Trustees Holding Safeway Shares Urged to Vote NO

To Reelect Steven A. Burd, William Y. Tauscher and Robert I. MacDonnell


Statement by Robert A.G. Monks

May 12, 2004

All trustees - pension plans, mutual funds, bank trusts - must exercise their fiduciary responsibility as a shareholder of Safeway by voting NO to reelect Steven Burd, William Tauscher and Robert MacDonnell. I suggest that a fiduciary would not be acting responsibly if they fail to take advantage of this unique opportunity to protest a value-destroying management.

We accept that under the current rules NO votes may not prevent the reelection of Steven Burd, William Tauscher and Robert MacDonnell. A NO vote, nonetheless, has great value to the beneficiaries of trusts holding Safeway stock. It sends a message to the board that the company owners are alert and watchful. It sends the message that the ownership can change the board. It holds directors accountable.

When one considers the history of this board and the various opportunities for value enhancement which seem certain to present themselves, a prudent shareholder will want to monitor this board. A substantial NO vote will make clear that Safeway shareholders insist that Safeway be managed for their interest and not for the benefit of an entrenched executive.

Trustees should consider very seriously the consequences of failing to vote against a management that has been alleged to have consistently acted without regard to shareholder interests and wasted valuable corporate assets.