Safeway (SWY)

EXECUTIVE DEATH BENEFITS

Pursuant to this Article 3, a death benefit shall be payable to the Life Insurance Beneficiary of any Executive Officer who is a Participant and who dies subsequent to December 31, 2004 while employed as an Executive Officer by the Company, a Subsidiary, or an Affiliate, regardless of whether death occurs while performing services.

The death benefit payable to a Life Insurance Beneficiary on account of the preretirement death of an Executive Officer after December 31, 2004, who is eligible to receive such benefit under Section 3.01, shall equal 400% of the Executive Officer’s annual rate of base salary in effect at time of his death not to exceed $4 million, minus the amount payable on account of the Executive Officer’s death to his Life Insurance Beneficiary that the Company provides under the Group Term Life Insurance Plan.

A postretirement death benefit shall be payable to the Life Insurance Beneficiary of a Participant who Retires from the Company, a Subsidiary, or an Affiliate as an Executive Officer after December 31, 2004.

The death benefit payable to a Life Insurance Beneficiary on account of the postretirement death of an Executive Officer, who is eligible to receive such benefit under Section 3.03, shall equal the following:

Participants who were members of the Executive Supplemental Benefit Plan and who are not eligible for a postretirement death benefit under paragraph 3.03 shall be eligible for the Post-Retirement Life Insurance Plan (irrespective of the 15-year service requirement). If such a Participant’s death benefit under the Post-Retirement

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Life Insurance Plan is less than the amount that would be payable under paragraph 3.04(b) if the Participant was eligible to receive such postretirement death benefit, and if the Participant had both attained age 50 and participated in the Executive Supplemental Benefit Plan for at least five years as of December 31, 1993, then the difference between such amounts, less the death benefit paid under Section 3.05 of the Prior Plan, shall be paid under this Section 3.05 to the Participant’s Life Insurance Beneficiary.