EXHIBIT 10.7


 


THE KROGER CO.


2006


LONG-TERM BONUS PLAN


 


1.  PURPOSE OF
THE LONG-TERM BONUS PLAN.  The purpose of
the Long-Term Bonus Plan is to reward participating Kroger executive employees
for improved Company long-term performance.


 


2. 
ELIGIBILITY.  Awards under this
plan may be made only to employees who are executives of The Kroger Co. and its
subsidiaries and affiliates at pay level 35 or higher and who are notified in
writing by the Compensation Committee of their participation in the Plan.


 


3.  ADMINISTRATION.  The Compensation Committee of the Board of
Directors will administer the Plan.  The
Committee will construe and interpret the Plan. 
The Committee has full authority and discretion to determine the timing
of awards, to select from those eligible the individuals that will participate
in the Plan, and to establish such other measures as may be necessary or
appropriate to the objectives of the Plan. 
All decisions regarding the vesting of awards under the Plan will be
made by the Committee.  The Committee’s
decisions will be final and binding on all parties, including the Company and
all participants.


 


4.  AWARD
CYCLE.  The 2006 Plan will be composed of
two parts.  The first part of the Plan
(the “Phase-In Period”) will include fiscal years 2006 and 2007.  The second part of the Plan (the “Term Period”)
will include fiscal years 2006, 2007, 2008 and 2009.  The last day of fiscal 2007 will be the end
of the award cycle for the Phase-In Period and the last day of fiscal 2009 will
be the end of the award cycle for the Term Period (each referred to as an “Award
Cycle”).  It is contemplated that a new
plan will be adopted every two years, with each plan commencing after the 2006
Plan covering four years.


 


5.  LONG-TERM
BONUS.  Each participant is eligible to
earn a long-term bonus based on actual Company performance measured against the
performance standards described below.


 


6.  COMPANY
PERFORMANCE STANDARDS. Company performance will be measured in two ways:  (i) improvement in Customer 1st Tracker scores,
and (ii) reductions in Total Operating Costs (excluding fuel) as a
percentage of sales.


 


(a)     Customer 1st Tracker: 
Customer 1st Tracker is a measure of Company performance in
four key areas (People, Shopping Experience, Product and Price) based on results
of customer surveys.  The Customer 1st Tracker
methodology to be used under this Plan is the one currently in use by the
Company, subject to such modifications as the Committee may approve from time
to time.  The average results for
quarters 3 and 4 of 2004 will be the base against which performance under the
Plan will be measured.


 


(b)     Total Operating Costs:  Total
operating costs, for purposes of the Plan, will be calculated by adding
OG&A, depreciation, rent, warehouse and transportation costs, shrink and
advertising expenses.  The total
operating costs, as a percentage of sales, for fiscal year 2005 will be the
base against which performance under the Plan will be measured.


 


7.  DETERMINING
AWARD PAYOUTS.  Long-Term Bonus awards
under the Plan will be calculated for both the Phase-In Period and the Term
Period.  For the Phase-In Period,
Customer 1st Tracker scores and Total Operating Costs will
be determined as of the end of fiscal year 2007.  For the Term Period, Customer 1st Tracker scores
and Total Operating Costs will be determined as of the end of fiscal year
2009.  Provided that improvement is
achieved in each of the four key areas, for each one point improvement in the
Customer 1st Tracker score, a bonus amount equal to one
percent of the participant’s base salary as of January 28, 2006, will be
earned.  For each basis point reduction
in Total Operating Costs, an additional bonus amount equal to one-quarter of
one percent of the participant’s base salary as of January 28, 2006, will
be earned.


 


8.  PAYMENT OF
AWARDS.  Awards, if any, earned under the
terms of the Plan will be paid in cash. 
Unless some other date is selected by the Committee, awards for the
Phase-In Period will be paid in March of 2008, and awards for the Term
Period will be paid in March of 2010. 
Amounts earned under the Plan will not be taken into consideration in
calculating earnings under any of the Company’s pension plans.


 


9. 
ADJUSTMENTS.  The Committee will
make such adjustments as it deems necessary or desirable based on changes in
accounting or tax law, or on account of any acquisition, disposition or other
developments that may affect the calculation of awards under the Plan.


 


1

















 


10. TERMINATION OF EMPLOYMENT, RETIREMENT, OR DEATH OF
PARTICIPANT.


 


(a)  Participation
in the Plan does not create a contract of employment, or grant any employee the
right to be retained in the service of the Company. Any participant whose
employment is terminated by the Company for cause, including but not limited to
violations of The Kroger Co. Policy on Business Ethics; who voluntarily
terminates his or her employment (other than in accordance with paragraph (b) below);
or whose pay level drops below pay level 35, prior to the end of an Award Cycle,
will forfeit all rights to payment under the Plan for that Award Cycle.


 


(b)  If a
participant voluntarily terminates his or her employment after reaching age 55
with at least five years of service with the Company, participation will
continue to the end of the Award Cycle, and that participant will be paid a
prorata share of the amount earned according to the terms of the award
proportionate to the period of active service during the Award Cycle.


 


(c) If a participant
dies during an Award Cycle, participation will continue to the end of the Award
Cycle, and the participant’s designated beneficiary (or if none, then the
participant’s estate) will be paid a prorata share of the amount earned
according to the terms of the award proportionate to the period of service
during the Award Cycle before the participant’s death.


 


11. EFFECTIVE DATE OF PLAN. This plan will take effect
on January 29, 2006.


 


12. AMENDMENT, SUSPENSION, OR TERMINATION OF PLAN. The
Committee or the Board of Directors of the Company may at any time suspend,
terminate or amend the plan in such respects as it deems to be in the best
interests of the Company. No amendment will adversely affect any right of any
participants, or their successors in interest, under the terms of any award
made hereunder before the effective date of the amendment.


 


2

















 


DEFERRED COMPENSATION SUPPLEMENT
TO


THE KROGER CO. 2006 LONG-TERM
BONUS PLAN


 


Effective as of June 28, 2007


 


1.             Establishment
and Purpose of this Deferred Compensation Supplement


 


Effective as of June 28,
2007, The Kroger Co. (the “Company”) adopts this Deferred Compensation
Supplement (the “Supplement”) to The Kroger Co. 2006 Long-Term Bonus Plan (the “Plan”).
The purpose of the Supplement is to provide supplemental deferred compensation
to certain highly compensated employees of the Company. The Supplement is
intended to be unfunded and maintained primarily for the purpose of providing
deferred compensation to a select group of management or highly compensated
employees, within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of
the Employee Retirement Income Security Act of 1974 (“ERISA”). The Supplement
is also intended to comply with the requirements of Section 409A of the
Internal Revenue Code (the “Code”).


 


2.             Definitions


 


As used in the
Supplement, in addition to the terms defined in Section 1 of the
Supplement, these words and phrases have the following meanings (all other
capitalized terms in the Supplement have the meanings ascribed to them in the
Plan, unless the context requires otherwise):


 


(a)       “Account” means a bookkeeping account established on
the records of the Company for a Participant which is credited with amounts
deferred by a Participant and interest on those amounts under Section 4 of
the Supplement.


 


(b)      “Affiliate” means an organization which is (i) a
member of the same controlled group of corporations (as defined in Code Section 414(b))
as the Company, (ii) a trade or business under common control (as defined
in Code Section 414(c)) with the Company, (iii) an organization which
is a member of an affiliated service group (as defined in Code Section 414(m))
which includes the Company, or (iv) otherwise required to be aggregated
with the Company under Code Section 414(o).


 


(c)       “Board” means the Board of Directors of the Company.


 


(d)      “Committee” means the Retirement Management Committee
of the Company.


 


(e)       “Company” means The Kroger Co., an Ohio corporation,
or any successor.


 


(f)       “Compensation Committee” means the Compensation Committee
of the Board.


 


(g)      “Designated Beneficiary” means the persons or entities
designated by the Participant, in a form and manner acceptable to the
Committee, to receive payment of the remaining balance of the Participant’s
Account in the event the Participant dies before receiving the entire interest
credited to his Account.


 


(h)      “Election” means an election by an Eligible Employee,
consistent with the terms of the Supplement and in a form and manner
satisfactory to the Committee, to elect to defer a Long-Term Bonus for a
Performance Period and to specify a time and form of payment for the portion of
the Participant’s Account attributable to such deferred amounts.


 


(i)        “Eligible Employee” means any individual who has been
designated as eligible to participate in the Plan.


 


(j)        “Insolvency” means an entity is unable to pay its
debts as they become due, or is subject to a pending proceeding as a debtor
under the United States Bankruptcy Code.


 


(k)       “Long-Term Bonus” means a bonus payable to an Eligible
Employee under the Plan.


 


(l)        “Participant” means an Eligible Employee who has
elected to defer a Long-Term Bonus payable under the Plan in accordance with Section 3
of the Supplement.


 


(m)      “Performance-Based Compensation” means compensation
where the amount of, or entitlement to, the compensation is contingent on the
satisfaction of pre-established organizational or individual performance
criteria relating to a Performance Period in which a Participant performs
services. In determining whether an amount constitutes Performance-Based
Compensation, the Committee shall apply the rules set forth in Treasury
Regulation Section 1.409A-1(e), or any subsequent guidance.


 


(n)      “Performance Period” means a period of at least twelve
(12) months in which Performance-Based Compensation is determined for the
performance of services. For purposes of the Supplement, the Committee had
determined that the Phase-In Period and the Term Period each are a performance
period.


 


3

















 


(o)      “Plan Year” means the fiscal year of the Company.


 


(p)      “Sub-Account” means the portion of a Participant’s
Account which is attributable to the deferral of a Participant’s Long-Term
Bonus for a particular Performance Period, along with interest credited with respect
to such deferred Long-Term Bonus.


 


(q)      “Unforeseeable Emergency” means a severe financial
hardship to the Participant resulting from an illness or accident of the
Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of
the Code) of the Participant, loss of the Participant’s property due to
casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant. An
Unforeseeable Emergency will not include the need to send a Participant’s child
to college or the desire to purchase a home.


 


3.             Deferral
Election.


 


(a)       Election to Defer Long-Term Bonus. A Participant may file an Election to
defer receipt of all or any portion of the Participant’s Long-Term Bonus that
becomes payable under the Plan for each Performance Period. A Participant’s
Election to defer receipt of a Long-Term Bonus must be made no later than six
months prior to the end of the applicable Performance Period, and is
irrevocable once made, and must designate the time and manner in which such
deferred Long-Term Bonus, and interest on such deferred amount, is to be later
paid in accordance with the distribution options set forth in Section 5.


 


(b)      Designated Beneficiary. A Participant shall, in his Election, name a
Designated Beneficiary with respect to amounts credited to his Sub-Account. The
Participant need not specify the same Beneficiary for each Sub-Account. The
Participant may change or revoke his designation of a Designated Beneficiary for
one or more Sub-Accounts by written notice to the Committee or the Committee’s
designee.


 


(c)       Termination of Participation. An individual shall cease to be a
Participant in this Supplement when all amounts allocated to the Participant’s
Account have been paid under the terms of this Supplement.


 


4.             Benefits.


 


(a)       Crediting of Deferred Amounts. As of the date a Long-Term Bonus would
otherwise be payable to a Participant under Section 8 of the Plan, a
Participant’s Sub-Account shall be credited with an amount equal to the portion
of the Long-Term Bonus deferred under this Supplement pursuant to the
Participant’s Election for the Performance Period in question.


 


(b)      Crediting of Interest. A Participant’s Sub-Account for each
Performance Period shall be credited with interest based upon the interest rate
established for the Plan Year by the Board, or by the Compensation Committee,
before the beginning of each Plan Year. Once established by the Board or the
Compensation Committee, such interest rate shall apply for subsequent Plan
Years, unless changed by the Board or the Compensation Committee. For each Plan
Year, a Participant’s Sub-Account shall be credited with interest on a
quarterly basis pursuant to the following provisions:


 


(i)            The interest for a calendar quarter shall
be credited effective as of the last day of the calendar quarter.


 


(ii)           The interest for a calendar quarter shall
be in an amount equal to (A) 1⁄4 of the applicable interest rate for the
Plan Year, multiplied by (B) the average of the beginning and ending
balances of the Participant’s Sub-Account for the calendar quarter.


 


(c)       Effect upon the Kroger Consolidated Retirement Benefit Plan. Amounts deferred under the Supplement
are not taken into account in computing the monthly benefits to which a
Participant and/or Participant’s spouse or beneficiary is entitled under the
Kroger Consolidated Retirement Benefit Plan.


 


5.             Time
and Form of Distribution.


 


(a)       Distribution following Termination of
Employment. A
Participant, in the Participant’s Election for a Performance Period, shall
specify the time and manner that the Participant’s Sub-Account attributable to
the Performance Period is to be paid to the Participant upon the Participant’s
termination of employment with the Company (for any reason other than death)
from among the following choices:


 


4

















 


(i)            Immediate Lump Sum. The Sub-Account shall be paid to the
Participant in a single cash lump sum payment as soon as administratively
possible after the first day of the calendar quarter that occurs six months
after the Participant’s termination of employment. The amount of the lump sum
payment shall be equal to the balance of the Sub-Account as of the last day of
the calendar quarter preceding the date of payment to the Participant.


 


(ii)           Deferred (Next Year) Lump Sum. The Sub-Account shall be paid to the
Participant in a single cash lump sum payment as soon as administratively
possible after the later of (A) six months after the Participant’s
termination of employment or (B) the first day of the calendar year
following the date of the Participant’s termination of employment. The amount
of the lump sum payment shall be equal to the balance of the Sub-Account as of
the last day of the calendar quarter preceding the date of payment to the
Participant.


 


In the event that
the Participant dies before the date of actual payment of the lump sum payment,
the Participant’s Designated Beneficiary shall receive the Participant’s lump
sum payment at the same time and manner prescribed by subsection (i) or
(ii), as applicable.


 


(iii)          Immediate Quarterly Installments. The Sub-Account shall be paid to the
Participant in quarterly installment payments (not less than 4 nor more than
40) commencing as soon as administratively possible after the first day of the
calendar quarter that occurs six months after the Participant’s termination of
employment. The amount of each quarterly installment shall be determined by
dividing (A) the balance of the Sub-Account as of the last day of the
calendar quarter preceding the quarterly installment payment to the
Participant, by (B) the number of the remaining quarterly installment
payments to be made to the Participant plus the payment currently being made.


 


(iv)          Deferred (Retirement Age) Quarterly
Installments. The
Sub-Account shall be paid to the Participant in quarterly installment payments
(not less than 4 nor more than 40) commencing as soon as administratively
possible after the first day of the calendar quarter that occurs six months after
the later of (A) the Participant’s termination of employment or (B) the
date of the Participant’s retirement age specified in the Participant’s
Election. The amount of each quarterly installment shall be determined by
dividing (A) the balance of the Sub-Account as of the last day of the
calendar quarter preceding the quarterly installment payment to the
Participant, by (B) the number of the remaining quarterly installment
payments to be made to the Participant plus the payment currently being made.


 


In the event that
the Participant dies before commencement of the Participant’s quarterly
installment payments, or the Participant dies after commencement of the
Participant’s quarterly installment payments, the Participant’s Designated
Beneficiary shall receive the Participant’s quarterly installment payments, at
the election of the Participant in the Participant’s Election, either (A) at
the same time and manner prescribed by subsections (iii) or (iv), as
applicable, as if the quarterly installment payments were being made to the
Participant or (B) in a single lump sum payment as soon as
administratively possible after the first day of the calendar quarter following
the date of the Participant’s death in an amount equal to the balance of the
Sub-Account as of the last day of the calendar year preceding the date of
payment to the Designated Beneficiary.


 


(b)      Distribution upon the Death of a
Participant. A
Participant, in the Participant’s Election, shall specify the time and manner
that a Sub-Account is to be paid to the Participant’s Designated Beneficiary
upon the Participant’s death.


 


(i)            Time and Manner of Payment. The Participant may elect one of the
following time and manner of payments with respect to payments to the
Participant’s Designated Beneficiary:


 


(A)          Immediate (Next Quarter) Lump Sum. The Sub-Account shall be paid to the
Participant’s Designated Beneficiary in a single cash lump sum payment as soon
as administratively possible after the first day of the calendar quarter
following the date of the Participant’s death. The amount of the lump sum
payment shall be equal to the balance of the Sub-Account as of the last day of
the calendar quarter preceding the date of payment to the Designated
Beneficiary.


 


(B)           Deferred (Next Year) Lump Sum. The Sub-Account shall be paid to the
Participant’s Designated Beneficiary in a single cash lump sum as soon as
administratively possible after the first day of the calendar year following
the date of the Participant’s death. The amount of the lump sum payment shall
be equal to the balance of the Sub-Account as of the last day of the calendar
year preceding the date of payment to the Designated Beneficiary.


 


(C)           Immediate (Next Quarter) Quarterly
Installments. The
Sub-Account shall be paid to the Participant’s Designated Beneficiary in
quarterly installment payments (not less than 4 nor more than 40) commencing as
soon as administratively possible after the first day of the calendar quarter
following the date of the Participant’s death. The amount of each quarterly
installment shall be determine by dividing (1) the balance of the
Sub-Account as of the last day of the calendar quarter preceding the quarterly
installment payment to the Designated Beneficiary, by (2) the number of
the remaining quarterly installment payments to be made to the Designated
Beneficiary plus the payment currently being made.


 


5

















 


(ii)           Special Death Distribution Provisions. In the event of the death of the
Participant, the Committee must receive written notice and verification of the
death of the Participant and reserves the right to delay distribution of a
Participant’s Account to the Participant’s Designated Beneficiary until the
Committee’s receipt and acceptance of such notice and verification.


 


The distribution
options elected by the Participant in Sections 5(a) and (b) shall
apply to and be binding upon any subsequent Designated Beneficiary, including
any such subsequent Designated Beneficiary arising by a change by the
Participant or by operation of any contingency provisions of the Participant’s
beneficiary designation.


 


The Participant’s
written designation of a Designated Beneficiary and its contingency provisions
(if any) shall govern the determination of the proper person entitled to
benefits under the Plan following the death of the Participant and the
Participant’s Designated Beneficiary. However, in the absence of a specific
contingency provision therefore with respect to any Sub-Account, the following
default provisions shall apply:


 


(A)          In the event that the Participant dies
without any Designated Beneficiary, the Participant’s Designated Beneficiary
shall be deemed the Participant’s estate.


 


(B)           In the event that the Participant’s
Designated Beneficiary dies after the Participant and with outstanding benefits
under the Plan, such Designated Beneficiary’s own beneficiary designated in
writing to the Committee (or, if none, the Designated Beneficiary’s estate)
shall thereafter be considered the Participant’s Designated Beneficiary.


 


(C)           In the event that the Participant and the
Designated Beneficiary die simultaneously or under circumstances such that the
order of death cannot be determined, the Participant, for purposes of the Plan,
shall be deemed to have survived the Designated Beneficiary.


 


(c)       Changes to Distribution Elections. The Committee may, in its discretion, allow a
Participant to elect to defer the time of payment or change the form of payment
of one or more of the Participant’s Sub-Accounts; provided, however, that no
such election shall be effective unless:


 


(i)            The election will not take effect until
at least twelve (12) months after the date on which the election is made,


 


(ii)           Except in the case of a payment as the
result of the Participant’s death or the occurrence of an Unforeseeable
Emergency, the first payment with respect to such election is deferred for not
less than five years from the date on which such payment would otherwise have
been made, and


 


(iii)          Any election which is related to a
payment at a specified time or pursuant to a fixed schedule may not be made
less than twelve months prior to the date of the first scheduled payment under
that election.


 


(d)      Unforeseeable Emergency. If a Participant has an Unforeseeable Emergency, the
Participant may apply in writing to the Committee for an emergency payment
under this Section 5(d). The Company will pay to the Participant that
portion of the Participant’s Account under the Plan as necessary to meet the
Unforeseeable Emergency. For purposes of this Section 5(d), a payment due
to an Unforeseeable Emergency will not exceed the amount that the Committee
determines is reasonably necessary to satisfy the need created by the
Unforeseeable Emergency, plus amounts reasonably necessary to pay taxes
reasonably anticipated as the result of the payment, after taking into account
the extent to which such need is or may be relieved through reimbursement or
compensation by insurance or otherwise, or by liquidation of the Participant’s
assets (to the extent that such liquidation would not itself cause severe
financial hardship). Upon application for a payment due to Unforeseeable
Emergency, the Participant will furnish to the Committee all information as the
Participant deems appropriate and as the Committee deems necessary and
appropriate to make a determination on the application.


 


(e)       Tax Withholding. The Company may withhold income or
other taxes from any distribution of a Participant’s Account if the Company
determines that withholding is necessary or appropriate to comply with any
Federal, State or local tax withholding or similar requirements of law.


 


(f)       Payments to Legal Incompetents. Upon proof satisfactory to the
Committee that any person entitled to receive a payment under the Supplement is
legally incompetent to receive the payment, the Committee may direct the
payment to be made to a guardian or conservator of the estate of the person.
Any payment made under the preceding sentence will release the Company from all
further liability to the extent of the payment made.


 


(g)      Discharge of Obligation. Any payment made by the Company
pursuant to the Supplement shall, to the extent of the payments made,
constitute a complete discharge of all obligations under the Supplement of the
Company and the Committee The Committee may require the payee, as a condition
precedent to any payment, to execute a receipt and release in a form
satisfactory to the Committee. The Committee may also require the payee, as a
condition precedent to any payment, to execute an acknowledgement or agreement
in a form satisfactory to the Committee concerning repayment of erroneous or
duplicate benefits.


 


6

















 


(h)      Correction of Mistakes. Any mistake in the amount of a
Participant’s benefits under the Supplement may be corrected by the Committee
when the mistake is discovered. The mistake may be corrected in any reasonable
manner authorized by the Committee. In appropriate circumstances (such as where
the mistake is not material or is not timely discovered), the Committee may in
its sole and absolute discretion waive the making of any correction.


 


6.             Fully Vested; Forfeiture for
Cause.


 


All
amounts credited to the Participant’s Account shall be fully vested and
nonforfeitable at all times. Notwithstanding the foregoing, any Participant,
regardless of age, who is terminated for theft or embezzlement of Company
assets, or for accepting bribes from suppliers, or who resigns during the
pendency or carrying out of an investigation which established such conduct,
shall forfeit 100% of the interest credited to his Account.


 


7.             Funding
Policy and Method.


 


This Supplement
shall be unfunded within the meaning of Section 201(2) of ERISA, and
all payments under the Supplement shall be made from the general assets of the
Company, including, at the sole option of the Company, from any assets held in
any trust established by the Company the assets of which are subject to the
claims of the Company’s general, unsecured creditors in the event of the
Company’s Insolvency. No assets shall be irrevocably set aside to pay benefits
under the Supplement in a manner making the assets unreachable by the Company’s
general, unsecured creditors in the event of the Company’s Insolvency.
Participants and Designated Beneficiaries shall have no right to any specific
assets of the Company by virtue or the existence or terms of the Supplement and
shall be general, unsecured creditors of the Company at all times with respect
to any claim for benefits under the Supplement.


 


8.             Administration


 


(a)       Committee Authority. The Committee shall be responsible for the operation
and administration of the Supplement and for carrying out the provisions of the
Supplement. The Committee shall have discretionary authority to make, amend,
interpret, and enforce all appropriate rules and regulations for the
administration of this Supplement, and to decide or resolve any and all
questions, including interpretations of the Supplement. Any action taken by the
Committee in its discretion shall be final and conclusive on all parties. The
Committee’s prior exercise of discretionary authority shall not obligate it to
exercise its authority in a like fashion in the future. The Committee may, from
time to time, delegate to others, including employees of the Company,
administrative duties as it sees fit.


 


(b)      Account Statements. As soon as administratively possible after the end of
each calendar year, the Company shall prepare and furnish to each Participant a
statement of the status of each of his Account of the Plan effective as of the
last day of the calendar year, and such other information as the Committee may
prescribe.


 


(c)       Indemnification. The Company shall indemnify, through insurance or otherwise, each
member of the Committee against any claims, losses, expenses, damages or
liabilities arising out of the performance (or failure of performance) of their
responsibilities under the Plan.


 


9.             Claims
and Appeals.


 


(a)       Payment of Benefits. The payment of benefits due under the
Supplement shall be made at such times and in such amounts as provided for
under the terms of the Supplement. Each Participant and Designated Beneficiary
shall be obligated to provide the Company a current address so that payments
may be made as required. The mailing of a payment to the last known mailing
address of a Participant or Designated Beneficiary shall be deemed full payment
of the amount so mailed.


 


(b)      Written Claim for Benefits. If a Participant or Designated
Beneficiary does not receive payment of benefits under the Supplement which the
Participant or Designated Beneficiary believes are due under the Supplement,
the Participant or Designated Beneficiary may file a written claim for benefits
with the Committee. The written claim shall be in a form satisfactory to, and
with such supporting documentation and information as may be required by, the
Committee.


 


7

















 


(c)       Denial of Claim. If a Participant’s or Designated
Beneficiary’s claim for benefits is denied in whole or in part by the
Committee, a written notice will be furnished to the claimant within 90 days
after the date the claim was received. If circumstances require a longer
period, the claimant will be notified in writing, prior to the expiration of
the 90 day period, of the reasons for an extension of time; provided, however,
that no extensions will be permitted beyond 90 days after the expiration of the
initial 90 day period.


 


(d)      Reasons for Denial. A denial or partial denial of a claim
will clearly set forth:


 


(i)            the specific reason or reasons for the
denial;


 


(ii)           a specific reference to pertinent
Supplement provisions on which the denial is based;


 


(iii)          a
description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or
information is necessary; and


 


(iv)          an explanation of the procedure for
review of the denied or partially denied claim, including the claimant’s right
to bring a civil action under Section 502(a) of ERISA following an
adverse benefit determination on review.


 


(e)       Review of Denial. Upon denial of a claim, in whole or in
part, a claimant or a duly authorized representative of the claimant may
request a full and fair review of the denied claim by filing a written notice
of appeal with the Committee. Any appeal must be received by the Committee
within 60 days of the date that the notice of the denied claim was received. A
claimant or the claimant’s authorized representative will have, upon request
and free of charge, reasonable access to, and copies of, all documents,
records, and other information relevant to the claimant’s claim for benefits
and may submit issues and comments in writing, except for privileged or
confidential documentation. The review will take into account all comments,
documents, records, and other information submitted by the claimant relating to
the claim, without regard to whether such information was submitted or
considered in the initial benefit determination.


 


If the claimant
fails to file a request for review within 60 days of the notification of denial,
the claim will be deemed abandoned and the claimant precluded from reasserting
it. If the claimant does file a request for review, the request must include a
description of the issues and evidence the claimant deems relevant. Failure to
raise issues or present evidence on review will preclude those issues or
evidence from being presented in any subsequent proceeding or judicial review
of the claim.


 


(f)       Decision Upon Review. The Committee will provide a written
decision on review. If the claim is denied on review, the decision shall set
forth:


 


(i)            the specific reason or reasons for the
adverse determination;


 


(ii)           specific reference to pertinent
Supplement provisions on which the adverse determination is based;


 


(iii)          a
statement that the claimant is entitled to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records, and other
information relevant to the claimant’s claim for benefits; and


 


(iv)          a statement describing any voluntary
appeal procedures offered by the Supplement and the claimant’s right to obtain
the information about such procedures, as well as a statement of the claimant’s
right to bring a civil action under Section 502(a) of ERISA.


 


A decision will be
rendered by the Committee as soon as practicable. Ordinarily decisions will be
rendered within 60 days following receipt of the request for review. If the
need to hold a hearing or special circumstances require additional processing
time, the decision shall rendered as soon as possible, but not later than 120
days following receipt of the request for review.


 


(g)      Finality of Determinations;
Exhaustion of Remedies. To the extent permitted by law, decisions reached under the claims
procedures set forth in this Section shall be final and binding on all parties.
No legal action for benefits under the Supplement shall be brought unless and
until the claimant has exhausted all remedies under this Section. In any such
legal action, the claimant may only present evidence and theories which the
claimant presented during the claims procedure. Any claims which the claimant
does not in good faith pursue through the review stage of the procedure shall
be treated as having been irrevocably waived. Judicial review of a claimant’s
denied claim shall be limited to a determination of whether the denial was an
abuse of discretion based on the evidence and theories the claimant presented
during the claims procedure. Any suit or legal action initiated by a claimant
under the Supplement must be brought by the claimant no later than one year
following a final decision on the claim for benefits. Notwithstanding the
foregoing, in no event may a claimant initiate suit or legal action more than
two years after the facts giving rise to the action occurred. These limitations
on suits or legal actions for benefits will apply in any forum where a claimant
initiates the suit or legal action.


 


8

















 


10.           Amendment
and Termination of this Supplement.


 


The Company
reserves the right to amend or terminate this Supplement at any time by
resolution of the Board or the Compensation Committee. No amendment or
termination of this Supplement shall deprive a Participant or Designated
Beneficiary of any portion of the Participant’s or Designated Beneficiary’s
vested benefit accrued under the Supplement as of the date of the amendment or
termination.


 


11.           General
Provisions.


 


(a)       Definition and Supplement
Interpretation.
The capitalized words and phrases used throughout the Supplement shall have the
meanings in Section 2, unless the context requires otherwise. Unless
otherwise plainly required by the context, any gender may be construed to
include all genders, and the singular or plural may be construed to include the
plural or singular, respectively. The section headings in the Supplement have
been inserted for the convenience of reference only and are not to be
considered in the interpretation of the Supplement.


 


(b)      Interpretation and Savings Clause. The Supplement is intended to comply
with Code Section 409A and guidance issued under Code Section 409A.
Notwithstanding any other provision of this Supplement, the Supplement shall be
interpreted and administered accordingly. If any provision of the Supplement is
held invalid or unenforceable, that invalidity or unenforceability shall not
affect any other provision, and the Supplement shall be construed and enforced
as if the affected provision had not been included.


 


(c)       No Employment Rights. Neither the Plan or the Supplement, nor
the action of the Company in establishing or continuing the Plan or the
Supplement, nor any action taken by the Committee, nor participation in the
Plan or the Supplement, shall be construed as giving any person any right to
remain in the employ of the Company or an Affiliate or, except as provided in
the Plan and the Supplement, the right to any payment or benefit. Nothing in
the Plan or the Supplement shall affect the right of the Company or an
Affiliate to terminate a person’s employment at any time, with or without
cause.


 


(d)      Assignment or Alienation of Benefits.


 


(i)            General Rule. Except as expressly provided in the
Supplement, the benefits payable under the Plan or the Supplement shall not be
subject to assignment or alienation, and any attempt to do so shall be void.


 


(ii)           Domestic Relations
Orders.
Notwithstanding any other provision of the Supplement, all or a portion of a
Participant’s Account may be paid to another person as specified in a domestic
relations order that the Committee determines is a Qualified Domestic Relations
Order. For this purpose, a “Qualified Domestic Relations Order” means a
judgment, decree, or order (including the approval of a property settlement
agreement) that:


 


(A)          is issued pursuant to a State’s domestic
relations law;


 


(B)           relates to the provision of child
support, alimony payments or marital property rights to a spouse, former
spouse, child or other dependent of a Participant; and


 


(C)           creates or recognizes the existence of an
alternate payee’s right to, or assigns to the alternate payee the right to,
receive all or a portion of the Participant’s benefits under the Supplement;


 


The
Committee shall determine in its sole and absolute discretion whether any
document received by it is a Qualified Domestic Relations Order. In making this
determination, the Committee may consider the rules applicable to “domestic
relations orders” under Code Section 414(p) and Section 206(d) of
ERISA, and other rules and procedures it deems relevant. If an order is
determined to be a Qualified Domestic Relations Order, the amount to which the
alternate payee is entitled under the Qualified Domestic Relations Order shall
be paid in a single lump-sum payment as soon as practicable after the
determination.


 


(e)       Governing Law. To the extent not preempted by federal
law, this Supplement shall be interpreted and construed in accordance with the
laws of the State of Ohio (determined without regard to choice of laws
principles).


 


9

















 


IT
WITNESS WHEREOF,
The Kroger Co. has caused this Deferred Compensation Supplement to The Kroger
Co. 2006 Long-Term Bonus Plan to be executed as of the 5th day of July,
2007.


 


	
   

  	
  THE KROGER CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Paul Heldman

  
	
   

  	
   

  
	
   

  	
  Title: Executive Vice President, Secretary

  
	
   

  	
  and General Counsel

  



 


10
















 


ALTERNATIVE REPORTING AND
DISCLOSURE STATEMENT

FOR PENSION PLANS FOR CERTAIN SELECTED EMPLOYEES


 


To the Secretary of Labor:


 


In compliance with
the requirements of the alternative method of reporting and disclosure under Part 1
of Title I of the Employee Retirement Income Security Act of 1974 for unfunded
or insured pension plans for a select group of management or highly compensated
employees, specified in Department of Labor Regulations, 29 C.F.R.
§2520.104-23, the following information is provided by the undersigned
employer.


 


	
  Name and Address of Employer:

  	
  The Kroger Co.

  
	
  1014 Vine Street

  	
   

  
	
  Cincinnati, Ohio 45202-1141

  	
   

  
	
   

  	
   

  
	
  Employer Identification Number:

  	
  31-0345740

  



 


The Employer
maintains a plan (or plans) primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees.


 


Number of Plans and


Participants in Each


	
  Plan:

  	
        Plan covering                     
  Employees (or

  
	
   

  	
  Plans covering                        and

  
	
   

  	
             Employees, respectively.)

  
	
   

  	
   

  
	
   

  	
  Dated                                                       ,
  20    .

  



 


	
   

  	
  THE KROGER CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 


This form should be mailed to:


 


Top Hat Plan Exemption


Employee Benefits Security Administration


Room N-1513


U.S. Department of Labor


200 Constitution Avenue, NW


Washington, DC 20210


 


(Send certified mail to evidence filing requirement
satisfied)


 


11

















 


DEFERRAL
AGREEMENT FOR THE PHASE-IN PERIOD


 


THIS FORM APPLIES ONLY TO DEFERRALS
MADE WITH RESPECT TO LONG-TERM BONUSES THAT MAY BECOME PAYABLE UNDER THE
2006 LONG-TERM BONUS PLAN FOR THE PHASE-IN PERIOD


 


	
  PARTICIPANT: 

  	
   

  	
   

  
	
  DATE OF BIRTH: 

  	
   

  	
   

  
	
  SOCIAL SECURITY NO.: 

  	
   

  	
   

  
	
  CURRENT ADDRESS: 

  	
   

  	
   

  
						



 


 


DEFERRAL ELECTION FOR PHASE-IN
PERIOD (FISCAL YEARS 2006-2007)


 


The Long-Term Bonus that may become
payable to you under The Kroger Co. 2006 Long-Term Bonus Plan (the “Plan”) for the
Phase-In Period, which includes the Company’s 2006-2007 Fiscal Years, may be
deferred under the Deferred Compensation Supplement to the Plan (the “Supplement”),
provided the Company receives your properly completed Deferral Agreement for
the Phase-In Period no later than six months
prior to the end of the Phase-In Period.


 


o      I elect to defer all or a portion of the Long-Term
Bonus that may become payable to me under the Plan for the Phase-In Period, as
designated below. I understand that this deferral election is irrevocable, and
is subject to all of the terms of the Plan and Supplement.


 


	
  DEFERRAL AMOUNT:

  	
   

  
	
   

  	
   

  
	
                                 %

  	
  (enter percentage
  of Long-Term Bonus to be deferred)

  



 


PAYMENT ELECTION FOR AMOUNTS
DEFERRED FOR THE PHASE-IN PERIOD


 


I elect to have the amount of my Long-Term Bonus deferred for
the Phase-In Period (Fiscal Years 2006-2007), and earnings on such amounts,
paid as follows:


 


o                        Immediate Lump Sum Payment.  Lump sum
payment after the first day of the calendar quarter that occurs six (6) months
after my termination of employment.


 


o                        Deferred (Next Year) Lump Sum Payment.  Lump sum
payment after the later of (i) the first day of the calendar year
following my termination of employment or (ii) six (6) months after
my termination of employment.


 


o                        Immediate (Next Quarter) Installment Payments. 
Quarterly installment payments of                         
payments [specify number of payments - no less than four (4) and
no more than forty (40)] commencing after the first day of the
calendar quarter that occurs six (6) months after my termination of
employment.


 


o                        Deferred (Retirement Age) Installment Payments. 
Quarterly installment payments of                         
payments [specify number of payments - no less than four (4) and
no more than forty (40)] commencing after the first day of the
calendar quarter that occurs six (6) months following the later of (i) my
termination of employment or (ii) my                     
birthday [specify birthday for which payments shall commence].


 


DESIGNATION OF BENEFICIARY


 


Pursuant to the Supplement to the
Plan, I designate the following person(s) to receive payment of the
amounts in my Account that are attributable to deferrals (and earnings on such
deferrals) for the Phase-In Period in the event of my death prior to complete
distribution of such amounts.  I
understand that if I do not have a valid Designation of Beneficiary on file,
the amounts credited to my Account that are attributable to deferrals (and
earnings on such deferrals) for the Phase-In Period shall be distributed to the
executor or administrator of my estate.


 


12

















 


	
  Beneficiary(ies)

  	
   

  	
  Percentage of Death Benefit:

  	
   

  
	
   

  	
   

  	
   

  	
                             %

  	
   

  
	
   

  	
   

  	
   

  	
                             %

  	
   

  
	
   

  	
   

  	
   

  	
                             %

  	
   

  
	
  TOTAL:

  	
   

  	
                             %
  (must equal 100%)

  	
   

  



 


Please attach any contingent Designated Beneficiary
provisions.


 


PAYMENT TO DESIGNATED BENEFICIARY


 


I elect to have the amounts in my
Account that are attributable to deferrals (and earnings on such deferrals) for
the Phase-In Period that are unpaid as of the date of my death, paid to my
Designated Beneficiary as follows:


 


o                 Immediate (Next Quarter) Lump Sum
Payment.  Lump sum payment after the first day of the
calendar quarter following the date of my death.


 


o                 Deferred (Next Year) Lump Sum
Payment.  Lump sum payment after the first day of the
calendar year following the date of my death.


 


o                 Immediate (Next Quarter)
Installment Payments.  Quarterly installment payments
of                         
payments [specify number of payments - no less than four (4) and
no more than forty (40)] commencing after the first day of the
calendar quarter following the date of my death.


 


13

















 


PARTICIPANT’S ACKNOWLEDGEMENTS


 


I acknowledge that I have received a
copy of the Plan and Supplement, and agree that the deferral of any portion of
my Long-Term Bonus that may become payable to me under the Plan for the
Phase-In Period is subject to the terms and conditions of the Plan and
Supplement.


 


	
   

  	
   

  
	
  Participant’s Signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Participant’s Name (Printed)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date

  	
   

  
	
   

  	
   

  
	
   

  	
  Committee

  
	
   

  	
   

  
	
   

  	
  By:

  
	
  2006 Long-Term Bonus Plan

  	
   

  
	
  Deferred Compensation Supplement

  	
   

  
	
  Deferral Agreement (Phase-In Period)

  	
  Date:

  
	
   

  	
   

  



 


14
















 


DEFERRAL
AGREEMENT FOR THE TERM PERIOD


 


THIS FORM APPLIES
ONLY TO DEFERRALS MADE WITH RESPECT TO LONG-TERM BONUSES THAT MAY BECOME
PAYABLE UNDER THE 2006 LONG-TERM BONUS PLAN FOR THE TERM PERIOD


 




	
  PARTICIPANT:

  	
   

  	
   

  	
   

  
	
  DATE OF BIRTH:

  	
   

  	
   

  	
   

  
	
  SOCIAL SECURITY NO.:

  	
   

  	
   

  	
   

  
	
  CURRENT ADDRESS:

  	
   

  	
   

  	
   

  
							






 


 


DEFERRAL ELECTION FOR THE TERM PERIOD (FISCAL YEARS 2006-2009)


 


The
Long-Term Bonus that may become payable to you under The Kroger Co. 2006
Long-Term Bonus Plan (the “Plan”)
for the Term Period, which includes the Company’s 2006-2009 Fiscal Years, may
be deferred under the Deferred Compensation Supplement to the Plan (the “Supplement”),
provided the Company receives your properly completed Deferral Agreement for
the Term Period no later than six months
prior to the end of the Term Period.


 


o      I
elect to defer all or a portion of the Long-Term Bonus that may become payable
to me under the Plan for the Term Period, as designated below. I understand
that this deferral election is irrevocable, and is subject to all of the terms
of the Plan and Supplement.


 


	
  DEFERRAL
  AMOUNT:

  	
   

  
	
   

  	
   

  
	
                           %

  	
  (enter percentage of Long-Term Bonus to be deferred)

  



 


PAYMENT ELECTION FOR AMOUNTS DEFERRED FOR THE TERM PERIOD


 


I elect
to have the amount of my Long-Term Bonus deferred for the Term Period (Fiscal
Years 2006-2009), and earnings on such amounts, paid as follows:


 


o      Immediate Lump Sum Payment.  Lump sum
payment after the first day of the calendar quarter that occurs six (6) months
after my termination of employment.


 


o      Deferred (Next Year) Lump Sum Payment.  Lump sum
payment after the later of (i) the first day of the calendar year
following my termination of employment or (ii) six (6) months after
my termination of employment.


 


o      Immediate (Next Quarter) Installment Payments. 
Quarterly installment payments of                         
payments [specify number of payments - no less than four (4) and
no more than forty (40)] commencing after the first day of the
calendar quarter that occurs six (6) months after my termination of
employment.


 


o      Deferred (Retirement Age) Installment Payments. 
Quarterly installment payments of                         
payments [specify number of payments - no less than four (4) and
no more than forty (40)] commencing after the first day of the
calendar quarter that occurs six (6) months following the later of (i) my
termination of employment or (ii) my                     
birthday [specify birthday for which payments shall commence].


 


15

















 


DESIGNATION
OF BENEFICIARY


 


Pursuant
to the Supplement to the Plan, I designate the following person(s) to
receive payment of the amounts in my Account that are attributable to deferrals
(and earnings on such deferrals) for the Term Period in the event of my death
prior to complete distribution of such amounts. 
I understand that if I do not have a valid Designation of Beneficiary on
file, the amounts credited to my Account that are attributable to deferrals
(and earnings on such deferrals) for the Term Period shall be distributed to
the executor or administrator of my estate.


 


	
  Beneficiary(ies)

  	
   

  	
  Percentage of Death Benefit:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  %

  	
   

  
	
  TOTAL:

  	
   

  	
   

  	
   

  	
  % (must equal 100%)

  	
   

  
							



 


Please attach any contingent
Designated Beneficiary provisions.


 


16

















 


PAYMENT
TO DESIGNATED BENEFICIARY


 


I elect
to have the amounts in my Account that are attributable to deferrals (and
earnings on such deferrals) for the Term Period that are unpaid as of the date
of my death, paid to my Designated Beneficiary as follows:


 


o      Immediate (Next Quarter) Lump Sum Payment. 
Lump sum payment after the first day of the calendar quarter following
the date of my death.


 


o      Deferred (Next Year) Lump Sum Payment.  Lump sum
payment after the first day of the calendar year following the date of my
death.


 


o      Immediate (Next Quarter) Installment Payments. 
Quarterly installment payments of                         
payments [specify number of payments - no less than four (4) and
no more than forty (40)] commencing after the first day of the
calendar quarter following the date of my death.


 


PARTICIPANT’S ACKNOWLEDGEMENTS


 


I
acknowledge that I have received a copy of the Plan and Supplement, and agree
that the deferral of any portion of my Long-Term Bonus that may become payable
to me under the Plan for the Term Period is subject to the terms and conditions
of the Plan and Supplement.


 


	
   

  	
   

  
	
  Participant’s Signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Participant’s Name (Printed)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date

  	
   

  
	
   

  	
   

  
	
   

  	
  Committee

  
	
   

  	
   

  
	
   

  	
  By:

  
	
  2006 Long-Term Bonus Plan

  	
   

  
	
  Deferred Compensation Supplement

  	
   

  
	
  Deferral Agreement (Term Period)

  	
  Date:

  
	
   

  	
   

  



 


17

















 


AMENDMENT TO THE


 


KROGER CO. 2006 LONG-TERM BONUS
PLAN


 


The Kroger Co. (the “Company”) maintains The Kroger Co. 2006 Long-Term
Bonus Plan, effective January 29, 2006 (the “Plan”), for the benefit of
its eligible employees (as defined in Section 2 of the Plan);


 


Pursuant to Section 12 of the Plan, the Company has the power to
amend the Plan at any time.


 


The Company wishes to amends the Deferred Compensation Supplement to
the Plan, effective as of January 1, 2008, as follows:


 


1.     Section 5(i) shall be added
to the Deferred Compensation Supplement to the Plan to read as follows:


 


(i)            Special 2008 Distribution
Election Right. 
Notwithstanding any of the provisions of this Section 5, the
Committee may, in its discretion and pursuant to and in accordance with certain
transition relief referenced, inter alia, in Section 3.02 of Internal
Revenue Service Notice 2006-79 (as modified by Notice 2007-86), and by adopting
and distributing written forms, notices, or other written documents, permit any
Participant to make, at any time on or after January 1, 2008 and on or
before December 31, 2008, and by filing with the Committee a writing or
form approved or prepared by the Committee, a new election as to the
commencement date of the payments and/or the period over which payments will be
made that will apply to any portion of the amounts allocated to the Participant’s
Account prior to the date of such election (which amounts shall be referred to,
for purposes of this Section 5(i), as the Participant’s “previously
allocated amounts”).


 


(i)            Conditions on 2008
Distribution Election. Notwithstanding the foregoing: (i) in no event
shall any election made under the provisions of this Section 5(i) be
given any effect under the Plan unless the Participant actually makes such new
election on or after January 1, 2008 and on or before December 31,
2008; and (ii) any election made under the provisions of this Section 5(i) shall
not be given any effect under the Plan to the extent that it attempts to apply
to any portion of the Participant’s previously allocated amounts that would
otherwise be paid during 2008 or attempts to cause any portion of the
Participant’s previously allocated amounts to be paid during 2008.


 


(ii)           Incorporation of
2008 Distribution Election Forms.  Any
written forms, notices, or other written documents adopted and distributed by
the Committee under the terms of this Section 5(i) shall be deemed to
be incorporated into this Plan and an amendment to the Deferred Compensation
Supplement to this Plan.


 


2.     In all other respects, the Plan
remains in full force and effect.


 


IN WITNESS WHEREOF, the Company has caused this Amendment to the Plan
to be signed as of the 11th day of December, 2008.


 


	
   

  	
  THE KROGER CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Paul Heldman

  
	
   

  	
   

  	
   

  
	
   

  	
  Title: 

  	
  Executive Vice
  President

  



 


18