Officers’ Certificate – Opinion on Notes Issued Under Indenture – Safeway Inc.

SAFEWAY INC.

OFFICERS153 CERTIFICATE PURSUANT TO

SECTIONS 2.2 AND 10.4 OF THE INDENTURE

December 5, 2011

Steven A. Burd and Bradley S. Fox do hereby certify that they are the
President and Chief Executive Officer, and the Vice President and Treasurer,
respectively, of Safeway Inc., a Delaware corporation (the “Company“),
and do further certify, pursuant to resolutions of the Board of Directors of the
Company adopted on October 19, 2011 (the “Resolutions“), and in
accordance with Sections 2.2 and 10.4 of the Indenture (the “Indenture“)
dated as of September 10, 1997 between the Company and The Bank of New York
Mellon Trust Company, N.A., formerly known as The Bank of New York Trust
Company, N.A., as successor to The Bank of New York, as trustee (the
“Trustee“), as follows:

1. Attached hereto as Annex A is a true and correct copy of a specimen
note (the “Form of Note“) representing the Company153s 3.400% Notes Due
2016 (the “Notes“). The Notes are a separate series of Securities under
the Indenture.

The Company is issuing initially $400 million in aggregate principal amount
of the Notes. The Company may issue additional Notes from time to time after the
date hereof, and such additional Notes will be treated as a single class with
the previously issued Notes for all purposes under the Indenture. No additional
Notes may be issued if an Event of Default has occurred with respect to such
Notes.

2. The Form of Note sets forth certain of the terms required to be set forth
in this certificate pursuant to Section 2.2 of the Indenture, and said terms are
incorporated herein by reference. The Notes were offered at an initial public
offering price of 99.946% of the principal amount thereof.

3. In addition to the covenants set forth in Article IV of the Indenture, the
Notes shall include the following additional covenants, and such additional
covenants shall be subject to covenant defeasance pursuant to Section 8.4 of the
Indenture:

“Section 4.7 Limitation on Liens.

The Company shall not, nor shall it permit any of its Subsidiaries to,
create, incur, or permit to exist, any Lien on any of their respective
properties or assets, whether now owned or hereafter acquired, or upon any
income or profits therefrom, in order to secure any Indebtedness of the Company,
without effectively providing that the Notes shall be equally and ratably
secured until such time as such Indebtedness is no longer secured by such Lien,
except: (i) Liens existing as of December 5, 2011 (the “Closing Date“);
(ii) Liens granted after the Closing Date on any assets or properties of the
Company or any of its Subsidiaries securing Indebtedness of the Company created
in favor of the Holders of the Notes; (iii) Liens securing Indebtedness of the
Company which is incurred to extend, renew or refinance Indebtedness which is
secured by Liens permitted to be incurred under the Indenture; provided that
such Liens do not extend to or cover any property or assets of the Company or
any of its Subsidiaries other than the property or assets securing the
Indebtedness being refinanced and that the principal amount of such Indebtedness
does not exceed the principal amount of the Indebtedness being refinanced; (iv)
Permitted Liens; and (v) Liens created in substitution of or as replacements for
any Liens permitted by the preceding clauses (i) through (iv), provided that,
based on a good faith

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determination of an officer of the Company, the property or asset encumbered
under any such substitute or replacement Lien is substantially similar in nature
to the property or asset encumbered by the otherwise permitted Lien which is
being replaced.

Notwithstanding the foregoing, the Company and any Subsidiary of the Company
may, without securing the Notes, create, incur or permit to exist Liens which
would otherwise be subject to the restrictions set forth in the preceding
paragraph, if after giving effect thereto and at the time of determination,
Exempted Debt does not exceed the greater of (i) 10% of Consolidated Net
Tangible Assets or (ii) $350,000,000.

Section 4.8 Limitation on Sale and Lease-Back Transactions.

The Company shall not, nor shall it permit any of its Subsidiaries to, enter
into any sale and lease-back transaction for the sale and leasing back of any
property or asset, whether now owned or hereafter acquired, of the Company or
any of its Subsidiaries (except such transactions (i) entered into prior to the
Closing Date or (ii) for the sale and leasing back of any property or asset by a
Subsidiary of the Company to the Company or (iii) involving leases for less than
three years or (iv) in which the lease for the property or asset is entered into
within 120 days after the later of the date of acquisition, completion of
construction or commencement of full operations of such property or asset)
unless (a) the Company or such Subsidiary would be entitled under Section 4.7 to
create, incur or permit to exist a Lien on the assets to be leased in an amount
at least equal to the Attributable Liens in respect of such transaction without
equally and ratably securing the Notes or (b) the proceeds of the sale of the
assets to be leased are at least equal to their fair market value and the
proceeds are applied to the purchase or acquisition (or in the case of real
property, the construction) of assets or to the repayment of Indebtedness of the
Company or a Subsidiary of the Company which by its terms matures not earlier
than one year after the date of such repayment.

Section 4.9 Offer to Purchase Upon Change of Control Triggering Event

If a Change of Control Triggering Event occurs, unless the Company has
exercised its option to redeem the Notes as described in the Notes, the Company
will make an offer (the “Change of Control Offer”) to each Holder of the Notes
to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000
in excess thereof) of that Holder153s Notes. In the Change of Control Offer, the
Company will offer payment in cash equal to 101% of the aggregate principal
amount of Notes repurchased, plus accrued and unpaid interest, if any, on the
Notes repurchased to the date of repurchase (the “Change of Control Payment”).
Within 30 days following any Change of Control Triggering Event or, at the
Company153s option, prior to any Change of Control, but after public announcement
of the transaction that constitutes or may constitute the Change of Control, the
Company will mail a notice to Holders of the Notes describing the transaction
that constitutes or may constitute the Change of Control Triggering Event and
offering to repurchase the Notes on the date specified in the notice, which date
will be no earlier than 30 days and no later than 60 days from the date such
notice is mailed (the “Change of Control Payment Date”). The notice will, if
mailed prior to the date of consummation of the Change of Control, state that
the offer to purchase is conditioned on the Change of Control Triggering Event
occurring on or prior to the Change of Control Payment Date.

On the Change of Control Payment Date, the Company will, to the extent
lawful:

(i) accept for payment all Notes or portions of Notes properly tendered
pursuant to the Change of Control Offer;

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(ii) deposit with the Paying Agent an amount equal to the Change of Control
Payment in respect of all Notes or portions of Notes properly tendered; and

(iii) deliver or cause to be delivered to the Trustee the Notes properly
accepted together with an Officers153 Certificate stating the aggregate principal
amount of Notes or portions of Notes being repurchased.

The Company will not be required to make a Change of Control Offer upon the
occurrence of a Change of Control Triggering Event if a third party makes such
an offer in the manner, at the times and otherwise in compliance with the
requirements for an offer made by the Company and the third party repurchases
all Notes properly tendered and not withdrawn under its offer. In addition, the
Company will not repurchase any Notes if there has occurred and is continuing on
the Change of Control Payment Date an Event of Default under this Indenture,
other than a default in the payment of the Change of Control Payment upon a
Change of Control Triggering Event.

The Paying Agent will promptly pay to each Holder of Notes so tendered the
Change of Control Payment for such Notes, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book entry) to each Holder
a new Note equal in principal amount to any unpurchased portion of the Notes
surrendered, if any; provided that each such new Note will be in a principal
amount of $2,000 or an integral multiple of $1,000 in excess thereof.

The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control Triggering Event. To
the extent that the provisions of any such securities laws or regulations
conflict with the Change of Control Offer provisions of the Notes, the Company
will comply with those securities laws and regulations and will not be deemed to
have breached its obligations hereunder by virtue of any such conflict.”

4. In addition to the Events of Default set forth in Section 6.1 of the
Indenture, the Notes shall include the following additional Event of Default,
which shall be deemed an Event of Default under Section 6.1(g) of the Indenture:

“acceleration of $150,000,000 or more, individually or in the aggregate, in
principal amount of Indebtedness of the Company under the terms of the
instrument under which such Indebtedness is issued or secured, except as a
result of compliance with applicable laws, orders or decrees, if such
Indebtedness shall not have been discharged or such acceleration is not annulled
within 10 days after written notice.”

5. In addition to the definitions set forth in Article I of the Indenture,
the Notes shall include the following additional definitions, which, in the
event of a conflict with the definition of terms in the Indenture, shall
control:

“Attributable Liens” means in connection with a sale and lease-back
transaction the lesser of (a) the fair market value of the assets subject to
such transaction and (b) the present value (discounted at a rate per annum equal
to the average interest borne by all outstanding Securities issued under the
Indenture determined on a weighted average basis and compounded semi-annually)
of the obligations of the lessee for rental payments during the term of the
related lease.

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“Bank Credit Agreement” means the Credit Agreement as of June 1, 2011, by and
among Safeway Inc. and Canada Safeway Limited, as borrowers, Merrill Lynch,
Pierce, Fenner & Smith Incorporated and JP Morgan Securities, Inc., as joint
lead arrangers and joint bookrunners, Deutsche Bank AG New York Branch, as
domestic administrative agent, Deutsche Bank AG Canada Branch as Canadian
administrative agent, Deutsche Bank Securities Inc., BNP Paribas Securities
Corp., U.S. Bank National Association and Wells Fargo Securities, LLC, as joint
lead arrangers, Bank of America, N.A. and JPMorgan Chase Bank, N.A. as
syndication agents, BNP Paribas, U.S. Bank National Association and Wells Fargo
Bank, National Association, as documentation agents, and the lenders that are
parties thereto, as such agreement may be amended (including any amendment,
restatement, refinancing and successors thereof), supplemented or otherwise
modified from time to time, including any increase in the principal amount of
the obligations thereunder.

“Capital Lease” means any Indebtedness represented by a lease obligation of a
person incurred with respect to real property or equipment acquired or leased by
such person and used in its business that is required to be recorded as a
capital lease in accordance with GAAP.

“Change of Control” means the occurrence of any of the following: (1) the
direct or indirect sale, transfer, conveyance or other disposition (other than
by way of merger or consolidation), in one or a series of related transactions,
of all or substantially all of the Company153s properties or assets and those of
its Subsidiaries taken as a whole to any “person” (as that term is used in
Section 13(d)(3) of the Exchange Act) other than the Company or one of its
Subsidiaries; (2) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any
“person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other
than the Company or one of its Subsidiaries) becomes the beneficial owner (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
indirectly, of more than 50% of the Company153s Voting Stock or other Voting Stock
into which the Company153s Voting Stock is reclassified, consolidated, exchanged
or changed, measured by voting power rather than number of shares; or (3) the
first day on which a majority of the members of the Board of Directors are not
Continuing Directors. Notwithstanding the foregoing, a transaction will not be
deemed to involve a Change of Control if (1) the Company becomes a direct or
indirect wholly-owned Subsidiary of a holding company and (2)(A) the direct or
indirect holders of the Voting Stock of such holding company immediately
following that transaction are substantially the same as the holders of the
Company153s Voting Stock immediately prior to that transaction or (B) immediately
following that transaction no person (other than a holding company satisfying
the requirements of this sentence) is the beneficial owner, directly or
indirectly, of more than 50% of the Voting Stock of such holding company.

“Change of Control Triggering Event” means the occurrence of both a Change of
Control and a Rating Event.

“Consolidated Net Tangible Assets” means the total amount of assets of the
Company and its Subsidiaries (less applicable depreciation, amortization and
other valuation reserves) after deducting therefrom (i) all current liabilities
of the Company and its Subsidiaries and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expenses and other like
intangibles, determined on a consolidated basis in accordance with GAAP.

“Continuing Directors” means, as of any date of determination, any member of
the Board of Directors who (1) was a member of the Board of Directors on the
date the Notes were issued or (2) was nominated for election, elected or
appointed to the Board of Directors with the approval of a majority of the
Continuing Directors who were members of the Board of Directors at the times of
such nomination, election or appointment (either by a specific vote or by
approval of the

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Company153s proxy statement in which such member was named as a nominee for
election as a director, without objection to such nomination).

“Currency Agreement” means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement designed to protect the
Company or any of its Subsidiaries against fluctuations in currency values.

“Exempted Debt” means the sum of the following as of the date of
determination: (i) Indebtedness of the Company incurred after the Closing Date
and secured by Liens not otherwise permitted by the first sentence under Section
4.7, and (ii) Attributable Liens of the Company and its Subsidiaries in respect
of sale and lease-back transactions entered into after the Closing Date, other
than sale and lease-back transactions permitted by the limitation on sale and
lease-back transactions set forth under Section 4.8. For purposes of determining
whether or not a sale and lease-back transaction is “permitted” by Section
4.8, the last paragraph under Section 4.7 (creating an exception for
Exempted Debt) will be disregarded.

“Fitch” means Fitch Ratings Ltd.

“Indebtedness” of any person means, without duplication, any indebtedness,
whether or not contingent, in respect of borrowed money or evidenced by bonds,
notes, debentures or similar instruments or letters of credit (or reimbursement
agreements with respect thereto) or representing the balance deferred and unpaid
of the purchase price of any property (including pursuant to Capital Leases),
except any such balance that constitutes an accrued expense or trade payable, if
and to the extent any of the foregoing indebtedness would appear as a liability
upon a balance sheet of such person prepared on a consolidated basis in
accordance with GAAP (but does not include contingent liabilities which appear
only in a footnote to a balance sheet), and shall also include, to the extent
not otherwise included, the guaranty of items which would be included within
this definition.

“Interest Swap Obligations” means the obligations of any person pursuant to
any interest rate swap agreement, interest rate collar agreement or other
similar agreement or arrangement designed to protect such person or any of its
Subsidiaries against fluctuations in interest rates.

“Investment Grade Rating” means a rating equal to or higher than BBB- (or the
equivalent) by Fitch, Baa3 (or the equivalent) by Moody153s and BBB- (or the
equivalent) by S&P, and the equivalent investment grade credit rating from
any additional Rating Agency or Rating Agencies selected by the Company.

“Joint Venture” means a joint venture, partnership or other similar
arrangement, whether in corporate, partnership or other legal form; provided
that, as to any such arrangement in corporate form, such corporation shall not,
as to any person of which such corporation is a Subsidiary, be considered to be
a Joint Venture to which such person is a party.

“Lien” means any lien, security interest, charge or encumbrance of any kind
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, and any agreement to give any security interest).

“Moody153s” means Moody153s Investors Service, Inc.

“Permitted Liens” means (i) Liens securing Indebtedness of the Company under
the Bank Credit Agreement and any initial or subsequent renewal, extension,
refinancing, replacement or refunding thereof; (ii) Liens on accounts
receivable, merchandise inventory, equipment, and

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patents, trademarks, trade names and other intangibles, securing Indebtedness
of the Company; (iii) Liens on any asset of the Company, any Subsidiary of the
Company, or any Joint Venture to which the Company or any of its Subsidiaries is
a party, created solely to secure obligations incurred to finance the
refurbishment, improvement or construction of such asset, which obligations are
incurred no later than 24 months after completion of such refurbishment,
improvement or construction, and all renewals, extensions, refinancings,
replacements or refundings of such obligations; (iv)(a) Liens given to secure
the payment of the purchase price incurred in connection with the acquisition
(including acquisition through merger or consolidation) of property (including
shares of stock), including Capital Lease transactions in connection with any
such acquisition, and (b) Liens existing on property at the time of acquisition
thereof or at the time of acquisition by the Company or a Subsidiary of the
Company of any person then owning such property whether or not such existing
Liens were given to secure the payment of the purchase price of the property to
which they attach; provided that, with respect to clause (a), the Liens
shall be given within 24 months after such acquisition and shall attach solely
to the property acquired or purchased and any improvements then or thereafter
placed thereon; (v) Liens in favor of customs and revenue authorities arising as
a matter of law to secure payment of customs duties in connection with the
importation of goods; (vi) Liens upon specific items of inventory or other goods
and proceeds of any person securing such person153s obligations in respect of
bankers153 acceptances issued or created for the account of such person to
facilitate the purchase, shipment or storage of such inventory or other goods;
(vii) Liens securing reimbursement obligations with respect to letters of credit
that encumber documents and other property relating to such letters of credit
and the products and proceeds thereof; (viii) Liens on key-man life insurance
policies granted to secure Indebtedness of the Company against the cash
surrender value thereof; (ix) Liens encumbering customary initial deposits and
margin deposits and other Liens in the ordinary course of business, in each case
securing Indebtedness of the Company under Interest Swap Obligations and
Currency Agreements and forward contract, option, futures contracts, futures
options or similar agreements or arrangements designed to protect the Company or
any of its Subsidiaries from fluctuations in interest rates, currencies or the
price of commodities; (x) Liens arising out of conditional sale, title
retention, consignment or similar arrangements for the sale of goods entered
into by the Company or any of its Subsidiaries in the ordinary course of
business; and (xi) Liens in favor of the Company or any Subsidiary of the
Company.

“Rating Agencies” means (1) each of Fitch, Moody153s and S&P; and (2) if
any of Fitch, Moody153s or S&P ceases to rate the Notes or fails to make a
rating of the Notes publicly available for reasons outside of the Company153s
control, a “nationally recognized statistical rating organization” within the
meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the
Company as a replacement agency for Fitch, Moody153s or S&P, or all of them,
as the case may be.

“Rating Event” means the rating on the Notes is lowered by each of the Rating
Agencies, and the Notes are rated below an Investment Grade Rating by each of
the Rating Agencies on any day within the 60-day period (which 60-day period
will be extended so long as the rating of the Notes is under publicly announced
consideration for a possible downgrade by any of the Rating Agencies) after the
earlier of (1) the occurrence of a Change of Control and (2) public notice of
the occurrence of a Change of Control or the Company153s intention to effect a
Change of Control; provided, however, that a Rating Event otherwise
arising by virtue of a particular reduction in rating will not be deemed to have
occurred in respect of a particular Change of Control (and thus will not be
deemed a Rating Event for purposes of the definition of Change of Control
Triggering Event) if the Rating Agencies making the reduction in rating to which
this definition would otherwise apply do not announce or publicly confirm or
inform the Trustee in writing at the

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Company153s or the Trustee153s request that the reduction was the result, in
whole or in part, of any event or circumstance comprised of or arising as a
result of, or in respect of, the applicable Change of Control (whether or not
the applicable Change of Control has occurred at the time of the Rating Event).

“S&P” means Standard & Poor153s Rating Services, a division of The
McGraw-Hill Companies, Inc.

“Voting Stock” means, with respect to any specified “person” (as that term is
used in Section 13(d)(3) of the Exchange Act) as of any date, the Capital Stock
of such person that is at the time entitled to vote generally in the election of
the board of directors of such person.

6. Each of the undersigned is authorized to approve the form, terms and
conditions of the Notes pursuant to the Resolutions.

7. Attached hereto as Annex B is a true and correct copy of the
Resolutions.

8. The Notes shall be issued as Global Securities (subject to exchange for
definitive certificated Notes under the circumstances provided in the Indenture)
and The Depository Trust Company shall be Depository for the Notes.

9. Attached hereto as Annex C is a true and correct copy of the letter
addressed to the Trustee entitling the Trustee to rely on certain paragraphs of
the Opinion of Counsel attached thereto, which Opinion relates to the Notes and
is delivered in compliance with Section 10.4(b) of the Indenture.

10. Each of the undersigned has reviewed the provisions of the Indenture,
including the covenants and conditions precedent pertaining to the
authentication and issuance of the Notes.

11. In connection with this certificate each of the undersigned has examined
documents, corporate records and certificates and has spoken with other officers
of the Company.

12. Each of the undersigned has made such examination and investigation as is
necessary to enable the undersigned to express an informed opinion as to whether
or not the covenants and conditions precedent of the Indenture pertaining to the
authentication and issuance of the Notes have been satisfied.

13. In our opinion all of the covenants and conditions precedent provided for
in the Indenture for the authentication and issuance of the Notes have been
satisfied.

Terms used herein that are not otherwise defined shall have the meanings
ascribed thereto in the Indenture or the Notes, as the case may be.

[Signature Page Follows]

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IN WITNESS WHEREOF, each of the undersigned officers has executed this
certificate as of the date first written above.

/s/ Steven A. Burd

Steven A. Burd

President and Chief Executive Officer

/s/ Bradley S. Fox

Bradley S. Fox

Vice President and Treasurer