THE KROGER CO.
DEFERRED COMPENSATION PLAN FOR INDEPENDENT DIRECTORS
The Kroger Co. hereby amends and restates, effective as of June 1, 2003, its Deferred Compensation Plan for Independent
Directors established for the purpose of providing to members of the Board of Directors who are eligible to participate in the
Plan the option of deferring a portion of future compensation that may become due from the Company.
For purposes hereof, the following words and phrases have the meanings indicated:
The “Plan” means The Kroger Co. Deferred Compensation Plan for Independent Directors, as set forth herein, together
with all amendments hereto.
“Cash Credit(s)” of a Participant at any time means the sum of all amounts of Deferred Compensation, including interest,
credited to a Participant and recorded on his/her Deferred Compensation Account as Cash Credits.
The “Committee” means the Retirement Management Committee.
The “Compensation Committee” means the Compensation Committee of the Board of Directors of the Company.
The “Company” means The Kroger Co., an Ohio corporation, its Independent successors, and the surviving corporation,
resulting from any merger of the Company with any other corporation or corporations.
6. A “Independent Director” means any member of the Board of Directors of the Company who is not an employee of the
“Compensation” means the retainer and any fee payable to a Independent Director with respect to a fiscal year of the
8. A “Deferral Year” means the calendar year during which, but for an election to defer under the Plan, the Independent
Director would actually receive Compensation from the Company.
9. A “Deferral Election Agreement” means an agreement, in the form attached hereto as Exhibit A, executed by a Participant
in order to defer Compensation in accordance with the provisions of the Plan, and to designate whether such Deferred