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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 22, 2000
REGISTRATION NO. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SAFEWAY INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 5918 Stoneridge Mall Road 94-3019135
(State or other jurisdiction Pleasanton, California 94588 (I.R.S. Employer
of incorporation or (Address of principal executive Identification Number)
organization) offices) (Zip)
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SAFEWAY EXECUTIVE
DEFERRED COMPENSATION PLAN
CANADA SAFEWAY LIMITED
EXECUTIVE DEFERRED
COMPENSATION PLAN
(Full titles of the plans)
--------------------
Michael C. Ross, Esq.
Senior Vice President, Secretary and General Counsel
SAFEWAY INC.
5918 Stoneridge Mall Road
Pleasanton, California 94588
(925) 467-3000
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Scott R. Haber, Esq.
Latham & Watkins
505 Montgomery Street, Suite 1900
San Francisco, California 94111
(415) 391-0600
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Calculation of Registration Fee
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered(1) Offering Price Aggregate Offering Registration Fee
Per Share(1) Price(1)
- ---------------------------------------------------------------------------------------------------
Safeway Executive
Deferred Compensation $40,000,000 100% $40,000,000 $10,560
Obligations(2)
- ---------------------------------------------------------------------------------------------------
Common Stock, $3,500,000 100% $3,500,000 $924
$0.01 par value(3)
- ---------------------------------------------------------------------------------------------------
Total $43,500,000 100% $43,500,000 $11,484
===================================================================================================
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(1) Estimated for the purpose of calculating the registration fee.
(2) The Deferred Compensation Obligations are unsecured general obligations
of Safeway Inc. to pay deferred compensation in accordance with the
terms of the Safeway Executive Deferred Compensation Plan.
(3) Shares to be issued in satisfaction of deferred compensation obligations
under the Canada Safeway Limited Executive Deferred Compensation Plan.
This registration statement also covers such deferred compensation
obligations.
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I.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with
or included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
We incorporate by reference the following documents we filed with the
Commission pursuant to Section 13 of the Exchange Act (Commission file number
1-41):
- Annual Report on Form 10-K for the fiscal year ended January 2,
1999;
- Quarterly Report on Form 10-Q for the period ended March 27,
1999;
- Quarterly Report on Form 10-Q for the period ended June 19,
1999;
- Quarterly Report on Form 10-Q for the period ended September 11,
1999;
- Current Reports on Form 8-K dated February 9, 1999, February 19,
1999, April 13, 1999, July 22, 1999 and September 11, 1999;
- Description of our common stock contained in our registration
statement on Form 8-A filed with the Commission on February 20,
1990, including the amendment on Form 8 dated March 26, 1990;
and
- All documents filed by us with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold.
Information that we file later with the Commission will automatically
update and supersede this information.
ITEM 4. DESCRIPTION OF SECURITIES.
The Safeway Executive Deferred Compensation Plan (the "US Plan")
provides participating employees (the "Participants") with an opportunity to
defer a portion of their pre-tax compensation (including salary and bonuses) and
accumulate tax-deferred earnings (or losses) thereon. Each Participant is an
unsecured general creditor of ours with respect to his or her own US Plan
benefits. Benefits are payable solely from our general assets and are subject to
the risk of corporate insolvency. Our obligations to pay deferred compensation
(the "Obligations") under the US Plan are unsecured and subordinated to our
occasional outstanding indebtedness.
The amount of compensation to be deferred by each Participant is based
on elections by the Participant in accordance with the terms of the US Plan, and
the Obligations will become due on retirement, death, other termination of
employment or on such other date as the Participant elects and in the form
elected by the Participant in accordance with the terms of the US Plan. The
Obligations will be indexed to one or more investment alternatives chosen by the
Administrator of the US Plan or this duty will be delegated to each Participant
to select from a range of such alternatives, and the amount of the Obligations
payable to each Participant will increase or decrease based on the investment
returns of the chosen investment alternatives. However, Participant deferrals
will become our general assets, and as a result the Participants will have no
ownership interest in any of the deferred
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compensation or the investment alternatives. We may, but are not obligated to,
invest the deferred compensation in one or more of the investment alternatives.
The US Plan benefits will not, prior to their distribution, be subject
to alienation, assignment, garnishment, attachment, execution or levy of any
kind, voluntarily or involuntarily, and any attempt to cause such benefits to be
so subjected will not be recognized, except to the extent required by law. Each
Participant may designate one or more beneficiaries to receive benefits upon the
Participant's death.
The total amount of Obligations under the US Plan being registered
pursuant to this Registration Statement is $40,000,000.
We may amend or partially or completely terminate the US Plan, except
that no such amendment or termination may reduce any amounts allocated to a
Participant's account.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the Obligations described herein has
been passed upon for the Registrant by Michael C. Ross, Senior Vice President
and General Counsel for the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Delaware General Corporation Law, the Company's
Restated Certificate of Incorporation provides that a director of the Company
will not be personally liable to the Company or its stockholders for monetary
damages for any breach of fiduciary duty as a director, except for liability (i)
for breach of the duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law (governing distributions to stockholders), or (iv) for any
transaction for which a director derives an improper personal benefit. In
addition, Section 145 of the Delaware General Corporation law and Article III,
Section 13 of the Company's bylaws, under certain circumstances, provide for the
indemnification of the Company's officers, directors, employees and agents
against liabilities which they may incur in such capacities. A summary of the
circumstances in which such indemnification is provided for is contained herein,
but that description is qualified in its entirety by reference to Article III,
Section 13 of the Company's bylaws.
In general, any officer, director, employee or agent will be indemnified
against expenses, including attorney's fees, fines, settlements or judgments,
which were actually and reasonably incurred, in connection with a legal
proceeding, other than one brought by or on behalf of the Company, to which he
was a party as a result of such relationship, if he acted in good faith, and in
the manner he believed to be in or not opposed to the Company's best interest
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. If the action is brought by or on behalf of
the Company, the person to be indemnified must have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the Company's best
interest, but no indemnification will be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
Company unless and only to the extent that the Court of Chancery of Delaware, or
the court in which such action was brought, determines upon application that,
despite adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expense which such Court of Chancery or such other court shall deem proper.
Any indemnification under the previous paragraphs (unless ordered by a
court) will be made by the Company only as authorized in the specific case upon
a determination that indemnification of the director, officer, employee or agent
is proper under the circumstances because he has met the applicable standard of
conduct set forth above. Such determination will be made (i) by the Company's
board of directors by a majority vote of a quorum of disinterested directors who
were not parties to such actions, (ii) if such quorum is not obtainable or, even
if obtainable, a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the stockholders. To the extent
that a director, officer, employee or agent of the Company is successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
the previous paragraph, he will be
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indemnified against expenses (including attorney's fees) actually and reasonably
incurred by him in connection therewith.
Expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding may be paid by the Company in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it is ultimately determined that he is not entitled to be indemnified by the
Company as authorized by the Company's bylaws. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the Company's board of directors deems appropriate.
The indemnification and advancement of expenses provided by, or granted
pursuant to, Section 13 of the Company's bylaws is not deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office. If a claim for
indemnification or payment of expenses under Section 13 of the Company's bylaws
is not paid in full within ninety (90) days after a written claim therefor has
been received by the Company, the claimant may file suit to recover the unpaid
amount of such claim and, if successful in whole or in part, shall be entitled
to be paid the expense of prosecuting such claim. In any such action, the
Company has the burden of proving that the claimant was not entitled to the
requested indemnification or payment of expenses under applicable law.
The Company's board of directors may authorize, by a vote of a majority
of a quorum of the Company's board of directors, the Company to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Company would have the power to indemnify
him against such liability under the provisions of Section 13 of the Company's
bylaws. The Company's board of directors may authorize the Company to enter into
a contract with any person who is or was a director, officer, employee or agent
of the Company or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise providing for indemnification rights equivalent to or,
if the Company's board of directors so determines, greater than those provided
for in Section 13 of the Company's bylaws.
The Company has also purchased insurance for its directors and officers
for certain losses arising from claims or charges made against them in their
capacities as directors and officers of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Safeway Executive Deferred Compensation Plan.
4.2 Canada Safeway Limited Executive Deferred Compensation Plan.
5.1 Opinion of Michael C. Ross, Senior Vice President and General
Counsel of the Registrant.
23.1 Consent of Counsel (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24 Power of Attorney. (Incorporated by reference in the signature page
to the Registration Statement).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post- effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pleasanton, State of California on this 22nd day of
February 2000.
SAFEWAY INC.
By: /s/ MICHAEL C. ROSS
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Michael C. Ross
Senior Vice President, Secretary and
General Counsel
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Michael C. Ross with full power
of substitution and full power to act without the other, such person's true and
lawful attorney-in-fact and agent to act for such person in such person's name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement on Form
S-8, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully, to all intents and purposes,
as such person might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 22, 2000.
Signature Title
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/s/ STEVEN A. BURD Chairman, President and Chief Executive Officer
- ---------------------------------- (Principal Executive Officer)
Steven A. Burd
/s/ DAVID G. WEED Executive Vice President, Chief Financial Officer
- ---------------------------------- (Principal Financial Officer and Principal
David G. Weed Accounting Officer)
/s/ JAMES H. GREENE, JR. Director
- ----------------------------------
James H. Greene, Jr.
/s/ PAUL HAZEN Director
- ----------------------------------
Paul Hazen
/s/ HENRY R. KRAVIS Director
- ----------------------------------
Henry R. Kravis
/s/ ROBERT I. MACDONNELL Director
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Robert I. MacDonnell
/s/ PETER A. MAGOWAN Director
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Peter A. Magowan
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/s/ GEORGE R. ROBERTS Director
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George R. Roberts
/s/ REBECCA A. STIRN Director
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Rebecca A. Stirn
/s/ WILLIAM Y. TAUSCHER Director
- ----------------------------------
William Y. Tauscher
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INDEX TO EXHIBITS
Exhibit
4.1 Safeway Executive Deferred Compensation Plan.
4.2 Canada Safeway Limited Executive Deferred Compensation Plan.
5.1 Opinion of Michael C. Ross, Senior Vice President and General
Counsel of the Registrant.
23.1 Consent of Counsel (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24 Power of Attorney. (Incorporated by reference in the signature page
to the Registration Statement).
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EXHIBIT 4.1
SAFEWAY EXECUTIVE
DEFERRED COMPENSATION PLAN
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TABLE OF CONTENTS
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ARTICLE I. TITLE AND DEFINITIONS....................................... 1
1.1 Title....................................................... 1
1.2 Definitions................................................. 1
ARTICLE II. PARTICIPATION............................................... 4
ARTICLE III. DEFERRAL ELECTIONS.......................................... 5
3.1 Elections to Defer Compensation............................. 5
3.2 Investment Elections........................................ 6
ARTICLE IV. ACCOUNTS AND TRUST FUNDING.................................. 6
4.1 Deferral Accounts........................................... 6
4.2 Company Discretionary Contribution Account.................. 7
4.3 401(k) Excess Account....................................... 7
4.4 Trust Funding............................................... 8
4.5 Forfeitures................................................. 8
ARTICLE V. VESTING..................................................... 8
ARTICLE VI. DISTRIBUTIONS............................................... 9
6.1 Distribution of Accounts................................... 9
6.2 Early Distributions........................................ 10
6.3 Hardship Distribution...................................... 11
6.4 Inability to Locate Participant............................ 11
ARTICLE VII. ADMINISTRATION............................................. 11
7.1 Committee.................................................. 11
7.2 Committee Action........................................... 12
7.3 Powers and Duties of the Committee......................... 12
7.4 Construction and Interpretation............................ 13
7.5 Information................................................ 13
7.6 Compensation, Expenses and Indemnity....................... 13
7.7 Quarterly Statements....................................... 13
7.8 Disputes................................................... 13
ARTICLE VIII. MISCELLANEOUS.............................................. 15
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8.1 Unsecured General Creditor................................. 15
8.2 Restriction Against Assignment............................. 15
8.3 Withholding................................................ 15
8.4 Amendment, Modification, Suspension or Termination......... 16
8.5 Governing Law.............................................. 16
8.6 Receipt of Release......................................... 16
8.7 Payments on Behalf of Persons Under Incapacity............. 16
8.8 Limitation of Rights and Employment Relationship........... 16
8.9 Exempt ERISA Plan.......................................... 17
8.10 Notice .................................................... 17
8.11 Errors and Misstatements................................... 17
8.12 Pronouns and Plurality..................................... 17
8.13 Severability............................................... 17
8.14 Status .................................................... 17
8.15 Headings................................................... 18
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SAFEWAY EXECUTIVE
DEFERRED COMPENSATION PLAN
WHEREAS, Safeway Inc., a Delaware corporation (the "Company") desires to
establish the Safeway Executive Deferred Compensation Plan to provide
supplemental retirement income benefits for a select group of management and
highly compensated employees through deferrals of salary and incentive
compensation as well as Company contributions, effective as of November 1, 1999.
NOW, THEREFORE, effective as of November 1, 1999, the Plan is hereby
adopted to read as follows:
ARTICLE I.
TITLE AND DEFINITIONS
1.1 Title.
This Plan shall be known as the Safeway Executive Deferred
Compensation Plan.
1.2 Definitions.
Whenever the following words and phrases are used in this Plan, with
the first letter capitalized, they shall have the meanings specified below.
(a) "Account" or "Accounts" shall mean a Participant's Deferred Account,
401(k) Excess Account and/or Company Discretionary Contribution Account.
(b) "Base Salary" shall mean a Participant's annual base salary, excluding
bonus, incentive and all other remuneration for services rendered to the
Company, prior to reduction for any salary contributions to a plan established
pursuant to Section 125 of the Code or qualified pursuant to Section 401(k) of
the Code.
(c) "Beneficiary" or "Beneficiaries" shall mean the person or persons,
including a trustee, personal representative or other fiduciary, last designated
in writing by a Participant in accordance with the procedures established by the
Committee to receive the benefits specified hereunder in the event of the
Participant's death. However, no designation of a Beneficiary other than the
Participant's spouse shall be valid unless consented in writing by such spouse.
No Beneficiary designation shall become effective until it is filed with the
Committee. Any designation shall be revocable at any time through a written
instrument filed by the Participant with the Committee with or without the
consent of the previous Beneficiary. If there is no Beneficiary designation in
effect, or the designated beneficiary does not survive the Participant, then the
Participant's spouse shall be the Beneficiary. If there is no surviving spouse,
the duly appointed and currently acting personal representative of the
Participant's estate (which shall include either the Participant's probate
estate or living trust) shall be the Beneficiary. In any case where there is no
such personal representative of the Participant's estate duly appointed and
acting in that capacity within 90 days after the Participant's death (or such
extended period as the Committee determines is reasonably necessary to allow
such personal representative to be
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appointed, but not to exceed 180 days after the Participant's death), then
Beneficiary shall mean the person or persons who can verify by affidavit or
court order to the satisfaction of the Committee that they are legally entitled
to receive the benefits specified hereunder. In the event any amount is payable
under the Plan to a minor, payment shall not be made to the minor, but instead
be paid (a) to that person's living parent(s) to act as custodian, (b) if that
person's parents are then divorced, and one parent is the sole custodial parent,
to such custodial parent, or (c) if no parent of that person is then living, to
a custodian selected by the Committee to hold the funds for the minor under the
Uniform Transfers or Gifts to Minors Act in effect in the jurisdiction in which
the minor resides. If no parent is living and the Committee decides not to
select another custodian to hold the funds for the minor, then payment shall be
made to the duly appointed and currently acting guardian of the estate for the
minor or, if no guardian of the estate for the minor is duly appointed and
currently acting within 60 days after the date the amount becomes payable,
payment shall be deposited with the court having jurisdiction over the estate of
the minor. Payment by the Company pursuant to any unrevoked Beneficiary
designation, or to the Participant's estate if no such designation exists, of
all benefits owed hereunder shall terminate any and all liability of the
Company.
(d) "Board of Directors" or "Board" shall mean the Board of Directors of
the Company.
(e) "Bonuses" shall mean the incentive compensation earned during the
Company's fiscal year.
(f) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(g) "Committee" shall mean the Committee appointed by the Board to
administer the Plan in accordance with Article VII.
(h) "Company" shall mean Safeway Inc. and any successor corporations.
Company shall also include each corporation which is a member of a controlled
group of corporations (within the meaning of Section 414(b) of the Code) of
which Safeway Inc. is a component member, if the Board provides that such
corporation shall participate in the Plan and such corporation's governing board
of directors adopts this Plan.
(i) "Company Discretionary Contribution Account" shall mean the
bookkeeping account maintained by Company for each Participant that is credited
with an amount equal to the Company Discretionary Amount, if any, and earnings
and losses pursuant to Section 4.2.
(j) "Company Discretionary Contributions" shall mean, for each Participant
for a Plan Year, an additional discretionary amount allocated to a Participant
under this Plan as determined by the Committee. Such amount may differ from
Participant to Participant both in amount, including no contribution, and as a
percentage of Compensation.
(k) "Compensation" shall mean Base Salary, and Bonuses that the
Participant is entitled to receive for services rendered to the Company.
(l) "Deferred Amount" shall mean the bookkeeping account maintained by the
Committee for each Participant that is credited with amounts equal to (1) the
portion of the
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Participant's Compensation that he or she elects to defer pursuant to Section
3.1, and (2) the Interest Rate pursuant to Section 4.1(b).
(m) "Disability" shall mean a "disability" as defined in the Company's
long-term disability plan, as then in effect.
(n) "Distributable Amount" shall mean the sum of the vested balance of a
Participant's Deferred Account, 401(k) Excess Account and Company Discretionary
Contribution Account.
(o) "Early Distribution" shall mean an election by a Participant in
accordance with Section 6.2 to receive a withdrawal of amounts from his or her
Deferral Account, 401(k) Excess Account and Company Discretionary Contribution
Account prior to the time in which such Participant would otherwise be entitled
to such amounts.
(p) "Effective Date" shall mean November 1, 1999.
(q) "Eligible Employee" shall mean individuals selected by the Committee
from those employees of the Company (i) at the level of "director" or above
and/or who are eligible to participate in the director level bonus plan, and
(ii) whose potential maximum Compensation for a Calendar Year is at least
$100,000, as adjusted by the Committee from time to time. The Committee may, in
its sole discretion, select such other individuals to participate in the Plan
who do not otherwise meet the foregoing criteria.
(r) "401(k) Excess Account" shall mean the bookkeeping account maintained
by the Committee for each Participant that is credited with amounts equal to (1)
the Participant's 401(k) Excess Contributions, and (2) the Interest Rate
pursuant to Section 4.3(b).
(s) "401(k) Excess" shall mean the amount, if any, limited by or
distributable to a Participant from the 401(k) Plan by reason of Code Section
401(k)(8) and the regulations issued thereunder, or which may not be contributed
to the 401(k) Plan by reason of the limitations set forth in Code Section
402(g).
(t) "401(k) Plan" shall mean the defined contribution plan, if any,
maintained by the Company under Code Section 401(k), as in effect from time to
time.
(u) "Fund" or "Funds" shall mean one or more of the investment funds
selected by the Committee pursuant to Section 3.2(b).
(v) "Hardship Distribution" shall mean a severe financial hardship to the
Participant resulting from (i) a sudden and unexpected illness or accident of
the Participant or of his or her Dependent (as defined in Section 152(a) of the
Code), (ii) loss of a Participant's property due to casualty, or (iii) other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant. The circumstances that would
constitute an unforeseeable emergency will depend upon the facts of each case,
but, in any case, a Hardship Distribution may not be made to the extent that
such hardship is or may be relieved (A) through reimbursement or compensation by
insurance or otherwise, (B) by liquidation of the Participant's
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assets, to the extent the liquidation of such assets would not itself cause
severe financial hardship, or (C) by cessation of deferrals under this Plan.
(w) "Initial Election Period" for an Eligible Employee on the Effective
Date shall mean the period ending October 27, 1999 and for each other Eligible
Employee the 30-day period following the time an individual receives notice of
eligibility to participate in the Plan.
(x) "Interest Rate" shall mean, for each Fund, an amount equal to the net
rate of gain or loss on the assets of such Fund during each month.
(y) "Participant" shall mean any Eligible Employee who becomes a
Participant in accordance with Section 2.1
(z) "Payment Date" shall mean the time as soon as practicable after (1)
the first day of the month following the end of the calendar quarter in which
the Participant's employment terminates for any reason, or (2) the Scheduled
Withdrawal Date.
(aa) "Plan" shall mean the Safeway Executive Deferred Compensation Plan set
forth herein, now in effect, or as amended from time to time.
(bb) "Plan Year: shall mean the initial period beginning on November 1,
1999 and ending on December 31, 1999 and thereafter the 12 consecutive month
period beginning on each January 1 and ending on each December 31.
(cc) "Retirement" shall mean a Participant's voluntary retirement from
employment with the Company on or after age 55 in accordance with the Company's
retirement policies as then in effect.
(dd) "Scheduled Withdrawal Date" shall be in January in the year elected by
the Participant for an in-service withdrawal of all amounts of Compensation or
401(k) Excess deferred or Company Discretionary Contributions in a given Plan
Year, and earnings and losses attributable thereto, as set forth on the election
forms for such Plan Year; provided that the Scheduled Withdrawal Date for
Company Discretionary Contributions shall not be sooner than two (2) years
following the date the Participant becomes fully vested in any such
contributions.
(ee) "Termination of Employment" shall mean the Participant ceasing to be
an employee of the Company for reasons other than death, Disability or
Retirement.
(ff) "Trust" shall mean the Safeway Executive Deferred Compensation Plan
Trust.
ARTICLE II.
PARTICIPATION
An Eligible Employee shall become a Participant in the Plan by (1) electing
to defer a portion of his or her Compensation in accordance with Section 3.1,
and (2) filing such other forms as the Committee may reasonably require for
participation hereunder. An Eligible
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Employee who completes the requirements of the preceding sentence shall commence
participation in this Plan as of the first day of the month in which
Compensation is deferred.
ARTICLE III.
DEFERRAL ELECTIONS
3.1 Elections to Defer Compensation.
(a) Initial Election Period. Subject to the provisions of Article II, each
Eligible Employee may defer Base Salary, Bonuses and/or 401(k) Excess by filing
with the Committee an election that conforms to the requirements of this Section
3.1, on a form provided by the Committee, no later than the last day of his or
her Initial Election Period.
(b) General Rule. The amount of Compensation which a Participant may elect
to defer is such Compensation earned on or after the time at which the
Participant elects to defer in accordance with Section 3.1(a) and shall be a
flat dollar amount or a percentage of Base Salary and/or Bonus which shall not
exceed 100% of the Participant's Base Salary and/or 100% of his Bonus, provided
that the total amount deferred by a Participant shall be limited in any calendar
year, if necessary, to satisfy the Employee's income and employment tax
withholding obligations (including Social Security, unemployment and Medicare),
and the Employee's employee benefit plan contribution requirements, as
determined in the sole and absolute discretion of the Committee. The minimum
contribution which may be made in any Plan Year by a Participant shall not be
less than $5,000 ($2,500 in the initial Plan Year), provided such minimum
contribution can be satisfied from either deferrals of Base Salary, Bonus and/or
401(k) Excess.
(c) Duration of Compensation Deferral Election. An Eligible Employee's
initial election to defer Compensation or 401(k) Excess must be filed before the
Initial Election Period and is to be effective for the next pay period. A
Participant may modify or suspend his election to defer Compensation or 401(k)
Excess effective as of each March 1, June 1 and October 1 of a Plan Year by
filing such an election at least 30 days prior to the effective date of such
modification or suspension. A Participant must file a new election for each
subsequent Plan Year on or before December 1, which election shall be effective
on the first day of the next following Plan Year. In the event a Participant
fails to timely file an election, he should be deemed to have elected not to
have deferred any Compensation or 401(k) Excess for any relevant period.
(d) Elections other than Elections during the Initial Election Period.
Subject to the limitations of Section 3.1(b) above, any Eligible Employee who
fails to elect to defer Compensation and/or 401(k) Excess during his or her
Initial Election Period may subsequently become a Participant, and any Eligible
Employee who has terminated a prior deferral election may elect to again defer
Compensation and/or 401(k) Excess, by filing an election, on a form provided by
the Committee, to defer Compensation as described in Sections 3.1(b) and 3.1(c)
above. An election to defer Compensation and/or 401(k) Excess must be filed at
least 30 days prior to the effective date of such election and will be effective
for Compensation and/or 401(k) Excess earned during periods beginning after the
effective date of such election.
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3.2 Investment Elections.
(a) At the time of making the deferral elections described in Section 3.1,
the Participant shall designate, on a form provided by the Committee, the types
of investment funds the Participant's Account will be invested in for purposes
of determining the amount of earnings to be credited to that Account. In making
the designation pursuant to this Section 3.2, the Participant may specify that
all or any multiple of his Deferral Account shall be deemed to be invested in
one or more of the types of investment funds provided under the Plan. Effective
as of the first day of the next calendar month a Participant may change the
designation made under this Section 3.2 by filing an election, on a form
provided by the Committee, at least five calendar days prior to the end of the
month prior to the month in which such change will be effective. If a
Participant fails to elect a type of fund under this Section 3.2, he or she
shall be deemed to have elected the Money Market type of investment fund.
(b) Although the Participant may designate the type of investment funds in
Section 3.2(a) above, the Committee shall not be bound by such designation. The
Committee shall select from time to time, in its sole discretion, such
investment funds to be the Funds available under the Plan. The Interest Rate of
each such investment fund shall be used to determine the amount of earnings or
losses to be credited to Participant's Account under Article IV.
ARTICLE IV.
ACCOUNTS AND TRUST FUNDING
4.1 Deferral Accounts.
The Committee shall establish and maintain a Deferral Account for each
Participant under the Plan. Each Participant's Deferral Account shall be further
divided into separate subaccounts ("investment fund subaccounts"), each of which
corresponds to a investment fund elected by the Participant pursuant to Section
3.2(a). A Participant's Deferral Account shall be credited as follows:
(a) Within five business days after each payroll date, the Committee shall
credit the investment fund subaccounts of the Participant's Deferral Account
with an amount equal to Compensation deferred by the Participant during each pay
period in accordance with the Participant's election under Section 3.2(a); that
is, the portion of the Participant's deferred Compensation that the Participant
has elected to be deemed to be invested in a certain type of investment fund
shall be credited to the investment fund subaccount corresponding to that
investment fund;
(b) As of the last day of each month, each investment fund subaccount of a
Participant's Deferral Account shall be credited with earnings or losses in an
amount equal to that determined by multiplying the balance credited to such
investment fund subaccount as of the last day of the preceding month plus
contributions during the current month commencing on the date such contributions
are credited to the investment fund subaccount by the Interest Rate for the
corresponding fund selected by the Company pursuant to Section 3.2(b).
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(c) In the event that a Participant elects for a given Plan Year's
deferral of Compensation to have a Scheduled Withdrawal Date, all amounts
attributed to the deferral of Compensation for such Plan Year shall be accounted
for in a manner which allows separate accounting for the deferral of
Compensation and investment gains and losses associated with such Plan Year's
deferral of Compensation.
4.2 Company Discretionary Contribution Account.
The Committee shall establish and maintain a Company Discretionary
Contribution Account for each Participant under the Plan, which shall be
credited the amount of Company Discretionary Contributions, if any, contributed
to the Plan on behalf of such Participant. Each Participant's Company
Discretionary Contribution Account shall be further divided into separate
investment fund subaccounts corresponding to the investment fund elected by the
Participant pursuant to Section 3.2(a). A Participant's Company Discretionary
Contribution Account shall be credited as follows:
(a) The Committee shall credit the investment fund subaccounts of the
Participant's Company Discretionary Contribution Account with an amount equal to
the Company Discretionary Contribution Amount, if any, applicable to that
Participant, that is, the proportion of the Company Discretionary Contribution
Amount, if any, which the Participant elected to be deemed to be invested in a
certain type of investment fund shall be credited to the corresponding
investment fund subaccount; and
(b) As of the last day of each month, each investment fund subaccount of a
Participant's Company Discretionary Contribution Account shall be credited with
earnings or losses in an amount equal to that determined by multiplying the
balance credited to such investment fund subaccount as of the last day of the
preceding month plus contributions during the current month commencing on the
date such contributions are credited to the investment fund subaccount by the
Interest Rate for the corresponding Fund selected by the Company pursuant to
Section 3.2(b).
4.3 401(k) Excess Account.
The Committee shall establish and maintain a 401(k) Excess Account
for each Participant under the Plan, which shall be credited the amount of
401(k) Excess, if any, contributed to the Plan on behalf of such Participant.
Each Participant's 401(k) Excess Account shall be further divided into separate
investment fund subaccounts corresponding to the investment fund elected by the
Participant pursuant to Section 3.2(a). A Participant's 401(k) Excess Account
shall be credited as follows:
(a) The Committee shall credit the investment fund subaccounts of the
Participant's 401(k) Excess Account with an amount equal to the 401(k) Excess,
if any, applicable to that Participant, that is, the proportion of the 401(k)
Excess, if any, which the Participant elected to be deemed to be invested in a
certain type of investment fund shall be credited to the corresponding
investment fund subaccount; and
(b) As of the last day of each month, each investment fund subaccount of a
Participant's 401(k) Excess Account shall be credited with earnings or losses in
an amount equal
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to that determined by multiplying the balance credited to such investment fund
subaccount as of the last day of the preceding month plus contributions during
the current month commencing on the date such contributions are credited to the
investment fund subaccount by the Interest Rate for the corresponding Fund
selected by the Company pursuant to Section 3.2(b).
4.4 Trust Funding.
The Company has created the Trust to hold contributions made to this
Plan. The Company shall contribute to the Trust an amount equal to the amount
deferred by each Participant for the Plan Year.
Although the principal of the Trust and any earnings thereon shall be
held separate and apart from other funds of Company and shall be used
exclusively for the uses and purposes of Plan Participants and beneficiaries as
set forth therein, neither the Participant nor their beneficiaries shall have
any preferred claim on, or any beneficial ownership in, any assets of the Trust
prior to the time such assets are paid to the Participants or beneficiaries as
benefits and all rights created under this Plan shall be unsecured contractual
rights of Plan Participants and beneficiaries against the Company. Any assets
held in the Trust will be subject to the claims of Company's general creditors
under federal and state law in the event of insolvency as defined in Section 3
of the Trust.
Except as provided in Section 4.5, the assets of the Plan and Trust
shall never inure to the benefit of the Company and the same shall be held for
the exclusive purpose of providing benefits to Participants and their
beneficiaries, other than reasonable expenses of administering the Plan and
Trust.
4.5 Forfeitures.
The Company may use (i) forfeitures of any non-vested Company
Discretionary Contributions, (ii) amounts forfeited under Section 6.2(d) upon
Early Distribution, and (iii) amounts forfeited under Section 6.4, to pay
expenses and costs associated with the administration of the Plan and Trust
and/or to restore Participants' Accounts under Section 6.4.
ARTICLE V.
VESTING
A Participant's Deferral Account and 401(k) Excess Account shall be
100% vested at all times. A Participant's Company Discretionary Contribution
Account, if any, shall be subject to such vesting schedule as the Committee may
establish at the time the Company Discretionary Contributions are made to the
Plan.
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ARTICLE VI.
DISTRIBUTIONS
6.1 Distribution of Accounts.
(a) Distribution upon Termination of Employment. Upon Termination of
Employment or the death of the Participant while in the employ of the Company,
the Distributable Amount shall be paid to the Participant (and after his or her
death to his or her Beneficiary) in a lump sum on the Participant's Payment
Date.
(b) Distribution upon Disability or Retirement. Upon the Disability or
Retirement of the Participant from employment with the Company, the
Distributable Amount shall be paid to the Participant in substantially equal
quarterly installments over ten (10) years beginning on the Participant's
Payment Date. An optional form of payment upon Disability or Retirement may be
elected by the Participant on the form provided by Company at the time of his
deferral election from among the following:
(1) Substantially equal quarterly installments over five (5) years
beginning on the Participant's Payment Date,
(2) Substantially equal quarterly installments over fifteen (15)
years beginning on the Participant's Payment Date, or
(3) A lump sum.
Notwithstanding, any provision to the contrary, in the event a
Participant's Distributable Amount is equal to or less than $50,000, such
Distributable Amount shall be distributed to the Participant or his Beneficiary
in a lump sum . A Participant may change his election with respect to the
frequency of payment, provided such change in the frequency of payment occurs at
least one year prior to the Participant's Termination of Employment because of
Retirement.
The Participant's Accounts shall continue to be credited with
earnings pursuant to Section 4.1 of the Plan until all amounts credited to his
or her Accounts under the Plan have been distributed.
(c) Distribution With Scheduled Withdrawal Date. In the case of a
Participant who has elected a Scheduled Withdrawal Date for a distribution while
still in the employ of the Company, such Participant shall receive his or her
Distributable Amount, but only with respect to those deferrals of Compensation,
401(k) Excess and vested Company Discretionary Contributions and earnings on
such amounts as shall have been elected by the Participant to be subject to the
Scheduled Withdrawal Date in accordance with Section 1.2(y) of the Plan. A
Participant's Scheduled Withdrawal Date with respect to amounts of Compensation
and/or 401(k) Excess deferred in a given Plan Year be at least two (2) years
from the last day of the Plan Year for which such deferrals are made. A
Participant's Scheduled Withdrawal Date with respect to Company Discretionary
Contributions must be at least two (2) years after the Participant becomes fully
vested in such Company Discretionary Contributions.
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Amounts to be distributed on a Scheduled Withdrawal Date shall be paid
in a lump sum, unless the Participant elects an optional form of payment. A
Participant may elect an optional form of payment only if the amount to be
distributed on the Scheduled Withdrawal Date exceeds $50,000. The Participant
may elect the optional form of payment on the form provided by the Company at
the time of his deferral election with respect to his deferrals of Compensation
and/or 401(k) Excess and at the time he becomes fully vested in his Company
Discretionary Contributions, if any. The optional forms of payments that the
Participant may elect are payments in substantially equal quarterly installments
over a period of two (2) years, three (3) years, four (4) years or five (5)
years beginning on the Participant's Payment Date.
A Participant may extend the Scheduled Withdrawal Date for the
deferral of Compensation and Company Discretionary Contributions for any Plan
Year, provided such extension occurs at least one year before the Scheduled
Withdrawal Date and is for a period of not less than two (2) years from the
Scheduled Withdrawal Date. The Participant shall have the right to modify any
Scheduled Withdrawal Date only once, without the consent of the Committee. A
Participant who has modified a Scheduled Withdrawal Date, may again once further
modify the Scheduled Withdrawal Date, but only with the consent of the
Committee.
In the event a Participant's Termination of Employment prior to a
Scheduled Withdrawal Date, the Participant's entire Distributable Amount will be
paid as soon as practicable after the Termination of Employment in a lump sum.
In the event of Participant's Disability or Retirement prior to a Scheduled
Withdrawal Date, the Participant's entire Distributable Amount will be paid in
accordance with Section 6.1(b).
(d) In the event a Participant dies after he has begun receiving
distributions under Section 6.1(b) with a remaining balance in his or her
Account, the balance shall be paid in a lump sum.
6.2 Early Distributions.
A Participant shall be permitted to elect an Early Distribution from
his or her Deferral Account, 401(k) Excess Account and vested Company
Discretionary Contribution Account prior to the Payment Date, subject to the
following restrictions:
(a) The election to take an Early Distribution shall be made by filing a
form provided by and filed with the Committee prior to the end of any calendar
month.
(b) The amount of the Early Distribution shall in all cases be an amount
not less than $10,000.
(c) The amount described in subsection (b) above shall be paid in a single
cash lump sum as soon as practicable after the end of the calendar month in
which the Early Distribution election is made.
(d) If a Participant requests an Early Distribution, 10% of the gross
amount to be distributed shall be permanently forfeited and the Company shall
have no obligation to the Participant or his Beneficiary with respect to such
forfeited amount.
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(e) If a Participant receives an Early Distribution the Participant will
be ineligible to contribute deferrals to the Plan for the remainder of the Plan
Year and for the next following Plan Year.
6.3 Hardship Distribution.
A Participant shall be permitted to elect a Hardship Distribution in
accordance with Section 1.2(r) of the Plan prior to the Payment Date, subject to
the following restrictions:
(a) The election to take a Hardship Distribution shall be made by filing
form provided by and filed with Committee prior to the end of any calendar
month.
(b) The Committee shall have made a determination that the requested
distribution constitutes a Hardship Distribution in accordance with Section
1.2(r) of the Plan.
(c) The amount determined by the Committee as a Hardship Distribution
shall be paid in a single cash lump sum as soon as practicable after the end of
the calendar month in which the Hardship Distribution election is made and
approved by the Committee.
(d) If a Participant receives a Hardship Distribution, the Participant
will be ineligible to contribute deferrals to the Plan, for the balance of the
Plan Year and the following Plan Year.
6.4 Inability to Locate Participant.
In the event that the Committee is unable to locate a Participant or
Beneficiary within two years following the required Payment Date, the amount
allocated to the Participant's Account shall be forfeited. If, after such
forfeiture, the Participant or Beneficiary later claims such benefit, such
benefit shall be reinstated without interest or earnings, subject to applicable
escheat laws.
ARTICLE VII.
ADMINISTRATION
7.1 Committee.
A Committee shall be appointed by, and serve at the pleasure of, the
Board of Directors. The number of members comprising the Committee shall be
determined by the Board which may from time to time vary the number of members.
A member of the Committee may resign by delivering a written notice of
resignation to the Board. The Board may remove any member by delivering a
certified copy of its resolution of removal to such member. Vacancies in the
membership of the Committee shall be filled promptly by the Board.
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7.2 Committee Action.
The Committee shall act at meetings by affirmative vote of a majority
of the members of the Committee. Any action permitted to be taken at a meeting
may be taken without a meeting if, prior to such action, a written consent to
the action is signed by all members of the Committee and such written consent is
filed with the minutes of the proceedings of the Committee. A member of the
Committee shall not vote or act upon any matter which relates solely to himself
or herself as a Participant. The Chairman or any other member or members of the
Committee designated by the Chairman may execute any certificate or other
written direction of behalf of the Committee.
7.3 Powers and Duties of the Committee.
(a) The Committee, on behalf of the Participants and their Beneficiaries,
shall enforce the Plan in accordance with its terms, shall be charged with the
general administration of the Plan, and shall have all powers necessary to
accomplish its purposes as set forth herein, including, but not by way of
limitation, the following:
(1) To select the funds in accordance with Section 3.2(b) hereof;
(2) To construe and interpret the terms and provisions of the Plan
and to remedy any inconsistencies or ambiguities hereunder;
(3) To select employees eligible to participate in the Plan;
(4) To compute and certify to the amount and kind of benefits payable
to Participants and their Beneficiaries;
(5) To maintain all records that may be necessary for the
administration of the Plan;
(6) To provide for the disclosure of all information and the filing
or provision of all reports and statements to Participants, Beneficiaries or
governmental agencies as shall be required by law;
(7) To make and publish such rules for the regulation of the Plan and
procedures for the administration of the Plan as are not inconsistent with the
terms hereof;
(8) To appoint a plan administrator or any other agent, and to
delegate to them such powers and duties in connection with the administration of
the Plan as the Committee may from time to time prescribe; and
(9) To take all actions necessary for the administration of the Plan.
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7.4 Construction and Interpretation.
The Committee shall have full discretion to construe and interpret
the terms and provisions of this Plan, which interpretations or construction
shall be final and binding on all parties, including but not limited to the
Company and any Participant or Beneficiary. The Committee shall administer such
terms and provisions in a uniform and nondiscriminatory manner and in full
accordance with any and all laws applicable to the Plan.
7.5 Information.
To enable the Committee to perform its functions, the Company shall
supply full and timely information to the Committee on all matters relating to
the Compensation of all Participants, their death or other events which cause
termination of their participation in this Plan, and such other pertinent facts
as the Committee may require.
7.6 Compensation, Expenses and Indemnity.
(a) The members of the Committee shall serve without compensation for
their services hereunder.
(b) The Committee is authorized at the expense of the Company to employ
such legal counsel and other advisors as it may deem advisable to assist in the
performance of its duties hereunder. Expenses and fees in connection with the
administration of the Plan shall be paid by the Company.
(c) To the extent permitted by applicable state law, the Company shall
indemnify and save harmless the Committee and each member thereof, the Board of
Directors and any delegate of the Committee who is an employee of the Company
against any and all expenses, liabilities and claims, including legal fees to
defend against such liabilities and claims arising out of their discharge in
good faith of responsibilities under or incident to the Plan, other than
expenses and liabilities arising out of willful misconduct. This indemnity shall
not preclude such further indemnities as may be available under insurance
purchased by the Company or provided by the Company under any bylaw, agreement
or otherwise, as such indemnities are permitted under state law.
7.7 Quarterly Statements.
Under procedures established by the Committee, a Participant shall
receive a statement with respect to such Participant's Accounts on a quarterly
basis as of each March 31, June 30, September 30 and December 31.
7.8 Disputes.
(a) Claim.
A person who believes that he or she is being denied a benefit to
which he or she is entitled under this Agreement (hereinafter referred to as
"Claimant") may file a written
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request for such benefit with the Company, setting forth his or her claim. The
request must be addressed to the President of the Company at its then principal
place of business.
(b) Claim Decision.
Upon receipt of a claim, the Company shall advise the Claimant that a
reply will be forthcoming within ninety (90) days and shall, in fact, deliver
such reply within such period. The Company may, however, extend the reply period
for an additional ninety (90) days for special circumstances.
If the claim is denied in whole or in part, the Company shall inform
the Claimant in writing, using language calculated to be understood by the
Claimant, setting forth: (i) the specified reason or reasons for such denial;
(ii) the specific reference to pertinent provisions of this Agreement on which
such denial is based; (iii) a description of any additional material or
information necessary for the Claimant to perfect his or her claim and an
explanation of why such material or such information is necessary; (iv)
appropriate information as to the steps to be taken if the Claimant wishes to
submit the claim for review; and (v) the time limits for requesting a review
under subsection (c).
(c) Request For Review.
With sixty (60) days after the receipt by the Claimant of the written
opinion described above, the Claimant may request in writing that the Committee
review the determination of the Company. Such request must be addressed to the
Secretary of the Company, as its then principal place of business. The Claimant
or his or her duly authorized representative may, but need not, review the
pertinent documents and submit issues and comments in writing for consideration
by the Committee. If the Claimant does not request a review within such sixty
(60) day period, he or she shall be barred and estoppel from challenging the
Company's determination.
(d) Review of Decision.
Within sixty (60) days after the Committee's receipt of a request for
review, after considering all materials presented by the Claimant, the Committee
will inform the Participant in writing, in a manner calculated to be understood
by the Claimant, the decision setting forth the specific reasons for the
decision contained specific references to the pertinent provisions of this
Agreement on which the decision is based. If special circumstances require that
the sixty (60) day time period be extended, the Committee will so notify the
Claimant and will render the decision as soon as possible, but no later than one
hundred twenty (120) days after receipt of the request for review.
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ARTICLE VIII.
MISCELLANEOUS
8.1 Unsecured General Creditor.
Participants and their Beneficiaries, heirs, successors, and assigns
shall have no legal or equitable rights, claims, or interest in any specific
property or assets of the Company. No assets of the Company shall be held in any
way as collateral security for the fulfilling of the obligations of the Company
under this Plan. Any and all of the Company's assets shall be, and remain, the
general unpledged, unrestricted assets of the Company. The Company's obligation
under the Plan shall be merely that of an unfunded and unsecured promise of the
Company to pay money in the future, and the rights of the Participants and
Beneficiaries shall be no greater than those of unsecured general creditors. It
is the intention of the Company that this Plan be unfunded for purposes of the
Code and for purposes of Title I of ERISA.
8.2 Restriction Against Assignment.
The Company shall pay all amounts payable hereunder only to the person
or persons designated by the Plan and not to any other person or corporation.
(a) No right, title or interest in the Plan or in any account may be sold,
pledged, assigned or transferred in any manner other than by will or the laws of
descent and distribution. No right, title or interest in the Plan or in any
Account shall be liable for the debts, contracts or engagements of the
Participant or his successors in interest or shall be subject to disposition by
transfer, alienation, anticipation, pledge, encumbrance, assignment or any other
means whether such disposition be voluntary or involuntary or by operation of
law by judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect, except to the extent that such disposition is
permitted by the preceding sentence.
(b) Notwithstanding the provisions of a subsection, a Participant's
interest in his Account may be transferred by the Participant pursuant to a
domestic relations order that constitutes a "qualified domestic relations order"
as defined by the Code or Title 1 of ERISA.
8.3 Withholding.
There shall be deducted from each payment made under the Plan or any
other Compensation payable to the Participant (or Beneficiary) all taxes which
are required to be withheld by the Company in respect to such payment or this
Plan. The Company shall have the right to reduce any payment (or compensation)
by the amount of such of cash sufficient to provide the amount of said taxes.
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8.4 Amendment, Modification, Suspension or Termination.
The Committee may amend, modify, suspend or terminate the Plan in
whole or in part, except that no amendment, modification, suspension or
termination shall have any retroactive effect to reduce any amounts allocated to
a Participant's Accounts. In the event that this Plan is terminated, the amounts
allocated to a Participant's Accounts shall be distributed to the Participant
or, in the event of his or her death, his or her Beneficiary in a lump sum
within thirty (30) days following the date of termination.
8.5 Governing Law.
This Plan shall be construed, governed and administered in accordance
with the laws of the State of California.
8.6 Receipt of Release.
Any payment to a Participant or the Participant's Beneficiary in
accordance with the provisions of the Plan shall, to the extent thereof, be in
full satisfaction of all claims against the Committee and the Company. The
Committee may require such Participant or Beneficiary, as a condition precedent
to such payment, to execute a receipt and release to such effect.
8.7 Payments on Behalf of Persons Under Incapacity.
In the event that any amount becomes payable under the Plan to a
person who, in the sole judgment of the Committee, is considered by reason of
physical or mental condition to be unable to give a valid receipt therefore, the
Committee may direct that such payment be made to any person found by the
Committee, in its sole judgment, to have assumed the care of such person. Any
payment made pursuant to such termination shall constitute a full release and
discharge of the Committee and the Company.
8.8 Limitation of Rights and Employment Relationship
Neither the establishment of the Plan and Trust nor any modification
thereof, nor the creating of any fund or account, nor the payment of any
benefits shall be construed as giving to any Participant or other person any
legal or equitable right against the Company or the trustee of the Trust except
as provided in the Plan and Trust, and in no event shall the terms of employment
of any Employee or Participant be modified or in any be effected by the
provisions of the Plan and Trust.
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8.9 Exempt ERISA Plan
The Plan is intended to be an unfunded plan maintained primarily to
provide deferred compensation benefits for a select group of management or
highly compensated employees within the meaning of Sections 201, 301 and 401 of
ERISA and therefore to be exempt from Parts 2, 3 and 4 of Title I of ERISA.
8.10 Notice
Any notice or filing required or permitted to be given to the
Committee under the Plan shall be sufficient if in writing and hand delivered,
or sent by registered or certified mail, to the principal office of the Company,
directed to the attention of the General Counsel and Secretary of the Company.
Such notice shall be deemed given as of the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark on the receipt for
registration or certification.
8.11 Errors and Misstatements
In the event of any misstatement or omission of fact by a Participant
to the Committee or any clerical error resulting in payment of benefits in an
incorrect amount, the Committee shall promptly cause the amount of future
payments to be corrected upon discovery of the facts and shall pay or, if
applicable, cause the Trustee to pay, the Participant or any other person
entitled to payment under the Plan any underpayment in a lump sum or to recoup
any overpayment from future payments to the participant or any other person
entitled to payment under the Plan in such amounts as the Committee shall direct
or to proceed against the Participant or any other person entitled to payment
under the Plan for recovery of any such overpayment.
8.12 Pronouns and Plurality
The masculine pronoun shall include the feminine pronoun, and the
singular the plural where the context so indicates.
8.13 Severability
In the event that any provision of the Plan shall be declared
unenforceable or invalid for any reason, such unenforceability or invalidity
shall not affect the remaining provisions of the Plan but shall be fully
severable, and the Plan shall be construed and enforced as if such unenforceable
or invalid provision had never been included herein.
8.14 Status
The establishment and maintenance of, or allocations and credits to,
the Account of any Participant shall not vest in any Participant any right,
title or interest in and to any Plan assets or benefits except at the time or
times and upon the terms and conditions and to the extent expressly set forth in
the Plan and in accordance with the terms of the Trust.
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8.15 Headings.
Headings and subheadings in this Plan are inserted for convenience of
reference only and are not to be considered in the construction of the
provisions hereof.
IN WITNESS WHEREOF, the Company has caused this document to be
executed by its duly authorized officer on this 1st day of November, 1999.
By: Dick W. Gonzales
-----------------------------------
Its: Senior Vice President,
-----------------------------------
Human Resources
-----------------------------------
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<PAGE> 1
EXHIBIT 4.2
CANADA SAFEWAY LIMITED
EXECUTIVE DEFERRED COMPENSATION PLAN
1. PURPOSE OF THE PLAN
The purpose of the Plan is to provide a tax deferred capital
accumulation opportunity to a select group of management or other key employees
through deferral of compensation and to provide the Company with a method of
rewarding and retaining such selected employees.
2. DEFINITIONS
For the purposes of the Plan, the terms contained in this Section shall
have the following meanings.
(a) "ADMINISTRATION COMMITTEE" shall mean the committee appointed by the
Board from time to time to administer the Plan, or where the Board has
not appointed a committee, the Board.
(b) "BONUS" shall mean any annual bonus payable under the Company's annual
bonus program that will become payable to an Executive.
(c) "BOARD" shall mean the Board of Directors of the Company.
(d) "BUSINESS DAY" shall mean a day, other than Saturday or Sunday, on which
banking institutions in Calgary are not authorized or obligated by law
to close.
(e) "COMPANY" shall mean Canada Safeway Limited, an Alberta corporation, or
its successors and assigns.
(f) "DIVIDEND EQUIVALENTS" means a bookkeeping entry, whereby each Deferred
Share Unit is credited with the equivalent amount of the dividend paid
on a Share in accordance with Section 5(d).
(g) "DEFERRED SHARE UNIT" or "DSU" shall mean a share unit credited to a
Participant's account in accordance with the terms and conditions of the
Plan.
(h) "EXECUTIVE" shall mean an employee of Canada Safeway Limited who is
selected to participate in the Plan by the Administration Committee.
(i) "FAIR MARKET VALUE" of a Share as of a given date shall be (a) the
closing price of a Share on the principal exchange on which Shares are
then trading, if any (or as reported on any composite index which
includes such principal exchange), on such date, or if Shares were not
traded on such date, then on the next preceding date on which a trade
occurred, or (b) if Shares are not traded on an exchange but are quoted
on NASDAQ or a successor quotation system, the mean between the closing
representative bid and asked prices for a Share on such date as reported
by NASDAQ or such successor quotation system, or (c) if Shares are not
publicly traded on an exchange and not quoted on NASDAQ or a successor
quotation system,
<PAGE> 2
the Fair Market Value of a Share as established by the Administration
Committee acting in good faith. In determining the Fair Market Value of
a Share under subsection (a) of this Section 1(i), the Administration
Committee may rely on the closing price as reported in the New York
Stock Exchange composite transactions published in the Western Edition
of the Wall Street Journal.
(j) "PARTICIPANT" shall mean an Executive who has been granted DSUs under
the Plan.
(k) "PERMANENT DISABILITY" shall have the meaning ascribed to such term in
the long-term disability plan or policy of the Company applicable to a
Participant.
(l) "PLAN" shall mean the Canada Safeway Limited Executive Deferred
Compensation Plan as set forth herein and as it may be amended from time
to time.
(m) "PLAN YEAR" shall have the meaning set forth in Section 16.
(n) "RESIGNATION DATE" shall mean, in respect of a Participant, the date on
which
(i) the Participant has ceased to be employed by the Company for any
reason whatsoever, including termination of employment, voluntary
resignation, retirement from active employment, Permanent
Disability or death of the Participant, or, if later,
(ii) the Participant has ceased to be a member of the Board of the
Company if the Participant had ceased employment with the
Company, but had continued (without any interruption between the
date he or she ceased to be so employed) to be a member of the
Board of the Company after the cessation of such employment.
(o) "SETTLEMENT DATE" with respect to a Participant to whom a Resignation
Date has occurred shall be, subject to Section 11, the last Business Day
of the calendar year following the calendar year during which the
Resignation Date occurs. Provided that a Participant may, on or before
the Resignation Date, elect in writing a date which is after the
Resignation Date but before the date which would otherwise be the
Settlement Date (the "ELECTED Date"). Subject to the approval of the
Administration Committee and compliance with all applicable laws,
regulations or rules, the Settlement Date shall be the Elected Date.
(p) "SHARE" shall mean a common share of Safeway Inc., par value $0.01 per
share, and any equity security of Safeway Inc. issued or authorized to
be issued in the future, but excluding any preferred stock and any
warrants, options or other rights to purchase shares.
3. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Administration Committee. The
Administration Committee shall have full and complete authority to interpret the
Plan, to prescribe such rules and regulations (including those with respect to
the holding of meetings by telephone) and to make such other determinations as
it deems necessary or desirable for the administration of the
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<PAGE> 3
Plan. All actions taken and decisions made by the Administration Committee shall
be final, conclusive and binding on all parties concerned.
No member of the Administration Committee shall be liable for any action
or determination made in good faith pursuant to the Plan. To the full extent
permitted by law, the Company shall indemnify and save harmless each person
made, or threatened to be made, a party to any action or proceeding by reason of
the fact that such person is or was a member of the Administration Committee
and, as such, is or was required or entitled to take action pursuant to the
terms of the Plan.
4. ELIGIBILITY
The Plan shall apply to Executives of the Company as selected and
designated by the Administration Committee in its sole and unfettered
discretion. Notwithstanding the foregoing, an Executive shall not be eligible to
be a Participant unless the Executive (i) has a minimum potential compensation
for the year in excess of $CDN100,000 and (ii) has achieved at least the level
of a director or is eligible to participate in the director level bonus plan.
5. DEFERRAL ELECTION
Each Participant may elect, in the manner prescribed herein, to be
allocated DSUs in lieu of receiving a cash payment in respect of a Bonus, up to
100% thereof.
a. Method of Electing. A Participant must complete and deliver to
the Administration Committee, or to such person as the
Administration Committee may direct, a written election, which
shall designate the amount of the Bonus in respect of a Plan Year
that the Participant elects to convert to DSUs. Once made, an
election is irrevocable. An election must be completed and
delivered to the Administration Committee on or before December
31 of the calendar year in respect of which the Bonus is earned,
to be effective for any future payment to be made in respect of
that Bonus. If an election is not made in respect of a Plan Year,
or not validly made before the applicable deadline, an election
in respect of a previous Plan Year shall not be effective for a
succeeding Plan Year and a Participant shall not be permitted to
convert any portion of his or her Bonus in respect of such Plan
Year to DSUs.
b. Minimum Election. Notwithstanding the above, no election shall
reduce a Participant's compensation below the amount necessary to
satisfy applicable withholding requirements or taxes. The minimum
aggregate election in respect of any Plan Year shall be
$CDN7,500.
c. Deferred Share Units. If a Participant elects to convert all or a
specified amount of his or her Bonus in respect of a Plan Year to
DSUs, such Participant shall have DSUs allocated to an account
maintained for the Participant on the books of the Company. DSUs
(including fractional DSUs) shall be allocated to a Participant's
account effective
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<PAGE> 4
as of the day the Bonus would have otherwise been payable to the
Participant. The amount of the Bonus that the Participant elected
to convert into DSUs shall be converted into United States
dollars by using the mid-market foreign exchange rate (as
prepared by the Bank of Montreal Treasury Group and published in
the Globe & Mail) on the day the Bonus would, but for the
Participant's election hereunder, have otherwise been payable to
the Participant. The number of DSUs to be credited to a
Participant's account shall be determined by dividing the amount
of the Bonus that the Participant elected to convert into DSUs
(after conversion into United States dollars) by the Fair Market
Value of a Share on the date DSUs are to be allocated. A
Participant shall not be entitled to any certificate or other
document evidencing the DSUs and under no circumstances shall
DSUs be considered as Shares, nor shall they entitle any
Participant to exercise voting rights or any other rights
attaching to the ownership or control of Shares. A Participant
shall at all times be vested in his or her elected deferrals.
d. Dividend Equivalents. DSUs shall be credited with Dividend
Equivalents when dividends are paid on Shares and such Dividend
Equivalents shall be converted to additional DSUs based on the
Fair Market Value of a Share on the date credited.
6. SETTLEMENT OF DEFERRED SHARE UNITS
On the Settlement Date, the Company shall cause the Participant to receive a
number of Shares equal to the number of DSUs recorded in the Participant's
account on the Settlement Date; provided that, however, the Company may reduce
the number of Shares otherwise deliverable to the Participant to reflect the
minimum amount of withholding taxes and other source deductions required by law
to be withheld by the Company in connection with the satisfaction of the
Participant's entitlement.
In order to satisfy its obligation under this Section 6, the Company may obtain
Shares in respect of a Participant's entitlement from the open market or such
Shares may be issued from Safeway Inc.'s treasury. If the Company chooses to
satisfy its obligation under this Section 6 by purchasing Shares in respect of a
Participant's entitlement on the open market, the Company shall, on the
Settlement Date, notify an investment dealer that is independent from the
Company and Safeway Inc. (the "BROKER") of the number of Shares to be purchased
on behalf of the Participant on the New York Stock Exchange or other applicable
stock exchange approved by the Administration Committee. As soon as practicable
thereafter, the Broker shall purchase the number of Shares which the Company has
requested and shall notify the Participant and the Company of:
(a) the aggregate purchase price ("Aggregate Purchase Price") of the Shares;
(b) the purchase price per Share, or if the Shares were purchased at
different prices, the average purchase price (computed on a weighted
average basis) per Share ("Price per Common Share");
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<PAGE> 5
(c) the amount of any reasonable brokerage commission related to such
purchase of Shares; and
(d) the date of payment for such purchase of Shares;
On the date of payment, upon payment of the Aggregate Purchase Price and related
reasonable brokerage commission by the Company, the Broker shall deliver to the
Participant, or his designate, as the case may be, the certificate attesting the
Shares purchased on behalf of the Participant or shall cause such Shares to be
transferred electronically to an account designated by the Participant.
Any entitlement to fractional Shares (Shares shall be rounded down to the
nearest whole number) shall be paid in cash based on the Fair Market Value of a
Share on the Settlement Date. The Participant shall have no further entitlement
under the Plan upon receipt of Shares (and where applicable, cash in lieu of
fractional Shares) as provided for in this Section 6.
7. ADJUSTMENTS TO THE NUMBER OF DEFERRED SHARE UNITS
In the event of any stock dividend, stock split, combination or exchange
of shares, merger, consolidation, spin-off or other distribution (other than
normal cash dividends) of Safeway Inc. assets to shareholders, or any other
change affecting shares, such proportionate adjustments, if any, as the
Administration Committee in its discretion may deem appropriate to reflect such
change, shall be made with respect to the number of DSUs outstanding under the
Plan. In the event Safeway Inc. or the Company is not the surviving company of a
merger, consolidation or amalgamation with another company or in the event of a
liquidation, reorganization and in the absence of any surviving corporation's
assumption of outstanding awards made under the Plan, the Administration
Committee may provide for appropriate settlements of DSUs.
8. PARTICIPANT ACCOUNTS
The Company shall maintain or cause to be maintained in its books an
account for each Participant recording at all times the number of DSUs credited
to the Participant. Upon payment in satisfaction of DSUs pursuant to Section 6,
such DSUs shall be cancelled. A written notification of the balance in the
account maintained for each Participant shall be mailed by the Company or by an
administrator on behalf of the Company to each Participant at least annually. A
Participant shall not be entitled to any certificate or other document
evidencing the grant of DSUs to him or her.
9. RIGHTS OF PARTICIPANTS
Except as specifically herein provided, no Participant shall have any
claim or right to any Shares that may be delivered in settlement of DSUs
credited pursuant to the Plan.
Under no circumstances shall DSUs be considered to be Shares nor shall
they entitle any Participant to exercise voting rights or any other rights
attaching to the ownership or control of Shares.
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<PAGE> 6
Neither participation in the Plan nor any action taken under the Plan
shall give or be deemed to give any Participant a right to continued employment
with the Company and shall not interfere with any right of the Company to
terminate the employment of any Participant. The payment of any sum of money in
cash in lieu of notice of termination of employment shall not be considered as
extending the period of employment for the purposes of the Plan.
10. REORGANIZATION
The existence of DSUs shall not affect in any way the right or power of
Safeway Inc. or the Company or their shareholders to make or authorize any
adjustment, recapitalization, reorganization or other change in capital
structure or business, any amalgamation, combination, merger or consolidation,
or to create or issue any bonds, debentures, shares or other securities or to
change the rights and conditions attaching thereto, or to effect a dissolution,
liquidation, sale or transfer of all or any part of its assets or business, or
any other corporate act or proceeding, whether of a similar nature or otherwise.
11. DEATH OF PARTICIPANT
Upon the death of a Participant prior to the settlement of the DSUs
credited to the account of such Participant, the Administration Committee shall,
on the Settlement Date, cause to be delivered to the estate or the designated
beneficiary of the deceased Participant the number of Shares such Participant
would have been entitled to in accordance with Section 6 if the Participant had
previously ceased to be employed by the Company on the day prior to his or her
death. For purposes of the definition of Settlement Date, in case of death of a
Participant, unless the Participant had previously elected otherwise in
accordance with Section 2(o), the Settlement Date shall be the day which is
sixty (60) days after the date of death.
12. DESIGNATION OF A BENEFICIARY
To the extent permissible by law, a Participant may, by written notice
to the Secretary of the Company (or to such other person as the Administration
Committee or the Secretary may designate), designate a person to receive the
benefits payable under the Plan on the Participant's death, and may also by
written notice to the Secretary of the Company (or to such other person as the
Administration Committee or the Secretary may designate) alter or revoke such
designation from time to time, subject always to the provisions of any
applicable law. Such written notice shall be in such form and shall be executed
in such manner as the Administration Committee in its discretion may from time
to time determine.
13. WITHHOLDING TAXES
The Company may reduce the number of Shares that the Company would
otherwise cause to be delivered to a Participant to reflect the minimum amount
of withholding taxes and other source deductions required by law to be withheld
by the Company in connection with the satisfaction of the Participant's
entitlement. The Company may adopt and apply such rules and regulations that in
its opinion will ensure that the Company will be able to so comply.
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<PAGE> 7
14. TRANSFERABILITY
The rights or interests of a Participant under the Plan shall not be
assignable or transferable, otherwise than by testamentary disposition or in
accordance with the laws governing the devolution of property in the event of
death and such rights or interests shall not be encumbered.
15. EFFECTIVE DATE OF THE PLAN
The effective date of the Plan shall be November 1, 1999.
16. PLAN YEAR
A Plan Year shall coincide with a calendar year. The first Plan Year in
respect of which an election may be made under section 5 is the 1999 calendar
year.
17. AMENDMENTS, SUSPENSION OR TERMINATION OF, THE PLAN
The Board may from time to time amend, suspend or terminate the Plan in
whole or in part or amend the terms of DSUs credited to a Participant in
accordance with the Plan. If any such amendment, suspension or termination will
both materially and adversely affect the rights of a Participant with respect to
DSUs credited to such Participant, the written consent of such Participant to
such amendment, suspension or termination shall be obtained. Notwithstanding the
foregoing, the obtaining of any required consent of any Participant to an
amendment, suspension or termination with respect to any credited DSUs shall not
be required if such amendment, suspension or termination is required to comply
with applicable laws, regulations, rules, orders of government or regulatory
authorities or the requirements of any stock exchange on which shares of the
Company are listed.
If the Administration Committee terminates the Plan, DSUs previously
credited to Participants shall remain outstanding and in effect and be settled
in due course in accordance with the terms of the Plan (which shall continue to
have effect, but only for such purposes) on the Settlement Date.
Notwithstanding the foregoing, the Administration Committee shall, on
the date which is five (5) years from the effective date of the Plan,
re-evaluate the Plan in light of the above-stated purposes.
18. GOVERNING LAW
The Plan shall be governed and interpreted in accordance with the laws
in force in the Province of Alberta.
7
<PAGE> 1
Exhibit 5.1
February 22, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Safeway Inc.
Registration Statement on Form S-8
Ladies/Gentlemen:
At your request, I have examined the Registration Statement on Form S-8,
together with exhibits thereto (the "Registration Statement"), to be filed by
Safeway Inc., a Delaware corporation (the "Company"), relating to the
registration, under the Securities Act of 1933, as amended, of $40,000,000 in
deferred compensation obligations (the "Obligations") of the Company under the
Safeway Executive Deferred Compensation Plan (the "Plan"). I am familiar with
the proceedings undertaken by the Company in connection with the authorization
of the Plan and the Obligations and such questions of law and fact as I have
deemed necessary in order to express the opinion hereinafter stated.
Based upon the foregoing, I am of the opinion that the Obligations have
been duly authorized, and upon the issuance of the Obligations under the terms
of the Plan, such Obligations will be legally valid and binding obligations of
the Company, except as may be limited by the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting the rights or remedies of creditors; the effect of
general principles of equity, whether enforcement is considered in a proceeding
in equity or at law, and the discretion of the court before which any proceeding
therefor may be brought; and the effect of the laws of usury or other laws or
equitable principles relating to or limiting the interest rate payable on
indebtedness.
I am opining herein as to the effect on the subject transaction only of
the General Corporation Law of the State of Delaware, including statutory and
reported decisional law thereunder, and the internal laws of the State of
California, and express no opinion with respect to the applicability thereto, or
the effect thereon, of the laws of any other jurisdiction or, in the case of
Delaware, any other laws or as to any matters of municipal law or the laws of
any other local agencies within any state.
<PAGE> 2
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ MICHAEL C. ROSS
-----------------------------------------
Name: Michael C. Ross
Title: Senior Vice President,
Secretary and General Counsel
<PAGE> 1
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Safeway Inc. on Form S-8 of our report dated March 5, 1999, incorporated by
reference in the Annual Report on Form 10-K of Safeway Inc. for the year ended
January 2, 1999.
/s/ DELOITTE & TOUCHE LLP
San Francisco, California
February 17, 2000
