<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1994
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______ to _____
Commission file number 1-41
------
SAFEWAY INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 94-3019135
-------- ----------
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
Fourth and Jackson Streets
Oakland, California 94660
------------------- -----
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code (510) 891-3000
--------------
Securities registered pursuant to Section 12(b) of the Act:
-----------------------------------------------------------
<TABLE>
<S> <C>
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, $0.01 par value per share New York Stock Exchange and Pacific Stock Exchange
Warrants to purchase Common Stock New York Stock Exchange
9.30% Senior Secured Debentures due 2007 New York Stock Exchange
9.35% Senior Subordinated Notes due 1999 New York Stock Exchange
10% Senior Subordinated Notes due 2001 New York Stock Exchange
9.65 Senior Subordinated Debentures due 2004 New York Stock Exchange
9.875% Senior Subordinated Debentures due 2007 New York Stock Exchange
</TABLE>
(Cover continued on following page)
<PAGE> 2
(Cover continued from previous page)
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
-------
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO ___.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K X.
Aggregate market value of the voting stock held by non-affiliates of Registrant
as of March 14, 1995, was $1.4 billion.
As of March 14, 1995, there were issued and outstanding 105,497,700 shares
of the Registrant's common stock.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference to the extent specified
herein:
Document Description 10-K Part
-------------------- ---------
1994 Annual Report to Stockholders I, II, III, IV
1995 Proxy Statement dated March 24, 1995 III
<PAGE> 3
SAFEWAY INC. AND SUBSIDIARIES
AMENDMENT NO. 1
The undersigned Registrant hereby amends the following item of its 1994 Annual
Report on Form 10-K as set forth in the attached pages:
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Exhibit 10(iii).7 1994 Amended and Restated Stock Option and
Incentive Plan for Key Employees of Safeway Inc.
(incorporated by reference to Exhibit 10(iii).8
to Registrant's Form 10-K for the year ended
January 1, 1994) and First Amendment thereto
dated March 1, 1995.
Exhibit 10(iii).7 Paragraph 1 as originally filed read as follows:
1. Section 2.1(a) of the Plan is hereby amended to read in its entirety
as follows:
"Section 2.1 - Shares Subject to Plan
(a) The shares of stock subject to Options and awarded as Bonus
Stock shall be shares of the Company's Common Stock. The aggregate number
of such shares which may be issued upon exercise of Options or as Bonus
Stock shall not exceed 21,500,000 (8,000,000 of which were authorized
under the original Plan (prior to the first amendment and restatement of
the Plan on July 18, 1990), 6,000,000 of which were authorized by the
first amendment and restatement of the Plan on July 18, 1990, 4,000,000 of
which were authorized by the Plan as amended on October 10, 1991, and
3,500,000 of which were authorized by the Plan as amended on March 1,
1995)."
Exhibit 10(iii).7 Paragraph 1 as amended reads as follows:
1. Section 2.1(a) of the Plan is hereby amended to read in its entirety
as follows:
"Section 2.1 - Shares Subject to Plan
(a) The shares of stock subject to Options and awarded as Bonus
Stock shall be shares of the Company's Common Stock. The aggregate number
of such shares which may be issued upon exercise of Options or as Bonus
Stock shall not exceed 23,000,000 (8,000,000 of which were authorized
under the original Plan (prior to the first amendment and restatement of
the Plan on July 18, 1990), 6,000,000 of which were authorized by the
first amendment and restatement of the Plan on July 18, 1990, 4,000,000 of
which were authorized by the Plan as amended on October 10, 1991, and
5,000,000 of which were authorized by the Plan as amended on March 1,
1995)."
3
<PAGE> 4
SAFEWAY INC. AND SUBSIDIARIES
PART IV (AS AMENDED)
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A) THE FOLLOWING DOCUMENTS ARE FILED AS A PART OF THIS REPORT:
1. Consolidated Financial Statements of the Company are incorporated by
reference in PART II, Item 8:
Consolidated Statements of Income for fiscal 1994, 1993, and 1992.
Consolidated Balance Sheets as of the end of fiscal 1994 and 1993.
Consolidated Statements of Cash Flows for fiscal 1994, 1993, and 1992.
Consolidated Statements of Stockholders' Equity for fiscal 1994, 1993,
and 1992.
Notes to Consolidated Financial Statements.
Independent Auditors' Report.
2. Consolidated Financial Statement Schedules:
None required
3. The following exhibits are filed as part of this report:
Exhibit 3.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to Registration
Statement No. 33-33388).
Exhibit 3.2 Form of By-laws of the Company as amended (incorporated by
reference to Exhibit 3.2 to Registration Statement No.
33-33388), and Amendment to the Company's By-laws effective
March 8, 1993 (incorporated by reference to Exhibit 3.2 to
Registrant's Form 10-K for the year ended January 2, 1993).
Exhibit 4(i).1 Form of Warrant Agreement between the Company and The First
National Bank of Boston as Warrant Agent relating to
Warrants to purchase shares of common stock of the Company
(incorporated by reference to Exhibit 4.5 to Registration
Statement No. 33-9913) and Amendment to the Warrant
Agreement between the Company and The First National Bank of
Boston as Warrant Agent relating to Warrants to purchase
shares of common stock of the Company (incorporated by
reference to Exhibit 4(i).6 to Registrant's Form 10-K for
the year ended December 30, 1989).
Exhibit 4(i).2 Specimen Warrant (incorporated by reference to Exhibit
4(i).5 to Registration Statement No. 33-33388).
Exhibit 4(i).3 Specimen Common Stock Certificate (incorporated by reference
to Exhibit 4(i).2 to Registration Statement No. 33-33388).
4
<PAGE> 5
SAFEWAY INC. AND SUBSIDIARIES
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(CONTINUED)
Exhibit 4(i).4 Registration Rights Agreement dated November 25, 1986
between the Company and certain limited partnerships
(incorporated by reference to Exhibit 4(i).4 to
Registration Statement No. 33-33388).
Exhibit 4(i).5 Indenture dated as of November 20, 1991 among the Company
and The Bank of New York, as Trustee, relating to the
Company's Senior Subordinated Debt Securities
(incorporated by reference to Exhibit 4.1 of Registrant's
Form 8-K dated November 13, 1991).
Exhibit 4(i).6 Form of Officers' Certificate establishing the terms of
the 10% Senior Subordinated Notes due December 1, 2001,
including the form of Note (incorporated by reference to
Exhibit 4.4 of Registrant's Form 8-K dated November 13,
1991).
Exhibit 4(i).7 Form of Officers' Certificate establishing the terms of
the 9.65% Senior Subordinated Debentures due January 15,
2004, including the form of Debenture (incorporated by
reference to Exhibit 4.1 of Registrant's Form 8-K dated
January 15, 1992).
Exhibit 4(i).8 Indenture dated as of February 1, 1992 between the
Company and The First National Bank of Chicago, as
Trustee, relating to the Company's 9.30% Senior Secured
Debentures due 2007, including the form of Debenture and
the forms of Deed of Trust and Environmental Indemnity
Agreement attached as exhibits thereto (incorporated by
reference to Exhibit 4(i).14 of Registrant's Form 10-K
for the year ended December 28, 1991).
Exhibit 4(i).9 Indenture dated as of March 15, 1992 between the Company
and Harris Trust and Savings Bank, as Trustee, relating
to the Company's Senior Subordinated Debt Securities
(incorporated by reference to Exhibit 4.1 of Registrant's
Form 8-K dated March 17, 1992).
Exhibit 4(i).10 Form of Officers' Certificate establishing the terms of
the 9.35% Senior Subordinated Notes due March 15, 1999
and the 9.875% Senior Subordinated Debentures due March
15, 2007, including the form of Note and form of
Debenture (incorporated by reference to Exhibit 4.2 of
Registrant's Form 8-K dated March 17, 1992).
Exhibit 4(i).11 Indenture dated as of September 1, 1992 between the
Company and The Chase Manhattan Bank (National
Association), as Trustee, relating to the Company's Debt
Securities (incorporated by reference to Exhibit 4.1 of
Registrant's Form 8-K dated September 16, 1992).
Exhibit 4(i).12 Form of Officers' Certificate relating to the Company's
Fixed Rate Medium-Term Notes and the Company's Floating
Rate Medium-Term Notes, form of Fixed Rate Note and form
of Floating Rate Note (incorporated by reference to
Exhibits 4.2, 4.3 and 4.4 of Registrant's Form 8-K dated
September 16, 1992).
Exhibit 4(i).13 Form of Officers' Certificate establishing the terms of a
separate series of Safeway Inc.'s Medium-Term Notes
entitled 10% Senior Notes due November 1, 2002, including
the form of Note (incorporated by reference to Exhibits
4.1 and 4.2 of Registrant's Form 8-K dated November 5,
1992).
5
<PAGE> 6
SAFEWAY INC. AND SUBSIDIARIES
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(CONTINUED)
Exhibit 4(i).14 Form of Officers' Certificate establishing the terms of a
separate series of Safeway Inc.'s Medium-Term Notes
entitled Medium-Term Notes due June 1, 2003 (Series
OPR-1), including the form of Note (incorporated by
reference to Exhibits 4.1 and 4.2 of Registrant's
Form 8-K dated June 1, 1993).
Exhibit 4(i).15 Company Pledge Agreement, dated as of November 24, 1986
between the Company and Bankers Trust Company, as
collateral agent, form of First Amendment thereto dated as
of June 12, 1990, and form of the Second Amendment thereto
dated as of November 8, 1991 (incorporated by reference to
Exhibit 4.5 of Registrant's Form 8-K dated November 13,
1991) and Third Amendment dated as of January 28, 1992, to
Company Pledge Agreement between the Company and Bankers
Trust Company, as collateral agent and interest rate
exchanger (incorporated by reference to Exhibit 4.3 of
Registrant's Form 8-K dated March 17, 1992).
Exhibit 4(i).16 Trademark Security Agreement and Conditional Assignment,
dated as of November 24, 1986 between the Company and
Bankers Trust Company, as collateral agent, form of First
Amendment thereto dated as of June 12, 1990, and form of
the Second Amendment thereto dated as of November 8, 1991
(incorporated by reference to Exhibit 4.6 of Registrant's
Form 8-K dated November 13, 1991) and Third Amendment
dated as of January 28, 1992 to Safeway Pledge Agreement
between the Company and Bankers Trust Company, as
collateral agent and interest rate exchanger (incorporated
by reference to Exhibit 4.4 of Registrant's Form 8-K dated
March 17, 1992).
Exhibit 4(i).17 Pledge and Security Agreement dated as of November 26,
1986 between the Company and Bankers Trust Company, as
collateral agent, form of First Amendment thereto dated as
of June 12, 1990, and form of the Second Amendment thereto
dated as of November 8, 1991 (incorporated by reference to
Exhibit 4.7 of Registrant's Form 8-K dated November 13,
1991) and Third Amendment dated as of January 28, 1992, to
Company Pledge and Security Agreement (Inventory) between
the Company and Bankers Trust Company, as collateral agent
and interest rate exchanger (incorporated by reference to
Exhibit 4.5 of Registrant's Form 8-K dated March 17,
1992).
Exhibit 4(i).18 Intercreditor Agreement (Company Pledge) dated as of
November 24, 1986 among the Company, Bankers Trust
Company, as agent and collateral agent, Harris Trust and
Savings Bank and Norwest Bank Minneapolis, N.A., and form
of the First Amendment thereto dated as of November 8,
1991 (incorporated by reference to Exhibit 4.8 of
Registrant's Form 8-K dated November 13, 1991) and Second
Amendment dated as of January 28, 1992 to Intercreditor
Agreement (Company Pledge), among the Company, Bankers
Trust Company, as agent, collateral agent and interest
rate exchanger, Harris Trust and Savings Bank, Norwest
Bank Minneapolis, N.A. and The Bank of New York
(incorporated by reference to Exhibit 4.6 of Registrant's
Form 8-K dated March 17, 1992).
6
<PAGE> 7
SAFEWAY INC. AND SUBSIDIARIES
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(CONTINUED)
Exhibit 4(i).19 Intercreditor Agreement (Substitute Collateral) dated as
of November 24, 1986 among the Company, Bankers Trust
Company, as agent and collateral agent, Harris Trust and
Savings Bank and Norwest Bank Minneapolis, N.A., and form
of the First Amendment thereto dated as of November 8,
1991 (incorporated by reference to Exhibit 4.9 of
Registrant's Form 8-K dated November 13, 1991) and Second
Amendment dated as of January 28, 1992 to Intercreditor
Agreement (Substitute Collateral) among the Company,
Bankers Trust Company, as agent, collateral agent and
interest rate exchanger, Harris Trust and Savings Bank,
Norwest Bank Minneapolis, N.A. and The Bank of New York
(incorporated by reference to Exhibit 4.7 of
Registrant's Form 8-K dated March 17, 1992).
Exhibit 4(i).20 Form of Second Amended and Restated Credit Agreement dated
as of June 12, 1990, incorporating changes through the
Third Amendment dated as of August 7, 1991, the Fourth
Amendment dated November 8, 1991, the Fifth Amendment
dated January 28, 1992, among the Company, the banks
listed therein and Bankers Trust Company as Lead Manager
and Agent (incorporated by reference to Exhibit 4(1).19 of
Registrant's Form 10-K for the year ended January 2,
1993), the Extension Agreement and Sixth Amendment dated
March 31, 1994 (incorporated by reference to Exhibit
4(i).20 of the Registrant's Form 10-Q for the quarterly
period ended March 26, 1994), the Seventh Amendment dated
August 19, 1994 (incorporated by reference to Exhibit
4(i).20 of the Registrant's Form 10-Q for the quarterly
period ended September 10, 1994), and the Eighth Amendment
and Limited Waiver dated January 13, 1995 (incorporated by
reference to Exhibit 4(i).20 of Registrant's Form 10-K
for the year ended December 31, 1994).
Exhibit 4(i).21 Form of Second Amended and Restated Working Capital Credit
Agreement dated as of June 14, 1990, incorporating changes
through the Third Amendment dated as of August 7, 1991,
the Fourth Amendment dated November 8, 1991, the Fifth
Amendment dated January 28, 1992, among the Company, the
Banks listed therein and Bankers Trust Company as Lead
Manager and Agent (incorporated by reference to Exhibit
4(1).20 of Registrant's Form 10-K dated January 2, 1993),
the Extension Agreement and Sixth Amendment dated March
31, 1994 (incorporated by reference to Exhibit 4(i).21 to
the Registrant's Form 10-K for the year ended January 2,
1993), the Extension Agreement and Sixth Amendment dated
March 31, 1994 (incorporated by reference to Exhibit
4(i).21 of the Registrant's Form 10-Q for the quarterly
period ended March 26, 1994), the Seventh Amendment dated
as of August 19, 1994 (incorporated by reference to
Exhibit 4(i).21 of the Registrant's Form 10-Q for the
quarterly period ended September 10, 1994), and the Eighth
Amendment and Limited Waiver dated January 13, 1995
(incorporated by reference to Exhibit 4(i).21 of
Registrant's Form 10-K for the year ended December 31,
1994).
Exhibit 4(i).22 Form of Common Stock Purchase Warrants dated November 25,
1986 to purchase 13,928,000 shares of Safeway Common Stock
(incorporated by reference to Exhibit 4.7 to Registration
Statement No. 33-9254).
Exhibit 4(iii) Registrant agrees to provide the Securities and Exchange
Commission, upon request, with copies of instruments
defining the rights of holders of long-term debt of
Registrant and all of its subsidiaries for which
consolidated financial statements are required to be filed
with the Securities and Exchange Commission.
7
<PAGE> 8
SAFEWAY INC. AND SUBSIDIARIES
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(CONTINUED)
Exhibit 10(iii).1* Safeway Inc. Outside Director Equity Purchase Plan
(incorporated by reference to Exhibit 4.1 to Registration
Statement No. 33-36753), and First Amendment to the
Safeway Inc. Outside Director Equity Purchase Plan dated
as of July 5, 1994 (incorporated by reference to Exhibit
10(iii).1 to Registrant's Form 10-Q for the quarterly
period ended September 10, 1994).
Exhibit 10(iii).2* Share Appreciation Rights Plan of Canada Safeway Limited
(incorporated by reference to Exhibit 10(iii).17 to
Registrant's Form 10-K for the year ended December 29,
1990) and Amendment No. 1 thereto dated December 13, 1991
(incorporated by reference to Exhibit 10(iii).17 to
Registrant's Form 10-K for the year ended December 28,
1991).
Exhibit 10(iii).3* Share Appreciation Rights Plan of Lucerne Foods Ltd.
(incorporated by reference to Exhibit 10(iii).18 to
Registrant's Form 10-K for the year ended December 29,
1990) and Amendment No. 1 thereto dated December 13, 1991
(incorporated by reference to Exhibit 10(iii).18 to
Registrant's Form 10-K for the year ended December 28,
1991).
Exhibit 10(iii).4* Letter Agreement dated March 24, 1993 between the Company
and Peter A. Magowan (incorporated by reference to
Exhibit 10(iii).6 to Registrant's Form 10-Q for the
quarterly period ending June 19, 1993).
Exhibit 10(iii).5* Stock Option Plan for Consultants of Safeway Inc.
(incorporated by reference to Exhibit 10(iii).7 to
Registrant's Form 10-Q for the quarterly period ending
June 19, 1993).
Exhibit 10(iii).6* First Amendment to the Stock Option Plan for Consultants
of Safeway Inc. (incorporated by reference to Exhibit
10(iii).7 to Registrant's Form 10-K for the year ended
January 1, 1994).
Exhibit 10(iii).7* 1994 Amended and Restated Stock Option and Incentive Plan
for Key Employees of Safeway Inc. (incorporated by
reference to Exhibit 10(iii).8 to Registrant's Form 10-K
for the year ended January 1, 1994) and First Amendment
thereto dated March 1, 1995.
Exhibit 10(iii).8* Operating Performance Bonus Plan for Executive Officers
of Safeway Inc. (incorporated by reference to Exhibit
10(iii).9 to Registrant's Form 10-K for the year ended
January 1, 1994).
Exhibit 10(iii).9* Capital Performance Bonus Plan (incorporated by reference
to Exhibit 10(iii).10 to Registrant's Form 10-K for the
year ended January 1, 1994).
Exhibit 10(iii).10* Retirement Restoration Plan of Safeway Inc. (incorporated
by reference to Exhibit 10(iii).11 to Registrant's Form
10-K for the year ended January 1, 1994).
Exhibit 10(iii).11* Deferred Compensation Plan for Safeway Directors
(incorporated by reference to Exhibit 10(iii).11 of
Registrant's Form 10-K for the year ended December 31,
1994).
- -----------
* Management contract, or compensatory plan or arrangement.
8
<PAGE> 9
SAFEWAY INC. AND SUBSIDIARIES
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(CONTINUED)
Exhibit 11.1 Computation of Earnings Per Common Share and Common Share
Equivalent (incorporated by reference to page 36 of the
Company's 1994 Annual Report to Stockholders)
Exhibit 13.1 Registrant's 1994 Annual Report to Stockholders
(considered filed to the extent specified in Item 1, Item
2, Item 3, Item 5, Item 6, Item 7, Item 8, Item 13 and
Exhibit 11.1 above) (incorporated by reference to Exhibit
13.1 of Registrant's Form 10-K for the year ended December
31, 1994).
Exhibit 22.1 Subsidiaries of Registrant (incorporated by reference to
Exhibit 22.1 of Registrant's Form 10-K for the year ended
December 31, 1994).
Exhibit 23.1 Independent Auditors' Consent (incorporated by reference
to Exhibit 23.1 of Registrant's Form 10-K for the year
ended December 31, 1994).
Exhibit 27 Financial Data Schedule (electronic filing only)
(incorporated by reference to Exhibit 27 of Registrant's
Form 10-K for the year ended December 31, 1994).
(B) REPORTS ON FORM 8-K:
On November 14, 1994, the Company filed a Form 8-K listing under Item 7
(Exhibits) its Computation of Ratio of Earnings to Fixed Charges for the third
quarter of 1994.
9
<PAGE> 10
SAFEWAY INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
By: /s/ F. J. DALE
-------------------- Dated: April 5, 1995
SAFEWAY INC.
F. J. Dale
Group Vice President
Finance
10
<PAGE> 11
SAFEWAY INC. AND SUBSIDIARIES
Exhibit Index
SAFEWAY INC. AND SUBSIDIARIES
LIST OF EXHIBITS FILED WITH FORM 10-K/A FOR THE YEAR
ENDED DECEMBER 31, 1994
Exhibit 10(iii).7 First Amendment to the 1994 Amended and Restated Stock
Option and Incentive Plan for Key Employees of Safeway
Inc., dated March 1, 1995
<PAGE> 1
EXHIBIT 10(iii).7
FIRST AMENDMENT TO THE 1994 AMENDED AND RESTATED STOCK OPTION AND
INCENTIVE PLAN FOR KEY EMPLOYEES OF SAFEWAY INC.
Safeway Inc. (the "Company"), a corporation organized under the laws of the
State of Delaware, by resolution of its Board of Directors has adopted this
First Amendment to the 1994 Amended and Restated Stock Option and Incentive Plan
for Key Employees of Safeway Inc. (the "Plan") pursuant to Section 9.2 of the
Plan, effective as of March 1, 1995.
1. Section 2.1(a) of the Plan is hereby amended to read in its entirety as
follows:
"Section 2.1 - Shares Subject to Plan
(a) The shares of stock subject to Options and awarded as Bonus Stock shall
be shares of the Company's Common Stock. The aggregate number of such
shares which may be issued upon exercise of Options or as Bonus Stock shall
not exceed 23,000,000 (8,000,000 of which were authorized under the
original Plan (prior to the first amendment and restatement of the Plan on
July 18, 1990), 6,000,000 of which were authorized by the first amendment
and restatement of the Plan on July 18, 1990, 4,000,000 of which were
authorized by the Plan as amended on October 10, 1991, and 5,000,000 of
which were authorized by the Plan as amended on March 1, 1995)."
2. Section 4.4(a) of the Plan is hereby amended to read in its entirety as
follows:
"Section 4.4 - Expiration of Options
(a) No Option may be exercised to any extent by anyone after the first
to occur of the following events:
(i) In the case of an Incentive Stock Option, (1) the expiration
of ten years from the date the Option was granted or (2) in the case of an
Optionee owning (within the meaning of Section 424(d) of the Code), at the
time the Incentive Stock Option was granted, more than 10% of the total
combined voting power of all classes of stock of the Company, any
Subsidiary or any Parent Corporation, the expiration of five years from the
date the Incentive Stock Option was granted: or
(ii) In the case of a Non-Qualified Option, the expiration of
fifteen years and one day from the date the Option was granted; or
<PAGE> 2
(iii) The expiration of three months from the date of the
Optionee's Termination of Employment for any reason other than such
Optionee's death, Disability, or retirement on or after age 55 in
accordance with the Company's retirement policies, as then in effect; or
(iv) The engagement by the Employee in willful misconduct with
injures the Company, any Parent Corporation or any of its Subsidiaries."
* * * * *
I hereby certify that the foregoing First Amendment to the Plan was
duly adopted by the Board of Directors of Safeway Inc. as of March 1, 1995.
Executed on this ___ day of ________, 1995.
-------------------------------
Secretary
* * * *
I hereby certify that the foregoing First Amendment to the Plan was
duly approved by the stockholders of Safeway Inc. on _______________, 1995.
Executed on this ___ day of ________, 1995.
-------------------------------
Secretary
