Safeway (SWY)

9. Miscellaneous Provisions.

(a) No Assignment or Transfer. No right or interest of any kind in the Supplemental Retirement Benefit shall be transferable or assignable by the Executive or his beneficiary, or be subject to alienation, encumbrance, garnishment, attachment, execution or levy of any kind, voluntary or involuntary. This prohibition shall not apply to the creation, assignment or recognition of a right to any interest payable hereunder with respect to the Executive pursuant to a domestic relations order that satisfies the requirements of a qualified domestic relations order (“QDRO”) as that term is defined in Section 414(p) of the Internal Revenue Code of 1986, as amended (the “Code”) as if this Agreement were qualified under Section 401(a) of the Code. Payment pursuant to such domestic relations order may be made as soon as administratively feasible following determination by the Company that said order satisfies the requirements of a QDRO.

(b) Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto in respect of the Supplemental Retirement Benefit. This Agreement supersedes and replaces in its entirety all prior oral and written agreements, understandings, commitments, and practices between the parties with respect to the Supplemental Retirement Benefit.

(c) Claims.

(i) Notice of Denial. If the Executive submits a claim for payment of benefits under this Agreement and the Company determines that the Executive is not eligible for payment of benefits or, if applicable, is not eligible for payment of benefits in the amount requested, then the Company shall, within a reasonable period of time, but no later than 90 days after receipt of the written claim, notify the Executive of the denial of the claim. Such notice of denial: (1) shall be in writing; (2) shall be written in a manner calculated to be understood by the Executive; and (3) shall contain: (A) the specific reason or reasons for denial of the claim; (B) a specific reference to the pertinent provisions of the Agreement or administrative rules and regulations upon which the denial is based; (C) a description of any additional material or information necessary for the Executive to perfect the claim; and (D) an explanation of the Agreement’s appeal procedures and the time limits applicable to such procedures, including a statement of the Executive’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.

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(ii) Reconsideration Procedures. Within 60 days of the receipt by the Executive of the written notice of denial of the claim, the Executive may file a written request with the Company that it conduct a full and fair review of the denial of the Executive’s claim for benefits. The Executive’s written request must include a statement of the grounds on which the Executive appeals the original claim denial. The Company shall deliver to the Executive a written decision on the claim promptly, but not later than 60 days after the receipt of the Executive’s request for review, except that if there are special circumstances that require an extension of time for processing, the 60-day period shall be extended to 120 days, in which case written notice of the extension shall be furnished to the Executive prior to the end of the 60-day period.

(d) Severability. The provisions of this Agreement shall be regarded as severable, and if any provisions or any part of this Agreement are declared invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remainder of such provisions or parts and the applicability of this Section shall not be affected thereby.

(e) Governing Law. This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of California without regard to its principles of conflict of laws to the extent not preempted by ERISA.

(f) Notices. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered by messenger or in person, or when mailed by United States registered mail, return receipt requested, postage prepaid, as follows:

or such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

(g) Binding Nature. Nothing in this Agreement shall prevent the consolidation of the Company with, or its merger into, any other corporation, or the sale by the Company of all or substantially all of its properties or assets; and this Agreement shall inure to the benefit of, be binding upon and be enforceable by, any successor surviving or resulting corporation, or other entity to which such assets shall be transferred. Unless otherwise agreed to by the Executive, the Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive (such agreement not to be unreasonably withheld or delayed), to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. This Agreement shall not otherwise be assigned by

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the Company. As used in this Agreement, “Company” shall mean the Company as previously defined and any successor or assign to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this paragraph or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. This Agreement shall not be terminated by the voluntary or involuntary dissolution of the Company.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.

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