STIPULATION AND [PROPOSED] ORDER VACATING DATES, WITHDRAWING PRELIMINARY INJUNCTION MOTION, AND STAYING ACTION

JEFFREY S. WHITE, District Judge.

Plaintiff Steamfitters Local 449 Pension Fund ("Plaintiff") and defendants Safeway Inc. ("Safeway"), Robert L. Edwards, T. Gary Rogers, William Y. Tauscher, Mohan Gyani, Arun Sarin, Janet E. Grove, Frank C. Herringer, Kenneth W. Oder, George J. Morrow, AB Acquisition LLC, Albertson's Holdings LLC, Albertson's LLC, Saturn Acquisition Merger Sub, Inc., and Cerberus Capital Management L.P. (collectively, "Defendants"), through their respective counsel, hereby stipulate as follows:

WHEREAS, Plaintiff filed and served its Amended Class Action Complaint Based Upon Violations of Federal Securities Laws, Self-Dealing, and for Breach of Fiduciary Duty (the "Amended Complaint") on May 15, 2014 (Document No. 30);

WHEREAS, pursuant to the Stipulation and Order for Additional Time to Answer or Otherwise Respond to the Amended Complaint (Document No. 47), the deadline for Defendants to answer, move to dismiss, or otherwise respond to the Amended Complaint is July 28, 2014;

WHEREAS, Plaintiff's Notice of Motion and Motion for Preliminary Injunction (the "PI Motion") was filed on June 6, 2014 (Document No. 39) seeking to enjoin Defendants from holding a shareholder vote on the proposed acquisition of Safeway by Albertsons;

WHEREAS, Defendants filed their oppositions to the PI Motion on June 20, 2014 (Document Nos. 41, 44, 45);

WHEREAS, on June 24, 2014, the Court entered its Order to Show Cause Regarding Colorado River Doctrine (the "Order") (Document No. 48) requiring the parties to this action to state "in writing why this action should not be stayed or dismissed under the Colorado River doctrine" (Order at 2-3);

WHEREAS, also pursuant to the Order, the hearing on Plaintiff's PI Motion is currently scheduled for July 25, 2014;

WHEREAS there is an action currently pending before the Delaware Court of Chancery entitled In re Safeway Inc. Stockholders Litigation, Consolidated C.A. No. 9445-VCL (the "Delaware Action");

WHEREAS, the parties to the Delaware Action have reached an agreement in principle to resolve the Delaware Action and signed a Memorandum of Understanding on June 13, 2014 (the "Delaware Settlement");

WHEREAS, Plaintiff has reviewed the terms of the Delaware Settlement and agrees that the results obtained are beneficial to the proposed class of Safeway shareholders;

WHEREAS, Plaintiff has reached an agreement with the plaintiffs in Delaware whereby Plaintiff will participate in the Delaware Settlement and submit the question of the fees to which they may be entitled to the exclusive jurisdiction of the Delaware Chancery Court, under the Stipulation of Settlement submitted therein, and whereby this action will be stayed pending the entry of an order granting final approval of the Delaware Settlement;

WHEREAS, in light of this agreement, Plaintiff is withdrawing its PI Motion, and the parties agree that all briefing and hearing dates and deadlines currently pending in this action should be vacated and this action should be stayed in its entirety pending final resolution of the Delaware Action; and

WHEREAS, the parties agree that should the Court decide not to enter an order consistent with this stipulation, each party will not assert that the other has failed to timely file to the extent each party is acting in reliance on this stipulation.

NOW THEREFORE, IT IS HEREBY STIPULATED AND AGREED, by and between the undersigned counsel, subject to approval of the Court, as follows:

1. All briefing deadlines and/or hearing dates set by the Court and currently pending in this action are vacated;

2. Plaintiff's PI Motion is withdrawn;

3. This action is stayed in its entirety pending final resolution of the Delaware Action; and

4. The parties will promptly notify the Court of the resolution of the Delaware Action.

IT IS SO STIPULATED.

ORDER

The above Stipulation having been considered, and good cause appearing therefore, The Clerk may terminate the motion filed at Docket No. 39.

IT IS SO ORDERED.