TERMS AND CONDITIONS

Carrs & UNITED AIRLINES Milage Plus® PROGRAM

Exclusively for CarrsPlus/Safeway Club members – earn United Airlines Milage Plus® bonus miles every time you use your CarrsPlus/Safeway Club card at participating Carrs or Pavilions stores, starting March 15, 2001, through December 31, 2006.

Earn 125 bonus miles on your Milage Plus® account every time you spend $250.00 in eligible purchases through December 31, 2006 at participating stores. Restricted or excluded items will not be eligible toward spending accumulation totals. All dollar amounts are rounded down.

Sign Up at a Participating Carrs store:

Start with a CarrsPlus/Safeway Club application form, even if you are already a CarrsPlus/Safeway Club member. To be eligible, you must submit a fully completed and accurate application, even if you are already a CarrsPlus/Safeway Club member.

If you are a CarrsPlus/Safeway Club member and a United Milage Plus® member, enter your CarrsPlus/Safeway Club number in the "place card # here" space provided on the CarrsPlus/Safeway Club application form and also enter your Milage Plus® account number in the "UAL/Other" space provided on the application form. Complete the balance of the CarrsPlus/Safeway Club application, making sure your information is current, and turn it in to your local Carrs store.

If you are a CarrsPlus/Safeway Club member, but not currently a United Milage Plus® member, obtain a Milage Plus® Instant Enroll application at a participating Carrs store, at the United website (www.ual.com), or by calling 1-800-421-4655. Enter your CarrsPlus/Safeway Club number in the "place card # here" space provided on the CarrsPlus/Safeway Club application form and also enter the new Mileage Plus® account number in the "UAL/Other" space provided on the application form. Complete the balance of the CarrsPlus/Safeway Club application, making sure your information is current, and turn it in to your local Carrs store. You must mail the signed and completed Mileage Plus® Instant Enroll application directly to United Airlines Milage Plus® for processing.

If you are not a CarrsPlus/Safeway Club member, but are a United Milage Plus® member, complete a CarrsPlus/Safeway Club application, enter your CarrsPlus/Safeway Club number in the "place card # here" space provided on the application form, and also enter your Milage Plus® account number in the "UAL/Other" space provided on the application form. Turn in your completed CarrsPlus/Safeway Club application at your local Carrs store, making sure your information is current.

If you are neither a CarrsPlus/Safeway Club member nor a United Milage Plus® member, you will need to complete a CarrsPlus/Safeway Club application and a Milage Plus® Instant Enroll application. You may obtain a Milage Plus® Instant Enroll application at a participating Carrs store, at the United website (www.ual.com), or by calling 1-800-421-4655. Enter your CarrsPlus/Safeway Club number in the "place card # here" space provided on the CarrsPlus/Safeway Club application form and also enter the new Milage Plus® account number in the "UAL/Other" space provided on the application form. Turn in your completed CarrsPlus/Safeway Club application to your local Carrs store, making sure your information is current. You must mail the signed and completed Milage Plus® Instant Enroll application directly to United Airlines Milage Plus® for processing.

For this promotion, Milage Plus® bonus miles are accumulated on a per household basis (maximum of 10 people to a household). As a result, all Mileage Plus® bonus miles earned through this promotion will be credited to a single Milage Plus® account number designated in Carrs or Safeway Inc.’s records.

How to Qualify: Every time a CarrsPlus/Safeway Club member uses CarrsPlus/Safeway Club at a participating store, through December 31, 2006, the CarrsPlus/Safeway Club Club member’s household (see above) accumulates dollars toward earning Milage Plus® bonus miles. For every $250 spent on eligible purchases, the CarrsPlus/Safeway Club member household earns 125 Milage Plus® bonus miles. Excluded items are not eligible toward spending accumulation totals. Accumulations exclude purchases of Liquor, Tobacco, Fluid Milk Products, US Postage Stamps, Lottery Tickets, Gift Certificate Purchases, Money Orders, Panda Express, Dry Cleaning, CarrsPlus/Safeway Club Savings, Carrs Store Coupons, and Sales Tax.

Accumulated dollar amounts for eligible purchases will print on the CarrsPlus/Safeway Club member’s receipt tape. When the accumulated total reaches $250.00, the award message will indicate that 125 Milage Plus® bonus miles have been earned. From the date of application, CarrsPlus/Safeway Club members should allow at least ten (10) business days for their register receipt tapes to reflect dollars accumulated toward bonus mile awards. For each household applying for this promotion on or before May 1, 2001, dollars from eligible transactions will be accrued from March 15, 2001. For each household applying after May 1, 2001, dollars from eligible transactions will be accrued from the date of application for fully completed and accurate applications submitted in accordance with these rules. In no event will transactions occurring before March 15, 2002 count toward earning Milage Plus® bonus miles.

Milage Plus® bonus miles are earned in increments of 125 bonus miles with a spending level of $250.00 of eligible purchases. If a CarrsPlus/Safeway Club member’s eligible spending does not reach $250.00 during the promotional period, no bonus miles will be earned or awarded. All earned Milage Plus® bonus mile award totals will be transferred on a regular basis to United Airlines Milage Plus® by Carrs through December 31, 2003. All accumulated bonus miles will be officially reported to Mileage Plus® members by United Airlines Milage Plus®. Please allow 3-6 weeks for bonus miles to be posted by United Airlines Mileage Plus®. Store register receipt tapes may not fully reflect a member’s accumulated dollar amounts if a household member shops in multiple participating Safeway Inc. Divisions. All inquiries about Milage Plus® accounts and actual account balances should be directed to the Milage Plus® Service Center at 1-800-421-4655 or the United website at www.ual.com.

All Mileage Plus® bonus miles earned and awards issued, and the use of either, are in accordance with the terms and conditions of the United Airlines Milage Plus® program. Not valid with any other offers. United Airlines, its subsidiaries, affiliates and agents are not responsible for any food or drug products associated with this offer. Carrs and its parents and affiliates are not responsible for any airline travel, or for lost, late, damaged, delayed, destroyed, misdirected, incomplete, illegible or postage due applications or mail, or CarrsPlus/Safeway Club members scanned incorrectly, or scanner/computer failures or malfunctions of any kind, or human or technical errors or failures in the accumulation of dollars or bonus miles, or in the transmission or receipt of applications.

Carrs and its parents and affiliates reserve the right, at their sole discretion, to cancel this promotion if it becomes technically corrupted such that it cannot be conducted as originally planned, and to alter or change the excluded items at any time and without individual notice to members. Carrs also reserves the right to verify the eligibility of purchases and the household status of purchasers (such that accumulations may be limited to members of a group of individuals who are living as one economic unit and sharing living expenses). Carrs and United Airlines Milage Plus® each reserve the right to terminate or suspend accumulations or membership due to fraud or misuse.

Any unspecified expenses related to acceptance/use of Milage Plus® bonus miles are solely the member’s responsibility.

Offer valid only at participating Carrs &Pavilions stores from March 15, 2001 through December 31, 2006.

Available in the U.S. only.