{"id":38752,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/deferred-compensation-plan-for-nonemployee-directors-safeway.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"deferred-compensation-plan-for-nonemployee-directors-safeway","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/deferred-compensation-plan-for-nonemployee-directors-safeway.html","title":{"rendered":"Deferred Compensation Plan for Nonemployee Directors – Safeway Inc."},"content":{"rendered":"

DEFERRED COMPENSATION PLAN FOR SAFEWAY <\/strong><\/p>\n

NON-EMPLOYEE DIRECTORS II <\/strong><\/p>\n

(Amended and Restated Effective January 1, 2011)
\n<\/strong><\/p>\n

ARTICLE I <\/strong><\/p>\n

1.1 Introduction<\/u>.<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

The name of this plan is the “Deferred Compensation Plan for Safeway
\nNon-Employee Directors II” (the “Plan”). Its purpose is to provide non-employee
\nDirectors of the Company with increased flexibility in timing the receipt of
\nboard service fees and to assist the Company in attracting and retaining
\nqualified individuals to serve as Directors. The Plan is effective as of January
\n1, 2005, and was amended and restated as of January 1, 2009, to comply with Code
\nSection 409A, and amended and restated again effective January 1, 2011. Between
\nJanuary 1, 2005 and December 31, 2008, the Plan operated in good faith
\ncompliance with the guidance issued under Code Section 409A.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

The Plan is the successor plan to the Deferred Compensation Plan for Safeway
\nNon-Employee Directors (the “Prior Plan”). Effective December 31, 2004, the
\nPrior Plan was frozen and no new deferrals will be made under it; provided,
\nhowever, that any deferrals made under the Prior Plan before January 1, 2005
\nwill continue to be governed by the terms and conditions of the Prior Plan as in
\neffect on December 31, 2004 or on the date of any later amendment, provided that
\nsuch amendment is not a material modification of the Prior Plan under Section
\n409A of the Code and regulations promulgated thereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Any deferrals made under the Prior Plan after December 31, 2004 are deemed to
\nhave been made under the Plan and all such deferrals are governed by the terms
\nand conditions of the Plan as it may be amended from time to time.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

The Plan is intended to comply with the requirements of Section 409A of the
\nCode.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

1.2 Definitions<\/u>. Whenever used in this Plan, the following terms shall
\nhave the meaning set forth below:<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

“Annual Fee” means the base annual fee payable to a Director for the
\nDirector153s service as a member of the Board, as determined by the Board from
\ntime to time, exclusive of any other fees, including, but not limited to, annual
\nfees for committee membership.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

“Automatic Deferral” means the automatic deferral as described in Section 3.1
\nbelow.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

“Board” means the Board of Directors of the Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

“Closing Price” means the closing price of the Company153s Common Stock as
\nreported in The Wall Street Journal<\/em>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

“Code” means the Internal Revenue Code of 1986, as amended.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

“Common Stock” means the Common Stock, par value $.01 per share, of Safeway
\nInc.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

\n

“Company” means Safeway Inc.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(h)<\/p>\n<\/td>\n

\n

“Compensation” means all remuneration paid to a Director for services as a
\nDirector other than reimbursement for expenses and shall include, but not be
\nlimited to, Annual Fees and fees for committee membership.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

“Director” means any individual serving on the Board who is not an employee
\nof the Company or any of its direct or indirect subsidiaries.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(j)<\/p>\n<\/td>\n

\n

“Elective Deferral” means a Participant153s elective deferral as described in
\nSection 3.2 below.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(k)<\/p>\n<\/td>\n

\n

“Participant” means a Director who receives Compensation from the Company in
\nany Plan Year.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(l)<\/p>\n<\/td>\n

\n

“Plan Administrator” means a committee consisting of one or more senior
\nexecutives of the Company designated by the Chief Executive Officer of the
\nCompany.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(m)<\/p>\n<\/td>\n

\n

“Plan” means the Deferred Compensation Plan for Safeway Non-Employee
\nDirectors II, effective as of January 1, 2005, and as amended thereafter.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(n)<\/p>\n<\/td>\n

\n

“Plan Year” means the calendar year.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(o)<\/p>\n<\/td>\n

\n

“Prior Plan” means Deferred Compensation Plan for Safeway Non-Employee
\nDirectors.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(p)<\/p>\n<\/td>\n

\n

“Separation from Service” or “Separates from Service” means termination of a
\nDirector153s service as a non-employee member of the Board consistent with Code
\nSection 409A and the regulations promulgated thereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE II <\/strong><\/p>\n

2.1 Participation in the Plan<\/u>. Any individual who is a Director as
\ndefined in Section 1.2(h) shall participate in the Plan.<\/p>\n

2<\/p>\n

\n

ARTICLE III <\/strong><\/p>\n

3.1 Automatic Deferrals<\/u>.<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Prior to the fourth calendar quarter of the 2007 Plan Year, payment of 50% of
\na Director153s Compensation for each Plan Year shall automatically be deferred
\nunder the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Beginning with the fourth calendar quarter of the 2007 Plan Year and for each
\ncalendar quarter of a Plan Year thereafter, $5,000 of a Director153s Compensation,
\nand 50% of the balance of the Director153s Compensation for such calendar quarter
\nshall automatically be deferred under the Plan; provided, however, that
\neffective January 1, 2011, any increase in a Director153s then current Annual Fee,
\nplus the increase in the Directors153 Annual Fee for 2010, shall be automatically
\ndeferred under the Plan, quarterly, in substantially equal amounts. Such
\nincrease shall continue to be automatically deferred and shall not be eligible
\nfor elective deferral under Section 3.2.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3.2 Election to Defer<\/u>. Each Director may elect annually to have
\npayment of all or any portion of his or her Compensation, in excess of the
\namount subject to the Automatic Deferral, for that Plan Year deferred. No
\nelection to defer Compensation under this Plan may be made after December 31 of
\nthe year preceding the Plan Year during which Compensation is earned. An
\nelection to defer any Compensation shall be in writing and shall be delivered to
\nthe Plan Administrator. An election to defer shall be irrevocable after the
\nbeginning of the Plan Year for which the election is applicable and shall be
\neffective for the Plan Year or Plan Years immediately following the date on
\nwhich it was filed as set forth in the written election to defer. In the absence
\nof a written election to defer filed by a Director with the Plan Administrator,
\nhis or her Compensation remaining after the Automatic Deferral will be paid
\ndirectly to the Director. Notwithstanding the foregoing, a Director who is first
\nappointed or elected to the Board in a Plan Year may elect to defer under the
\nPlan all or a portion of his or her Compensation, in excess of the amount
\nsubject to the Automatic Deferral, with respect to such Compensation earned on
\nand after the first day of the month next following the date such Director
\ncompletes and returns the written election to defer to the Company, provided
\nthat such election is made within 30 days after the date the Director is first
\nelected or appointed to the Board; such election, if made, shall be irrevocable
\non the 31st day after such election or appointment or at such earlier date as
\nprovided in the form.<\/p>\n

3.3 Special Distribution Election<\/u>.<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

At the time the Participant elects to defer Compensation in accordance with
\nSection 3.2, the Participant may elect that Compensation deferred pursuant to an
\nElective Deferral will be paid in January of a specified year in the future that
\nis at least twelve months from the last day of the Plan Year in which the
\ndeferred Compensation is earned; provided, however, that if the Participant
\nSeparates from Service prior to such specified year,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3<\/p>\n

\n\n\n\n
<\/td>\n\n

the Participant153s account will be paid within 90 days following the
\nParticipant153s Separation from Service.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Compensation deferred pursuant to an Automatic Deferral is payable only upon
\nthe Participant153s Separation from Service.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

A Participant who makes a special distribution election pursuant to Section
\n3.3(a) above may elect to amend such an election to further defer the payment,
\nprovided that such election is made in writing and delivered to the Plan
\nAdministrator at least twelve months in advance of the originally scheduled
\nspecial distribution date and the new distribution date elected by the
\nParticipant is at least five years from the originally scheduled special
\ndistribution date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3.4 Transition Distribution Election<\/u>. Notwithstanding any other
\nprovision of the Plan to the contrary, a Participant may elect an in-service
\naccount distribution or change the time of an in-service account distribution as
\nelected in accordance with Section 3.3 above, provided that the election is made
\nat least twelve months prior to the originally scheduled distribution date and
\nthe election is made not later than December 31, 2006. An election made pursuant
\nto this Section 3.4 shall be treated as an initial special distribution election
\nand shall be subject to any administrative rules imposed by the Plan
\nAdministrator including rules intended to comply with Section 409A of the Code
\nand Notice 2005-1, A-19. No election under this Section 3.4 shall (i) change the
\npayment date of any distribution otherwise scheduled to be paid in 2006 or cause
\na payment to be paid in 2006, or (ii) be permitted after December 31, 2006.<\/p>\n

3.5 Mode of Deferral<\/u>. Payment of a Participant153s Compensation deferred
\npursuant to an Automatic Deferral shall be deferred by means of a stock credit.
\nPayment of a Participant153s Compensation deferred pursuant to an Elective
\nDeferral may be deferred by means of a cash credit, a stock credit or a
\ncombination of the two as the Participant shall elect in writing at the same
\ntime as the election provided for in Section 3.2. If a Participant fails to make
\nan election as to the mode of deferral of his or her Elective Deferral, he or
\nshe shall be deemed to have elected deferral by means of a cash credit. Cash
\ncredits and stock credits shall be recorded in accounts established in
\nParticipants153 names on the books of the Company.<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Cash Credits<\/u>. If the Elective Deferral is deferred wholly or partly by
\nmeans of a cash credit, the Participant153s cash credit account shall be credited,
\nas of the last day of the calendar quarter, with the dollar amount of
\nCompensation deferred during the quarter by means of a cash credit. As of the
\nlast day of each calendar quarter, the Participant153s cash credit account shall
\nalso be credited with an interest equivalent in an amount determined by applying
\nto the balance in the account as of the first day of the quarter (less any
\ndistributions during the quarter) an interest rate for such quarter which, when
\nannualized, shall be the prime rate of Bankers Trust Company or such other
\nequivalent financial institution, as of the first<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4<\/p>\n

\n\n\n\n
<\/td>\n\n

business day of the quarter. Interest shall be calculated on the actual
\nnumber of days in the quarter based upon a 360-day year.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Stock Credits<\/u>. The Participant153s stock credit account shall be
\ncredited, as of the last day of the calendar quarter with a Common Stock
\nequivalent equal to the number of shares of Common Stock (including fractions of
\na share) that could have been purchased at the average of the Closing Price of
\nCommon Stock on each business day during the last month of the calendar quarter
\nwith the amount of the Compensation deferred during the quarter by means of a
\nstock credit. As of the date any dividend is paid to holders of Common Stock,
\nthe Participant153s stock credit account shall also be credited with additional
\nCommon Stock equivalents equal to the number of shares of Common Stock
\n(including fractions of a share) that could have been purchased at the Closing
\nPrice of Common Stock on such date with the dividend paid on the number of
\nshares of Common Stock to which the Participant153s stock credit account is then
\nequivalent. In case of dividends paid in property, the dividend shall be deemed
\nto be the fair market value of the property at the time of distribution of the
\ndividend, as determined by the Plan Administrator.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3.6 Distribution of Credits<\/u>.<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

If a Participant has elected payment in a specified year under Section 3.3,
\ndistribution of his or her accounts will only be made in a single lump sum
\npayment. Otherwise, unless a Participant has elected to receive installment
\npayments as provided below or if the Participant fails to make any election with
\nrespect to distribution of his or her accounts, payment of a Participant153s
\naccounts shall be made in a single lump sum within 90 days following the
\nParticipant153s Separation from Service.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

At the election of the Participant made in writing and delivered to the Plan
\nAdministrator at the same time the Participant elects to defer Compensation in
\naccordance with Section 3.2, distribution of his or her accounts, commencing
\nwithin 90 days following the Participant153s Separation from Service, shall be
\nmade in the number of annual installments elected by the Director not exceeding
\nten. Any such election is irrevocable; provided, however, that with respect to
\namount deferred in 2005 and 2006, a Participant may make a transition election
\nin accordance with Section 3.4.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Distribution of a Participant153s cash credit and stock credit accounts shall
\nbe made in cash. The amount of the distribution for stock credit accounts shall
\nbe determined by multiplying the number of shares of Common Stock attributable
\nto the distribution by the average of the Closing Price of Common Stock on each
\nbusiness day in the month of December immediately prior to the Plan Year in
\nwhich the installment is to be paid.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

5<\/p>\n

\n

3.7 Adjustment<\/u>. If at any time the number of outstanding shares of
\nCommon Stock shall be increased as the result of any stock dividend, subdivision
\nor reclassification of shares, the number of shares of Common Stock to which
\neach Participant153s stock credit account is equivalent shall be increased in the
\nsame proportion as the outstanding number of shares of Common Stock is
\nincreased, or if the number of outstanding shares of Common Stock shall at any
\ntime be decreased as the result of any combination or reclassification of
\nshares, the number of shares of Common Stock to which each Participant153s stock
\ncredit account is equivalent shall be decreased in the same proportion as the
\noutstanding number of shares of Common Stock is decreased. In the event the
\nCompany shall at any time be consolidated with or merged into any other
\ncorporation and holders of the Company153s Common Stock receive common shares of
\nthe resulting or surviving corporation, there shall be credited to each
\nParticipant153s stock credit account, in place of the shares then credited
\nthereto, a stock equivalent determined by multiplying the number of common
\nshares of stock given in exchange for a share of Common Stock upon such
\nconsolidation or merger, by the number of shares of Common Stock to which the
\nParticipant153s account is then equivalent. If in such a consolidation or merger,
\nholders of the Company153s Common Stock shall receive any consideration other than
\ncommon shares of the resulting or surviving corporation, the Participants153 stock
\ncredit accounts shall be adjusted in accordance with the terms set forth in the
\napplicable consolidation or merger agreement, as interpreted by the Plan
\nAdministrator.<\/p>\n

3.8 Installment Amount<\/u>. In the event a Participant has elected to
\nreceive distribution of his or her accounts in more than one installment, the
\namount of each installment shall be determined by multiplying the current
\nbalance (denominated in cash units for the portion elected to be deferred as
\ncash credits and denominated in stock units for the portion deferred or elected
\nto be deferred in stock credits) in the accounts as determined under Section
\n3.5, by a fraction, the numerator of which is one, and the denominator of which
\nis the number of installments yet to be paid. With respect to cash credits,
\ninterest shall continue to be credited in accordance with Section 3.5 during the
\npayment period. For purposes of the Plan, installment payments shall be treated
\nas a single distribution under Section 409A of the Code.<\/p>\n

3.9 Distribution upon Death<\/u>. In the event of the death of a
\nParticipant, whether before or after ceasing to serve as a Director, any cash
\ncredit account and stock credit account to which he or she was entitled, shall
\nbe converted to cash and distributed in a single lump sum to such person or
\npersons or the survivors thereof, including corporations, unincorporated
\nassociations or trusts, as the Participant may have designated. All such
\ndesignations shall be made in writing signed by the Participant and delivered to
\nthe Plan Administrator. A Participant may from time to time revoke or change any
\nsuch designation by written notice to the Plan Administrator. If there is no
\nunrevoked designation on file with the Plan Administrator at the time of the
\nParticipant153s death, or if the person or persons designated therein shall have
\nall predeceased the Participant or otherwise ceased to exist, such distributions
\nshall be made in accordance with the Participant153s will or in the absence of a
\nwill, to the administrator of the Participant153s estate. Any distribution under
\nthis Section 3.9 shall be made within 90 days following the date of the
\nParticipant153s death. In this case, a Participant153s stock credit account shall be
\nconverted to cash by multiplying the number of whole and fractional<\/p>\n

6<\/p>\n

\n

shares of Common Stock to which the Participant153s stock credit account is
\nequivalent by the average of the Closing Price of Common Stock on each business
\nday during the last month of the calendar quarter prior to the date of death.\n<\/p>\n

3.10 Prohibition on Acceleration<\/u>. Notwithstanding any other provision
\nof the Plan to the contrary, no distribution shall be made from the Plan that
\nwould constitute an impermissible acceleration of payment as defined in Section
\n409A(a)(3) of the Code and the regulations promulgated thereunder.<\/p>\n

ARTICLE IV <\/strong><\/p>\n

4.1 Plan Administrator<\/u>. The Plan Administrator shall have full power
\nand authority to administer the Plan including the power to promulgate forms to
\nbe used with regard to the Plan, the power to promulgate rules of Plan
\nadministration, the power to settle any disputes as to rights or benefits
\narising from the Plan, and the power to make such decisions or take such actions
\nas the Plan Administrator, in its sole discretion, deems necessary or advisable
\nto aid in the proper maintenance of the Plan.<\/p>\n

ARTICLE V <\/strong><\/p>\n

5.1 Funding<\/u>. No promise hereunder shall be secured by any specific
\nassets of the Company, nor shall any assets of the Company be designated as
\nattributable or allocated to the satisfaction of such promises. In addition,
\namounts deferred pursuant to the terms of the Plan and income attributable to
\nsuch amounts shall remain (until distributed in accordance with the terms of the
\nPlan) solely the property of the Company, subject to the claims of the Company153s
\ngeneral creditors.<\/p>\n

ARTICLE VI <\/strong><\/p>\n

6.1 Non-alienation of Benefits<\/u>. No benefit under the Plan shall be
\nsubject in any manner to anticipation, alienation, sale, transfer, assignment,
\npledge, encumbrance, or charge; and any attempt to do so shall be void. No such
\nbenefit shall, prior to receipt thereof by the Participant, be in any manner
\nliable for or subject to the debts, contracts, liabilities, engagements, or
\ntorts of the Participant.<\/p>\n

6.2 Domestic Relations Orders<\/u>. If a court of competent jurisdiction
\ndetermines pursuant to a judgment, order or approval of a marital property
\nsettlement agreement that all or any portion of the benefits payable under the
\nPlan to a Participant constitute community property of the Participant and his
\nor her spouse or former spouse (hereafter, the “Alternate Payee”) or property
\nwhich is otherwise subject to division by the Participant and the Alternate
\nPayee, a division of such property shall not constitute a violation of Section
\n6.1, and any portion of such property may be paid or set aside for payment to
\nthe Alternate Payee. The preceding sentence of this Section 6.2, however, shall
\nnot create any additional rights and privileges for the Alternate Payee (or the
\nParticipant) not already provided under the Plan; in this regard, the
\nAdministrator shall have the right to refuse to recognize any judgment, order or
\napproval of a marital property settlement agreement that the Administrator in
\nits sole discretion determines<\/p>\n

7<\/p>\n

\n

provides for any additional rights and privileges not provided under the
\nPlan, including without limitation provisions relating to form and time of
\npayment.<\/p>\n

ARTICLE VII <\/strong><\/p>\n

7.1 Delegation of Administrative Duties<\/u>. Administrative duties imposed
\nby this Plan may be delegated by the Plan Administrator or the individual
\ncharged with such duties.<\/p>\n

7.2 Governing Law<\/u>. This Plan shall be governed by the laws of the
\nState of Delaware. The Plan is intended to comply with Code Section 409A and
\nshall be interpreted as necessary to comply with Code Section 409A. Any
\nprovision that does not comply with Code Section 409A shall be void or deemed to
\nbe amended to comply with Code Section 409A.<\/p>\n

7.3 Amendment, Modification and Termination of the Plan<\/u>.<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

The Plan Administrator may amend or modify the Plan at any time and in any
\nrespect.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

The Board may terminate and liquidate the Plan on a completely voluntary
\nbasis if: (1) the termination does not occur proximate to a downturn in the
\nfinancial health of the Company, (2) all nonqualified plans that are aggregated
\nas a single plan with the Plan (pursuant to Code Section 409A) are terminated,
\n(3) no payments are made within the first 12 months following termination, other
\nthan payments that would have been payable under the terms of the Plan if the
\nPlan had not been terminated, (4) all payments are made within 24 months of the
\ntermination and (5) a new plan that would be aggregated with the Plan (pursuant
\nto Code Section 409A) is not established for a period of three years following
\nthe date of termination of the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

The Board may terminate the Plan upon a dissolution of the Company that is
\ntaxed under Code section 331 or with the approval of a bankruptcy court pursuant
\nto 11 U.S.C. section 503(b)(1)(A), provided that the deferred amounts are
\ndistributed and included in the gross income of the Participants by the latest
\nof (i) the calendar year in which the Plan terminates or (ii) the first calendar
\nyear in which payment of the deferred amounts is administratively practicable.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Signature Page Follows] <\/em><\/strong><\/p>\n

8<\/p>\n

\n

IN WITNESS WHEREOF, the Board has caused this amended and restated Plan to be
\nexecuted by a duly authorized officer of the Company this 20th day of October
\n2010.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SAFEWAY INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Laura A. Donald<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Its:<\/p>\n<\/td>\n

<\/td>\n\n

Assistant Vice President<\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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