THE KROGER CO.
EXECUTIVE DEFERRED COMPENSATION PLAN
The Kroger Co. hereby states, originally effective as of December 3, 1993, its Executive Deferred Compensation Plan established
for the purpose of providing to certain key salaried executive employees who are eligible to participate in the Plan the option of
deferring a portion of future compensation which may become due from the Company.
For purposes hereof, the following words and phrases shall have the meanings indicated:
The “Plan” shall mean The Kroger Co. Executive Deferred Compensation Plan, as set forth herein, together with all
The “Committee” shall mean the Retirement Management Committee.
The “Compensation Committee” shall mean the Compensation Committee of the Board of Directors of the Company.
The “Company” shall mean The Kroger Co., an Ohio corporation, its corporate successor, and the surviving corporation,
resulting from any merger of the Company with any other corporation or corporations.
5. An “Eligible Executive” shall mean any salaried employee of the Company who is classified as a “Director” or who holds a
higher position in the Company and who may or may not be an officer of the Company.
“Compensation” shall mean the base salary and any bonus which may be payable to an Eligible Executive during a
7. A “Participant” shall mean an Eligible Executive who has elected to defer payment of all or a portion of his/her
Compensation in accordance with the Plan.
8. A “Deferral Year” shall mean the calendar year during which, but for an election to defer under the Plan, the Eligible
Executive would actually receive Compensation from the Company.
9. A “Deferral Election Agreement” shall mean the agreement, such as the attached Exhibit A, executed by the Eligible
Executive in order to defer Compensation in accordance with the provisions of the Plan.
10. A “Deferred Com