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Stock Option Plan for Consultants [Amendment No. 1] - Safeway Inc.

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                               FIRST AMENDMENT TO
                             STOCK OPTION PLAN FOR
                                 CONSULTANTS OF
                                  SAFEWAY INC.


                Safeway Inc., a Delaware corporation, hereby adopts this First
Amendment to the Stock Option Plan for Consultants of Safeway Inc. (the
"Plan").

                1.  The Plan shall be amended to add Section 1.1 which shall
                    read in its entirety as follows:

                Section 1.1 - Award Limit

                        "Award Limit" shall mean 400,000 shares of Common Stock
                or, as the context may require, Options to acquire more than
                400,000 shares of Common Stock.

                2.  Section 2.1 of the Plan shall be amended to read in its
                    entirety as follows:

                Section 2.1 - Shares Subject to Plan

                                The shares of stock subject to Options shall be
                shares of the Company's Common Stock.  The aggregate number of
                such shares which may be issued upon exercise of Options shall
                not exceed 1,000,000.  No individual shall receive Options for
                more than the Award Limit during any calendar year.  To the
                extent required by Section 162(m) of the Code, Options which
                are canceled continue to be counted against the Award Limit and
                if, after grant of an Option, the price of shares subject to
                such Option is reduced, the transaction is treated as a
                cancellation of the Option and a grant of a new Option and
                both the Option deemed to be canceled and the Option deemed to
                be granted are counted against the Award Limit.

                3.  Section 2.3 of the Plan shall be amended to read in its
                    entirety as follows:

                Section 2.3 - Changes in Common Stock

                                In the event that the outstanding shares of
               Common Stock of the Company are hereafter changed into or
               exchanged for a different number or kind of shares or other
               securities of the Company, or of another corporation, by reason
               of reorganization, merger, consolidation, recapitalization,
               reclassification, stock split-up, stock dividend, combination
               of shares or otherwise, appropriate adjustments shall be made by
               the Committee in the number and kind of shares for the purchase
               of which Options may be granted, including adjustments of the
               limitations in Section 2.1 on the maximum number and kind of
               shares which may be issued on exercise of Options and of the
               Award Limit set forth in Section 1.1..

<PAGE>   2

                4.  Section 3.2(a)(ii) of the Plan shall be amended to read in
                    its entirety as follows:

                                (ii)  Subject to the Award Limit, determine the
                number of shares to be subject to such Options granted to such
                selected Consultants; and

                5.  Section 6.2 of the Plan shall be amended to read in its
                    entirety as follows:

                Section 6.2 - Duties and Powers of Committee

                                It shall be the duty of the Committee to
                conduct the general administration of the Plan in accordance
                with its provisions.  The Committee shall have the power to
                interpret the Plan and the Stock Option Agreements and to
                adopt such rules for the administration, interpretation and
                application of the Plan and the Stock Option Agreements as
                are consistent therewith and to interpret, amend or revoke any
                such rules.  In its absolute discretion, the Board may at any
                time and from time to time exercise any and all rights and
                duties of the Committee under the Plan except with respect to
                matters which under Section 162(m) are required to be
                determined in the absolute discretion of the Committee.

                6.  Section 7.2 of the Plan shall be amended to read in its
                    entirety as follows:

                Section 7.2 - Amendment, Suspension or Termination of the Plan

                                The Plan may be wholly or partially amended or
                otherwise modified, suspended or terminated at any time or from
                time to time by the Board.  However, to the extent required by
                the Code, no action of the Board may, except as provided in
                Section 2.3, modify the Award Limit, modify the eligibility
                requirements of Section 3.1 and 6.1, reduce the minimum Option
                price requirements of Section 4.2 or otherwise amend the Plan
                in a manner requiring stockholder approval as a matter of
                Section 162(m) of the Code or other applicable law, regulation
                or rule without approval of the Company's shareholders given
                within 12 months before or after the action by the Board.
                Neither the amendment, suspension nor termination of the Plan
                shall, without the consent of the holder of the Option, impair
                any rights or obligations under any Option theretofore granted.
                No Option may be granted during any period of suspension nor
                after termination of the Plan, and in no event may any Option be
                granted under this Plan after the expiration of ten years from
                the date the Plan is adopted by the Board.

                7.  The Plan shall be amended to add Section 7.5 which shall
                    read in its entirety as follows:

                Section 7.5 - Approval of Plan by Stockholders.

                                This Plan shall be submitted for the approval
                of the Company's stockholders.

                                   *  *  *  *
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                I hereby certify that the foregoing amendment to the Plan was
duly adopted by the Board of Directors of Safeway Inc. as of _____________,
1994.

                Executed on this ____ day of ___________, 1994.



                                              ______________________________
                                              Secretary