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SOUND RETIREMENT | 88



                As a former           Your regular pension earned under the Sound Plan is
                participant in the    based on the benefit you earn between July 1, 2014
                Meat Plan, how is     and the date you retire or are no longer covered under
                my regular pension    the Sound Plan.
                determined?
                                      At retirement, your total pension benefit payable
                                      from the Sound Plan will be your Meat Plan benefit
                                      earned through June 30, 2014 (excluding any benefits
                                      transferred to the Consolidated Plan as a Kroger
                                      related participant), plus your Sound Plan benefit
                                      earned on and after July 1, 2014. Because the formula
                                      that applies to you is equivalent to the Meat Plan
                                      formula prior to the merger, the only difference in how
                                      your regular pension is determined is the adjustment
                                      factors used when you select a form of payment.

                If I satisfy the rule of   If you are eligible and retire before age 55 under the
                85 and retire before   Meat Plan Rule of 85, you can begin receiving your
                age 55, am I eligible   benefit earned under the Meat Plan through June
                to receive my         30, 2010 right away as long as you have not had a
                pension benefits right  break in service before your retirement date. Once
                away?                 you attain age 55, you can begin receiving pension
                                      benefits earned under the Meat Plan on or after July 1,
                                      2010, if any, as well as any benefits earned under the
                                      Sound Plan on or after July 1, 2014. These benefits will
                                      be adjusted by the Early Retirement Pension factors
                                      described beginning on page 77 and beginning on
                                      page 18 (respectively).
                How do the vesting    The hours threshold for earning a year of service
                and service crediting  credit is higher under the Sound Plan than it was
                rules differ?         under the Meat Plan. Under the Sound Plan you
                                      must now work 750 or more hours to earn a credit
                                      as opposed to the 360 or more while you were
                                      covered under the Meat Plan.  There are special rules
                                      that apply to the period October 1, 2013 through
                                      September 30, 2014 and July 1, 2014 through June
                                      30, 2015.  To avoid a break in service year, you need
                                      to earn more than 500 hours under the Sound Plan
                                      (versus 360 hours under Meat Plan). See page 11 for
                                      more details.

                If I am a Kroger      Only the benefits you earn in the Sound Plan on or
                related participant   after July 1, 2014 will be paid from the Sound Plan.
                whose Meat            Your transferred Meat Plan benefit will be paid from
                Plan benefit was      the Consolidated Plan.  Note, your Meat Plan service
                transferred to the    will continue to apply toward your eligibility for
                Consolidated Plan,    benefit earned after June 30, 2014 that are payable
                how will my benefits   from this plan. (Contact the Administrative Office
                be paid?              at (206) 282-4500 or (800) 225-7620 for more
                                      information.)
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