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75 | SOUND RETIREMENT


                       APPENDIX D:

                       Meat Plan Participants Prior to
                       July 1, 2014


                       The Washington Meat Industry Pension Trust (“Meat Plan”)
                       merged into the Sound Plan effective July 1, 2014.  In addition,
                       effective as of July 1, 2014, there was a transfer of benefits earned
                       under the Meat Plan by employees of Kroger-related employers
                       to the UFCW Consolidated Pension Plan (“Consolidated Plan”).
                       If your benefit for service before July 1, 2014 was transferred
                       to the Consolidated Plan, this section does not apply to your
                       benefit for service before July 1, 2014 – see the Consolidated
                       Plan summary plan description for more information.

                       The Plan terms described in this booklet do not affect the
                       pension benefit you earned under the Meat Plan through June 30,
                       2014, even if this benefit was transferred to the Consolidated Plan.
                       Except as provided in this Appendix D, the Sound Plan provisions
                       in this booklet only apply to benefits earned on and after July 1,
                       2014.  Your June 30, 2014 pension benefit under the Meat Plan, as
                       adjusted using the Meat Plan’s actuarial factors, will always serve
                       as a minimum benefit under the Sound Plan or Consolidated Plan.
                       If you did not earn any years of credited future service on or
                       after July 1, 2014, your benefits will be determined only under
                       the terms of the Meat Plan before the merger.

                       For the rules on benefits under the Sound Plan on and after
                       October 1, 2016, refer to the Sound Plan rules from pages 1 to
                       60.

                       ELIGIBILITY AND PARTICIPATION
                       If you had an accrued benefit in the Meat Plan as of June 30, 2014
                       that was not lost due to a permanent break in service, you were
                       automatically a participant in the Sound Plan effective July 1,
                       2014, regardless of whether you work in Covered Employment on
                       or after that date.

                       SERVICE
                       Credited Service

                       Credited service earned under the Meat Plan prior to July 1,
                       2014 will be carried forward to the Sound Plan and be applied
                       towards your eligibility for benefits and vesting status in the
                       Sound Plan.  Starting October 1, 2014, you earn a year of credited
                       future service for each Plan Year ending prior to October 1, 2016
                       (October 1 through September 30) you complete 500 or more
                       hours of Covered Employment. You earn a year of credited future
                       service for each Plan Year beginning on or after October 1, 2016 in
                       which you complete 750 or more hours of Covered Employment.
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