of its directors have an interest. Unless disclosed otherwise, such transactions and relationships are not material to the individual or the Company. The transactions are not significant enough to result in those directors not being considered “independent” under the Company’s Director Independence Standards or the NYSE’s director independence standards. Thus, each member of the Executive Compensation Committee has been affirmatively determined by the Board to be independent under each set of standards.

In 1998, Mr. Tauscher purchased 4,467 shares of Common Stock of the Company pursuant to the 1999 Equity Plan. In connection with such purchase, Mr. Tauscher delivered to the Company a full recourse promissory note in the amount of $133,070 which matures in 2008 and bears interest at 5.75% per annum. There have been no alterations or modifications to the terms of the loan since 1998; nor have there been any extensions of the loan. Such amount (plus accrued interest) represents the largest aggregate amount of indebtedness outstanding since the beginning of fiscal 2005 for Mr. Tauscher, and he remained indebted to the Company for such amount (plus accrued interest) as of March 27, 2006.

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The following Report of the Executive Compensation Committee, Report of the Audit Committee and the Stock Performance Graph are not to be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Securities Exchange Act of 1934 except to the extent the Company specifically requests that such information be treated as soliciting material or specifically incorporates it by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

EXECUTIVE COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Hazen, MacDonnell, Stirn and Viault served as members, and Mr. Tauscher served as Chair, of the Executive Compensation Committee of the Company’s Board of Directors during fiscal 2004. The same individuals constituted the Section 162(m) Subcommittee, which was dissolved as of March 10, 2005.

The SEC requires disclosure of certain relationships with the Company that involve the members of the Executive Compensation Committee. The Company engages in various transactions with entities in which certain of its directors have an interest. For the most part, and except as disclosed otherwise, such transactions and relationships are not material to the individual or to Safeway. The transactions are not significant enough to result in those directors not being considered “independent” within the meaning of the Company’s narrowly prescribed Director Independence Standards or the NYSE’s director independence standards. Thus, each member of the Executive Compensation Committee and the Section 162(m) Subcommittee has been affirmatively determined by the Board to be independent under each of these standards.

In 1998, Mr. Tauscher purchased 4,467 shares of Common Stock of the Company pursuant to the 1999 Equity Plan. In connection with such purchase, Mr. Tauscher delivered to the Company a full recourse promissory note in the amount of $133,070 which matures in 2008 and bears interest at 5.75% per annum. There have been no alterations or modifications to the terms of the loan since 1998. Such amount (plus accrued interest) represents the largest aggregate amount of indebtedness outstanding since the beginning of fiscal 2004 for Mr. Tauscher, and he remained indebted to the Company for such amount (plus accrued interest) as of March 28, 2005.

In 1999, Ms. Stirn purchased 3,457 shares of Common Stock of the Company pursuant to the 1999 Equity Plan. In connection with such purchase, Ms. Stirn delivered to the Company a full recourse promissory note in the amount of $139,900, which matures in 2009 and bears interest at 5.5% per annum. Ms. Stirn paid off this loan in full on May 3, 2004.

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The following Report of the Executive Compensation Committee, Report of the Audit Committee and the Stock Performance Graph are not to be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Exchange Act except to the extent the Company specifically requests that such information be treated as soliciting material or specifically incorporates it by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.