Sample Business Contracts

Operating Performance Bonus Plan for Executive Officers [Amendment No. 1] - Safeway Inc.

Bonus Forms

            FIRST AMENDMENT TO THE OPERATING PERFORMANCE BONUS PLAN
                     FOR EXECUTIVE OFFICERS OF SAFEWAY INC.



         Safeway Inc. (the "Company"), a corporation organized under the laws
of the State of Delaware, by resolution of its Board of Directors has adopted
this First Amendment to The Operating Performance Bonus Plan for Executive
Officers of Safeway Inc. (the "Plan") pursuant to Section 9.2 of the Plan,
effective as of January 1, 1997.

 Section 3.1 of the Plan is hereby amended to read in its entirety as follows:

         "Section 3.1 - Form of Payment.  Each participant's bonus award may be
         paid, at the option of the Participant, in cash or in stock,
         or in any combination of cash and stock.  Stock bonuses shall
         be paid in accordance with the provisions of the 1994 Amended
         and Restated Stock Option and Incentive Plan for Key Employees
         of Safeway."

                                  ************

         I hereby certify that the foregoing First Amendment to the Plan was
duly adopted by the Board of Directors of Safeway Inc. as of January 1, 1997.

         Executed on this _____ day of __________________, 1997.



                                                  ______________________________
                                                      Assistant Secretary