Safeway (SWY)

5. Unfunded.

(a) The Company intends to set aside such amounts as are necessary to provide the Executive with his Supplemental Retirement Benefit. While the Company shall set aside amounts which, based on certain assumptions, are intended, together with investment earnings thereon, to be sufficient to provide the Supplemental Retirement Benefit to the Executive, the Company does not guarantee that such amounts shall be set aside each year.

(b) All amounts set aside by the Company to meet its obligations under this Agreement shall remain part of the general assets of the Company and shall remain subject to the claims of the general creditors of the Company until paid to the Executive (or his beneficiary, if applicable).

(c) The right of the Executive or his beneficiary to receive a distribution hereunder shall be an unsecured claim against the general assets of the Company, and neither the Executive nor his beneficiary shall have any rights in or against the Supplemental Retirement Benefit or any other specific assets of the Executive. All amounts set aside to fund the Supplemental Retirement Benefit shall constitute general assets of the Company and may be disposed of by the Company at such time and for such purposes as it may deem appropriate. Nothing contained in this Agreement shall be deemed to create a trust of any kind for the benefit of the Executive or his beneficiaries or to create any fiduciary relationship between the Company and the Executive or his beneficiaries.

6. No Employment Rights. This Agreement does not confer upon the Executive the right to be retained in the Company’s employ, and the Executive shall remain subject to discharge, discipline and termination to the same extent as if this Agreement did not exist. This Agreement creates no rights or obligations other than those expressed herein.

2

5. Unfunded.

6. Unfunded.

(a) The Company intends to set aside such amounts as are necessary to provide the Executive with his Supplemental Retirement Benefit. While the Company shall set aside amounts which, based on certain assumptions, are intended, together with investment earnings thereon, to be sufficient to provide the Supplemental Retirement Benefit to the Executive, the Company does not guarantee that such amounts shall be set aside each year.

(b) All amounts set aside by the Company to meet its obligations under the Agreement shall remain part of the general assets of the Company and shall remain subject to the claims of the general creditors of the Company until paid to the Executive (or his beneficiary, if applicable).

(c) The right of the Executive or his beneficiary to receive a distribution hereunder shall be an unsecured claim against the general assets of the Company, and neither the Executive nor his beneficiary shall have any rights in or against the Supplemental Retirement Benefit or any other specific assets of the Executive. All amounts set aside to fund the Supplemental Retirement Benefit shall constitute general assets of the Company and may be disposed of by the Company at such time and for such purposes as it may deem appropriate. Nothing contained in this Agreement shall be deemed to create a trust of any kind for the benefit of the Executive or his beneficiaries or to create any fiduciary relationship between the Company and the Executive or his beneficiaries.

2

7. No Employment Rights. This Agreement does not confer upon the Executive the right to be retained in the Company’s employ, and the Executive shall remain subject to discharge, discipline and termination to the same extent as if this Agreement did not exist. This Agreement creates no rights or obligations other than those expressed herein.

8. Amendment and Termination. The Company may at any time amend or terminate this Agreement, in whole or in part, without the consent of the Executive or his beneficiary. No amendment, however, shall reduce the Executive’s Supplemental Retirement Benefit under the terms of the Agreement as in effect immediately prior to the amendment or termination.