Safeway (SWY)

FOR EXECUTIVE OFFICERS AND KEY EMPLOYEES OF SAFEWAY INC.

Safeway Inc., a Delaware corporation (the “Company”), previously adopted The Capital Performance Bonus Plan for Executive Officers of Safeway Inc. (the “Plan”). The objectives of the Plan are to motivate and reward the Company’s executive officers and key employees to produce results that increase shareholder value and to encourage individual and team behavior that helps the Company achieve both short and long-term corporate objectives.

The Plan is hereby amended and restated in its entirety, effective as of March 7, 2007 (the “Amendment and Restatement Effective Date”). Bonus awards granted under the Plan prior to March 7, 2007 shall be subject to the terms and conditions of the Plan as in effect immediately prior to the Amendment and Restatement Date.

ARTICLE I

FOR EXECUTIVE OFFICERS AND KEY EMPLOYEES OF SAFEWAY INC.

Safeway Inc., a Delaware corporation (the “Company”), previously adopted The Capital Performance Bonus Plan for Executive Officers of Safeway Inc. (the “Plan”). The objectives of the Plan are to motivate and reward the Company’s executive officers and key employees to produce results that increase shareholder value and to encourage individual and team behavior that helps the Company achieve both short and long-term corporate objectives.

The Plan is hereby amended and restated in its entirety, effective as of March 7, 2007 (the “Amendment and Restatement Effective Date”). Bonus awards granted under the Plan prior to March 7, 2007 shall be subject to the terms and conditions of the Plan as in effect immediately prior to the Amendment and Restatement Date.

ARTICLE I