Safeway (SWY)

3. Restricted Stock of Blackhawk Network Holdings, Inc.

We have a subsidiary, Blackhawk Network Holdings, Inc. (“Blackhawk”), which is engaged in businesses related to, but different from, our food retail business. Blackhawk’s businesses include electronic gift cards, other prepaid electronic cards (telecom, attractions, sports) and other products and services. Our Board of Directors believes Blackhawk is a high-growth business that, because of our ownership interest, could produce significant value to the Company and its stockholders.

In an effort to encourage the growth of Blackhawk for the benefit of the Company and its stockholders, and to retain executives viewed as important to its success, in February 2006, the Committee approved a restricted stock program at Blackhawk. Restricted shares of Blackhawk Common Stock were awarded to key Blackhawk executives. In addition, restricted shares of Blackhawk Common Stock were awarded to our executives whom the Committee believes are particularly responsible for the continued and future growth of Blackhawk. The Committee believes the awards to our executive officers will provide an incentive to grow the Blackhawk business unit, which will produce a benefit to our stockholders. All shares of Blackhawk restricted stock awarded to our executive officers vest 20% each year beginning with the date of the grant. The value of the shares is reported elsewhere in this Proxy Statement. Safeway Inc. continues to own in excess of 97% of the shares of Blackhawk Common Stock.