SUMMARY OF MATERIAL MODIFICATIONS FOR

HEALTHY MEASURES PROGRAM

SELECT BENEFITS EMPLOYEES

This notice summarizes changes that have been made to the Safeway Inc. Welfare Benefits Plan for Employees (the “Plan”). In accordance with the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), this notice constitutes the Summary of Material Modifications (“SMM”) for the Healthy Measures Program (the “Program”) component of the Plan that is available to eligible employees and their eligible spouses or domestic partners. You should review this information carefully and share it with your covered dependents. Keep this information with your Summary Plan Description for future reference. This SMM is effective September 1, 2009.

Healthy Measures – what is it?

The Healthy Measures Program is a voluntary program designed to encourage you and your spouse or domestic partner to identify certain major health risks (e.g., heart disease, diabetes, high cholesterol, and high blood pressure) and to engage in healthy behaviors to lower those risks.

Is Healthy Measures a mandatory program?

No, Healthy Measures is not mandatory. It is a voluntary program that enables you to receive limited reductions in your health insurance contributions if you and/or your spouse or domestic partner meet certain health goals. See “What do I and/or my spouse or domestic partner need to do to get a discount?” below.

Who is eligible?

All employees eligible for coverage under the Plan, (including members of some collective bargaining groups whose agreements include medical coverage offered under the Plan), are eligible to participate in the Healthy Measures Program. In addition, an employee’s spouse or domestic partner who is covered under the Plan is eligible to participate in the Healthy Measures Program.

Why should I participate?

Eligible employees and their spouses or domestic partners who participate in the Program and meet the Program requirements can qualify for up to four discounts on Plan contributions.

An eligible employee and his or her spouse or domestic partner may receive Program contribution discounts upon meeting certain Healthy Measures standards. These Healthy Measures standards reflect Safeway’s desire to address, in a meaningful way, the risks of serious health issues, including heart disease, diabetes, stroke and cancer.

The main areas of measurement for the Program are:

(i)  Body Mass Index (BMI) or waist measurement

(ii)  Blood pressure

(iii)  Fasting cholesterol and fasting glucose

(iv)  Tobacco use

The chart below shows the 2010 Healthy Measures Program contribution discounts, the Healthy Measures standards you and your spouse or domestic partner must meet to receive these Program contribution discounts, and healthy ranges (according to the U.S. Department of Health and Human Services’ National Institutes of Health). Please note, the current standard to receive Program contribution discounts is different from normal healthy ranges. Take these ranges into account when evaluating your risks and consulting with your doctor about your measurement results.

Select Standards and Incentive Discounts - Choice Fund I, CIGNA PPO, CIGNA Out-of-Area, Independence Blue Cross PPO (Genuardi’s Select II), and Kaiser California

As a Select employee enrolled in the Choice Fund I, CIGNA PPO, CIGNA Out-of-Area, Independence Blue Cross PPO (Genuardi’s Select II), or Kaiser California plans you can earn up to $20.00 a week in medical plan contribution discounts.

The actual dollar amount of each incentive may vary from one Safeway medical plan to another. This is because the law limits the incentive amount Safeway can provide to you based on the cost of each plan, which varies as well from plan to plan.

This chart reflects incentive discounts for Choice Fund I, CIGNA PPO, CIGNA Out-of-Area, Independence Blue Cross PPO (Genuardi’s Select II), and Kaiser California plans.

Healthy Measure / 2010 Healthy Measures Incentive Discounts / Standards to Receive Healthy Measures Incentives / Healthy Ranges /
Body Mass Index (BMI) / $6.00 per week / n  BMI less than 30, or
n  Waistline less than 40 inches for men or less than 35 inches for women (upon your request if you do not meet the BMI standard to qualify for the incentive) / n  Normal BMI: 18.5-24.9
n  Over weight BMI: 25-29.9
n  Obese BMI: 30 and above
Blood Pressure / $4.00 per week / n  Systolic: Less than 140 mm Hg, and
n  Diastolic: Less than 90 mm Hg / Normal:
n  Systolic: Less than 120 mm Hg, and
n  Diastolic: Less than 80 mm Hg
Pre-hypertensive:
n  Systolic: 120-139 mm Hg, and
n  Diastolic: 80-89 mm Hg
Hypertensive:
n  Systolic: Greater than 139 mm Hg, and
n  Diastolic: Greater than 89 mm Hg
Fasting Cholesterol
And / $4.00 per week / n  HDL: Greater than 40 mg/dL, and
n  LDL: Less than 130 mg/dL, and
n  Triglycerides: Less than 200 mg/dL / Normal:
n  Total: Less than 200 mg/dL
n  HDL: Greater than 59 mg/dL, and
n  LDL: Less than 129 mg/dL, and
n  Triglycerides: Less than 150 mg/dl
Fasting Glucose / n  Less than 116 mg/dL / n  Normal: 70 mg/dL to 99 mg/dL
n  Pre-diabetic: Greater than 99 mg/dL to 125 mg/dL
n  Diabetic: Greater than 125 mg/dL
Tobacco Use
Note: Test is not required if you passed last time. / $6.00 per week / Does not use tobacco (per nicotine test) / Does not use tobacco (per nicotine test)

Note: An employee who may qualify to participate in the Program may not be eligible to receive Program contribution discounts where such employee has previously received an employer subsidy that has already reduced his or her Plan contribution amounts.

Note: Due to Federal Regulations, the discounts available to Plan participants in Choice Fund II, Health Plan Hawaii Plus, HMSA-Preferred Provider Fund, and Kaiser Hawaii are different than the discounts available for Choice Fund 1, CIGNA PPO, CIGNA Out-of Area, Independence Blue Cross PPO (Genuardi’s Select II), and Kaiser California Plan participants.

What do I and/or my spouse or domestic partner need to do to get a discount?

To receive one or more of the Program contribution discounts, you must

(i)  be measured in the manner required by the Plan Administrator during the Initial Measurement Window, or later during the year; and

(ii)  satisfy one or more of the corresponding Healthy Measures standards.

How can I and/or my spouse or domestic partner get measured?

(i)  Initial Measurement Window: You and/or your spouse or domestic partner can be measured during the Initial Measurement Window that runs between October 1, 2009 and December 31, 2009. To be measured during the Initial Measurement Window, visit your on-campus measurement facility or an off-site testing facility.

On-campus testing will be provided by Quest Diagnostics at the following locations: Pleasanton CA (Safeway Health Center and Canyon Way); Walnut Creek, CA; Phoenix, AZ (NASC); Tracy, CA (Distribution Center); Salt Lake City, UT; Merced, CA; Joplin, MO; and Portland, OR.

If you choose not to participate in on-campus testing, or if an on-campus testing is not available, you and your spouse or domestic partner may be measured at an off-site testing facility. For more information regarding off-site testing facilities, see “What off-site testing facilities are available?” below.

(ii)  Ongoing Testing: If you decide not to be measured during the Initial Measurement Window (i.e., October 1, 2009 through December 31, 2009), you can be measured at any time by visiting an off-site testing facility, see “What off-site testing facilities are available?” below.

  1. If you miss the Initial Measurement Window because you were on a Safeway-approved leave of absence, you can be tested within 30 calendar days of returning or the date at which you again become an active employee. To be measured, you will need to visit an off-site testing facility. If you are tested within 30 calendar days of returning from your Safeway-approved leave of absence or the date at which you again become an active employee, your Program contribution discount will be retroactive to the date of your return from leave of absence. If you are not tested within 30 calendar days of returning from your Safeway-approved leave of absence or the date at which you again become an active employee, your applicable Program contribution discount will begin as soon as administratively feasible on a prospective basis.
  2. If you are a new employee who was not yet employed during the Initial Measurement Window, or your employment with Safeway commenced during this period, you can be tested during your Enrollment Window (i.e., within 30 calendar days from the date listed on your benefits worksheet, or your enrollment deadline shown at [www.myaisleone.com] (as applicable)). You must be tested by the deadlines described immediately above in order to receive your applicable Program contribution discount(s) retroactive to your eligibility date. If you are not tested within 30 calendar days from the date listed on your benefits worksheet, or your enrollment deadline shown at [www.myaisleone.com], your applicable Program contribution discount will begin as soon as administratively feasible on a prospective basis. Please note, to be measured, you will need to visit an off-site testing facility.

What off-site testing facilities are available?

If you and/or your spouse or domestic partner want to be measured at an off-site testing facility, the following facilities are available:

(i)  Quest Diagnostics Patient Service Center. You can have your Body Mass Index, blood pressure, fasting cholesterol, fasting glucose, and tobacco usage measured at any Quest Diagnostics Patient Service Center. Please note, any lab costs will be paid by the Plan.

(ii)  Safeway Companies Pharmacy. At a few locations, you can have your Body Mass Index, blood pressure, fasting cholesterol, fasting glucose and tobacco usage measured at a Safeway Companies Pharmacy. However, most Safeway Companies Pharmacies will not measure fasting glucose and fasting cholesterol levels. If your Safeway Companies Pharmacy does not measure fasting glucose and fasting cholesterol levels, you can take these measurements at any Quest Diagnostics Patient Service Center. Call Healthy Measures at 1-866-888-1888 for information about the types of tests offered at your local Safeway Companies Pharmacy.

(iii)  Your doctor. You can have your doctor measure your Body Mass Index, blood pressure, fasting cholesterol, and fasting glucose. Your doctor must submit your measurements to MedExpert using the Physician Data Form (“Form HM7”) within ninety days of the date the tests are performed. In other words, your measurement results cannot be older than ninety days. Please note, if you want to receive the applicable Program contribution discounts effective January 1, 2010, your doctor must submit a completed Physician Data Form to MedExpert by December 31, 2009.

If you need to complete the nicotine test, go to a Safeway Companies Pharmacy or Quest Diagnostics Patient Service Center; your doctor cannot perform this test. Please note, you will be responsible for the usual costs associated with your doctor’s visit and for any lab tests ordered as part of that visit (e.g., any deductibles, co-payments).

A Physician Data Form is available at the Healthy Measures website at [healthymeasures.us].

Are fasting cholesterol and fasting glucose screenings required for all individuals?

In prior years, employees and/or their spouses or domestic partners could automatically receive the fasting cholesterol discount, without having their fasting cholesterol levels measured, if they completed an Employee Data Card and it revealed that they did not have certain risk factors. However, to receive Program contribution discounts in 2010 for meeting Healthy Measures standards relating to fasting cholesterol, you will need to have your fasting cholesterol levels measured. Your fasting cholesterol levels will be measured at the same time your fasting glucose levels are measured.

Please note, this year Safeway is adding a new measurement—the fasting glucose test—to detect diabetes. The fasting glucose test is a blood test that measures your blood glucose after you have not had anything to eat or drink for at least 9 hours (but not more than twelve hours) before the test. The results can identify whether you have or are at risk for diabetes.

You can have your fasting cholesterol and fasting glucose levels measured at an on-campus measurement facility, a Quest Diagnostics Patient Service Center, or at your doctor’s office. An on-campus nurse (if provided at your facility), a lab technician, or your doctor will prick your finger and extract a small amount of blood that will be tested for fasting cholesterol and fasting glucose levels. To take an accurate test, you will be required to not eat or drink anything (except water) for at least nine hours (but not more than twelve hours) before the test. It is recommended that you take the test in the morning.

If you and/or your spouse or domestic partner meet the Healthy Measures standards relating to both fasting cholesterol and fasting glucose, you will be eligible to receive certain Program contribution discounts.

If I and/or my spouse or domestic partner qualified for the tobacco-free incentive discount in 2009, will I and/or my spouse or domestic partner need to be re-tested for tobacco usage to qualify for the tobacco-free incentive discount in 2010?

No. If you and/or your spouse or domestic partner last tested tobacco-free, you will not have to re-test in order to receive the tobacco-free incentive discount in 2010. You will automatically receive this Program contribution discount. You and/or your spouse or domestic partner will only need to take the nicotine test if you and/or your spouse or domestic partner quit all nicotine use and want to take the test again, or if you and/or your spouse or domestic partner have never been tested.

Will my health information be protected?

The Plan is subject to the Health Information Portability and Accountability Act (HIPAA) privacy and security regulations. Accordingly, to the extent your health information is “protected health information” under HIPAA, that information cannot be used or disclosed except as provided under the HIPAA privacy and security regulations, and the terms of the Plan. Please see a copy of the Plan’s notice of privacy practices at http://home.safeway.com/hr/policies/body.htm from the Safeway intranet or at [www.myaisleone.com].

The information obtained in the measurement process, for example, will be confidentially and securely passed to MedExpert, an independent third party company that will collect and process the data to determine if you meet the requirements for a Program contribution discount. That information will then be confidentially and securely transferred to an independent third party company for payroll processing. In general, the Safeway Employee Service Center will have only the minimum necessary information it needs to fulfill your paycheck each week.