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77 | SOUND RETIREMENT



                       Â   Age 65 or older and have passed your 5     th  anniversary of
                          participation (without a permanent break in service), and are
                          still actively participating in the plan.

                       Your Regular Pension Amount

                       For pension benefits earned on or after July 1, 2014 and through
                       the date that there is a collective bargaining agreement or
                       special agreement in effect that has adopted a post-merger
                       Rehabilitation Plan schedule, your regular pension is a monthly
                       amount equal to 1.35% of the employer contributions credited to
                       you. This amount is then added to your Meat Plan accrued benefit
                       (unless your benefit was transferred to the Consolidated Plan as a
                       Kroger related participant) to arrive at your total accrued benefit
                       from the Sound Plan.  The total accrued benefit from the Sound
                       Plan is then adjusted for the form of payment you select using the
                       adjustment factors in the Sound Plan, but will not be less than the
                       benefit you earned through June 30, 2014 under the Meat Plan
                       using the Meat Plan’s adjustment factors.

                       EARLY RETIREMENT PENSION

                       Your early retirement pension will be the sum of what you earned
                       under the Meat Plan for benefits earned prior to July 1, 2014 and
                       what you earned in the Sound Plan on or after July 1, 2014.  This
                       section will cover the early retirement benefits earned prior
                       to July 1, 2014.  See Appendix E for a description of the early
                       retirement benefits for service before October 1, 2016.  See pages
                       18 - 25 for the current Sound Plan rules.

                       There are 2 different types of early retirement pensions applicable
                       to your Meat Plan benefits earned as of June 30, 2014.  Each is
                       based on your age and service. In general, an early retirement
                       pension benefit is based on the regular pension benefit you
                       would be eligible to receive at age 65, but reduced because your
                       benefit is expected to be paid for a longer period of time. The
                       exception is the Rule of 85 Pension, as described below.


                       Standard Reduced Meat Plan Pension
                       You are eligible for a Standard Reduced Meat Plan early
                       retirement pension payable from the Sound Plan if you are not
                       a Kroger related participant whose June 30, 2014 benefit was
                       transferred to the Consolidated Plan and:


                       Â   You are at least age 55, but not yet age 65,
                       Â   You have 5 or more years of credited service (without a
                          permanent break in service), including 1 or more years of
                          credited future service,

                       Â   You are not eligible for the Rule of 85 Pension that is
                          described in the next section.
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