prospectus the kroger co. savings plan offering …

PROSPECTUS

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.

THE KROGER CO. SAVINGS PLAN

OFFERING OF SHARES OF THE COMMON STOCK, PAR VALUE $1.00, OF THE KROGER CO.

TO PARTICIPANTS OF THE PLAN

The shares of Common Stock (“Kroger Common Stock”), par value $1.00 of The Kroger Co. (“Kroger” or the “Company”) offered under this Prospectus are shares issued to or purchased by the Trustee of The Kroger Co. Savings Plan (the “Plan”). The shares then will be allocated and distributed to the Participants in the Plan pursuant to the terms of the Plan document.

The Plan may also include assets transferred from other plans. Effective December 29, 1990, The Kroger Co. Employee Stock Ownership Plan (“KESOP”) was split and merged into the Plan and into The Kroger Co. Savings Plan for Bargaining Unit Employees, with the result that certain KESOP participants will have a KESOP Account in the Plan. On December 31, 1992, The Kroger Co. Savings Plan for Bargaining Unit Employees was merged into the Plan, with the result that accounts thereunder were credited to corresponding accounts under the Plan. The Plan also includes the accounts of certain employees of the Company who were previously employees of a predecessor company and who transferred their eligible thrift plan accounts into the Plan, with these amounts being credited to a rollover account under the Plan. On May 1, 2000, the John C. Groub Co., Inc. Retirement Savings Plan was merged into the Plan, with the result that accounts thereunder were credited to accounts under the Plan. On January 1, 2001, the Fred Meyer, Inc. Savings Plan was merged into the Plan, with the result that accounts thereunder were credited to accounts under the Plan. On January 1, 2001, the Dillon Companies, Inc. Employees Stock Ownership and Savings Plan was merged into the Plan, with the result that accounts thereunder were credited to accounts under the Plan. On April 1, 2001, the Pay Less Super Markets, Inc. Savings Plan was merged into the Plan, with the result that accounts thereunder were credited to accounts under the Plan. (The KESOP, the Kroger Co. Savings Plan for Bargaining Unit Employees, the John C. Groub Co., Inc. Retirement Savings Plan, the Fred Meyer, Inc. Savings Plan, the Dillon Companies, Inc. Savings Plan, and the Pay Less Super Markets, Inc. Savings Plan are collectively referred to herein as the “Merged Plans”.)

No person has been authorized to give any information or to make any representations other than those made in this Prospectus in connection with this offering. You should not assume that any information or representations which are not contained in this document have been authorized by the Plan or Kroger. This document is a summary plan description (“SPD”) for the Plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

REFERENCE TO REGISTRATION STATEMENT

This Prospectus contains information concerning the Plan and Kroger. However, it does not contain all the information set forth in the Registration Statement (Form S-8) which the Plan and Kroger have filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement is available for inspection at the Commission’s principal office in Washington D.C.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION. THE COMMISSION HAS NOT VERIFIED THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY STATEMENT TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is March 1, 2007.

This document is being provided by your employer. Merrill Lynch has not reviewed nor participated in the creation of the information contained herein.


Prospectus/Summary Plan Description

Table of Contents

I. GENERAL INFORMATION ABOUT THE PLAN ........................................................................1

II. QUESTIONS AND ANSWERS ABOUT THE PLAN....................................................................3

A. Participation and Contributions.................................................................................................................. 3

1. Who is eligible to participate in the Plan? ........................................................................................ 3

2. What contributions are made to the Plan? ........................................................................................ 4

3. What does my Account consist of?................................................................................................... 4

B. Salary Redirection Contributions ............................................................................................................... 5

4. How much can I contribute as Salary Redirection Contributions? ................................................... 5

5. Are my Salary Redirection Contributions matched? ........................................................................ 5

6. How do I make Salary Redirection Contributions? .......................................................................... 6

7. When may I change my election for Salary Redirection Contributions?.......................................... 6

C. Matching Contributions.............................................................................................................................. 6

8. How much may the Company contribute as Matching Contributions? ............................................ 6

9. Who receives an allocation of Matching Contributions?.................................................................. 6

D. Plan Investment Alternatives ..................................................................................................................... 7

10. How may I invest my Accounts? ...................................................................................................... 7

11. When may I change my investment elections?................................................................................. 7

E. Investment in Kroger Common Stock ........................................................................................................ 7

12. What dividend and voting rights will I have in Kroger Common Stock?......................................... 7

13. What reports about the Company will I receive?.............................................................................. 8

14. Are there special considerations for certain Company employees?.................................................. 8

F. Other Investment Information..................................................................................................................... 8

15. Generally how are investment earnings allocated to my Account? .................................................. 8

16. Am I required to pay any Plan administration and investment expenses?........................................ 9

17. What reports about my Plan Account will I receive? ....................................................................... 9

G. Designation of Beneficiary and QDROs .................................................................................................... 9

18. May I designate a beneficiary of my Account? ................................................................................ 9

19. Can I assign my interest in my Account? ......................................................................................... 9

H. Withdrawals During Employment & Loans............................................................................................. 10

20. May I make withdrawals during employment for hardship reasons? ............................................. 10

21. May I make withdrawals during employment prior to attaining age 59½? .................................... 11

22. May I make withdrawals during employment upon attaining age 59½? ........................................ 11

23. Am I required to receive distributions during employment upon attaining age 70½? .................... 11

24. May I take a loan from my Account? ............................................................................................. 11

I. Distribution Upon Termination of Employment, Death ............................................................................ 12

25. Will my Account be distributed when I terminate employment? ................................................... 12

26. How will my Account be distributed upon my termination of employment?................................. 13

27. What if I die before my Account is distributed?............................................................................. 14

28. What happens if I receive Kroger Common Stock? ....................................................................... 14

29. What are the federal income tax consequences of distributions from the Plan? ............................. 15

J. Administration of the Plan......................................................................................................................... 15

30. How is the Plan administered?........................................................................................................ 15

K. Amendment and Termination of the Plan ................................................................................................ 16

31. May the Plan be amended? ............................................................................................................. 16

32. How long will the Plan remain in effect? ....................................................................................... 16

33. Is the Plan Subject to ERISA? ........................................................................................................ 16

III. ERISA STATEMENT OF RIGHTS.................................................................................................17

IV. PERIODIC REPORTS TO STOCKHOLDERS...............................................................................18

V. CERTAIN OTHER INFORMATION..............................................................................................18

APPENDIX A — GENERAL DESCRIPTION OF PLAN INVESTMENTS............................................... .19

APPENDIX B — CERTAIN FEDERAL INCOME TAX CONSEQUENCES .............................................26

APPENDIX C — NOTICE OF YOUR RIGHTS CONCERNING EMPLOYER SECURITIES ..................31

APPENDIX D - INDEX OF DEFINED TERMS...........................................................................................32

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This description of the Plan is intended to assist you in becoming familiar with the Plan. However, it does not contain all of the Plan’s terms. Those terms are contained in the Plan document. A copy of the Plan document is available upon request from your Employer (as defined below). In the case of any conflict or apparent conflict between this SPD and the full text of the Plan, the full text of the Plan will control.

I. GENERAL INFORMATION ABOUT THE PLAN

General Purpose of the Plan. The purpose of this Plan is to assist the Company in attracting, retaining and

motivating its associates, and to assist associates in accumulating assets for their retirement.

Administration. The Plan is administered by an Administrative Committee (referred to as the “Committee”, which term includes designated representatives of the Committee), consisting of three or more individuals appointed by the Chief Executive Officer of the Company. The assets of the Plan are held in a trust fund (“Trust Fund”) for the benefit of all Participants in the Plan. The Trustee, who is responsible for holding, controlling, managing, investing and reinvesting the assets of the Trust Fund, initially is Merrill Lynch Trust Company (“Trustee”). The Trustee may be replaced by the Company at the Company's discretion. The Plan operates on a calendar year basis, hereinafter referred to as a “Plan Year.”

Participating Employers. The participating employers of the Plan are referred to herein as “Employers” and are defined as the Company and all of its subsidiaries and any other affiliated organization which is a member of the same controlled group of organizations under the Internal Revenue Code of 1986, as amended (the “Code”) with the Company, except for any organization which has been excluded from participation in the Plan by the Board of Directors of the Company (“Board”). Except as otherwise indicated, any references to “Kroger” or “the Company” relating to its role as an Employer under the Plan shall be deemed to include any other Employers. You or your beneficiaries may receive from the Committee or your local Human Resources Department, upon written request, information as to whether a particular employer is participating in the Plan and, if the employer is participating, the Employer’s address.

Employee Eligibility. Participation in the Plan is open to all Eligible Employees who have satisfied the eligibility requirements provided under the Plan. See Question 1.

Disability or Disabled. A Participant is considered Disabled or has a termination of employment due to Disability if that person has been determined by the Social Security Administration to be eligible for Social Security disability benefits.

Participants. Eligible Employees participating in the Plan are referred to herein as “Participants.”

Plan Designation. The Plan is a “401(k) Plan” as defined in Section 401(k) of the Code.

Plan Contributions. As a Participant, you may make your own contributions to the Plan, which are called “Salary Redirection Contributions”. When you elect to make a Salary Redirection Contribution, your Employer will reduce the Plan Compensation you receive and contribute the amount of the reduction to the Plan. See Questions 4-7. The Plan does not allow employee voluntary after-tax contributions.

The Company also may, in its discretion, make a matching contribution to the Plan (“Matching Contribution”), which will be allocated to Participants’ Matching Accounts based on the amount of Salary Redirection Contributions. See Questions 8-9. Those Participants who do not make Salary Redirection Contributions to the Plan will not receive Matching Contributions.

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Eligible Employees may elect to make either cash contributions or direct rollover contributions of eligible rollover distributions to the Plan (“Rollover Contributions”), after satisfying the Plan’s eligibility requirements. See Question 2.

The Salary Redirection, Matching, and Rollover Contributions will be credited to “Accounts” (collectively referred to as your “Account”) established in your name under the Plan. See Question 3.

Vesting. Participants have at all times a fully vested and nonforfeitable right to all amounts contained in their Accounts. This means that no portion of those Accounts will be forfeited for the failure to obtain a minimum number of years of service under the Plan.

Plan Investments. Participants may direct the investment of their Accounts among several investment funds provided by the Plan from time to time, as well as in Kroger Common Stock. See Questions 10-16. In addition, the investment funds and Kroger Common Stock are generally described in Appendix A--General Description of Plan Investments.

Any investment entails a degree of risk. The market value of stock and other securities can be volatile and often is not related to the actual performance of a company but to external factors such as economic and business conditions and political events. There can be no assurance that the market values of any of the securities or investments purchased for Participants will, at any time, equal or exceed the purchase price of those securities or investments, or that the total amount distributable or subject to withdrawal by a Participant will be equal to or greater than the amount of contributions by or on behalf of the Participant. Each Participant assumes the risk of any decrease in the market value of securities or investments allocated to him or her. Each investment fund in the Plan has a different investment objective; therefore, Participants should consider each carefully before making an investment decision.

ERISA. The Plan is an employee pension benefit plan as defined in ERISA and therefore is subject to ERISA. See Question 33 and Part III-ERISA Statement Of Rights.

Federal Income Tax. The Plan is a profit sharing plan which is intended to constitute a qualified retirement plan under Section 401(a) of the Code, and the Plan’s Salary Redirection Contribution feature is intended to qualify under Section 401(k) of the Code. In general, you will not be subject to federal income tax (but may be subject to state or local income tax) when Salary Redirection Contributions, Matching Contributions, earnings, or appreciation, if any, are credited to your Account under the Plan. Generally, you will be subject to federal income tax (and, perhaps, state or local income tax) when amounts are distributed to you from the Plan. For a more complete summary of federal income tax consequences of your participation in the Plan and distributions from the Plan, see Appendix B--Certain Federal Income Tax Consequences.

The tax laws in this area are extremely complex, are subject to periodic change by Congress and are subject to changing and differing interpretations. You should discuss with a qualified tax advisor specific questions regarding the tax consequences of your participation in, and your receipt of distributions from, the Plan.

Inservice Withdrawals. You will be entitled to receive withdrawals from certain Accounts during your employment for financial hardship reasons or when you reach age 59½. See Questions 20-22.

Participant Loans. You may also borrow from your portion of your Account, subject to certain rules and limitations. See Question 24.

Distribution upon Termination, Death. Upon termination of your employment, whether by retirement or otherwise, you will be eligible to receive a distribution of your entire Account in the Plan. You may generally elect a lump sum payment or periodic installments. Upon your death, any amount in your Account will be paid to your beneficiary. See Questions 25-27.

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Changes to the Plan. The Plan is subject to change at any time, including changes required to comply with applicable law. See Question 31.

Plan Numbers. The Plan’s identification number is 004 The Company’s employer identification number, assigned by the Internal Revenue Service, is 31-0345740. You should use both numbers in any correspondence about the Plan.

Legal Service. If you wish to file suit, legal notices and communications may be served by directing such legal service to:

Paul W. Heldman Executive Vice President, Secretary & General Counsel The Kroger Co. 1014 Vine Street Cincinnati, Ohio 45202-1100

Legal notice may also be served on the Committee at the same address.

Future of the Plan. Future legislation may affect the tax status of plans such as this one. The Company intends to continue the Plan indefinitely, but reserves the right to change or terminate it at any time. See Question 32. For example, the Plan may be changed because of federal regulations, or it may be terminated for business reasons.

II. QUESTIONS AND ANSWERS ABOUT THE PLAN

A. Participation and Contributions

1. Who is eligible to participate in the Plan?

You are eligible to make Salary Redirection Contributions to the Plan on the “Entry Date” (defined as the first day of each calendar quarter) after the date on which: (i) you are an Eligible Employee of an Employer (unless excluded below); (ii) you are at least 21 years old; and (iii) you have earned 72 or more hours of service with an Employer, during either: (a) the 30 day period beginning on your Employment Commencement Date; or (b) a 30 day period ending on any subsequent payroll date. Your Employment Commencement Date is the day you perform your first Hour of Service with the Employer.

You are eligible to participate in the allocation of Matching Contributions for a Plan Year if you made Salary Reduction Contributions during the Plan Year and either (i) you are employed by an Employer on the last day of the Plan Year, or (ii) you terminated employment after reaching age 55, or you died or became Disabled during the Plan Year.

Generally, if you are an employee of the Company or an affiliate who is not excluded from participation, you are considered to be an “Eligible Employee”; that is, you may participate in the Plan after meeting the Plan’s eligibility requirements. However, you are not an Eligible Employee if you are eligible to participate in another qualified retirement plan maintained by the Employer, or if you are a leased employee as defined in Section 414(n) of the Code, or an independent contractor.

Transfers of employment between Employers without incurring a break in service will not affect your completion of eligible service under the Plan. Eligible service with an Employer prior to becoming an Eligible Employee generally will be considered in determining eligible service. If you transfer to the status of an Eligible Employee after meeting the Plan’s age and service requirements, you may become a Participant and share in Plan contributions without waiting for the next Entry Date.

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2. What contributions are made to the Plan?

The Plan provides for 4 types of contributions which may be made to Participant Accounts:

Salary Redirection Contributions. The Salary Redirection Contribution feature, also referred to as the “401(k) feature,” provides you the opportunity to save a percentage of your gross salary without a reduction for federal and most state income taxes. If you are eligible and elect to participate in the Plan’s Salary Redirection Contribution feature, your Plan Compensation (see Question 4) will be reduced by the amount of the Salary Redirection Contributions you elect, and your Employer will contribute that amount to the Plan on your behalf. See Questions 4-7 for more information on Salary Redirection Contributions.

Catch-Up Contributions. If the Administrative Committee agrees, you may be eligible to make Catch-up Contributions to the Plan. Catch-up Contributions are additional Salary Redirection Contributions made to the Plan. You may be eligible to make Catch-up Contributions if: (i) you are eligible to make Salary Redirection Contributions; (ii) you have attained age 50 or will attain age 50 before the end of the Plan Year (December 31); and (iii) you have contributed the maximum Salary Redirection Contributions under either the terms of the Plan or any other limitation provided under applicable law. For 2007, the Catch-Up Contribution limit is $5,000. This amount may be adjusted each year for inflation.

Matching Contributions. For each Plan Year, the Company may, in its discretion, authorize the Employers to make Marching Contributions to the Plan. If you meet the eligibility requirements for Matching Contributions, then for any Plan Year for which you make Salary Redirection Contributions the Employers may make a Matching Contribution to the Plan on your behalf. See Question 8-9.

Rollover Contributions. If you are eligible to participate in the Plan (see Question 1), you may make “Rollover Contributions” to the Plan. You can roll over part or all of an eligible rollover distribution you received from a prior employer’s eligible retirement plan or an IRA. An eligible retirement plan includes a qualified plan under Section 401(a) or 403(a), a 403(b) annuity contract, an eligible governmental 457(b) plan, or a taxable distribution from an individual retirement account or individual retirement annuity. No after-tax employee contributions may be rolled over.

Making Rollover Contributions to the Plan which consist of assets other than qualified 401(a) plan assets may result in the loss of favorable capital gains or ten year income averaging tax treatment associated with lump sum distributions from your current Plan balance. If you are eligible for this special tax treatment, you should consult your tax advisor and carefully consider the impact of making a Rollover Contribution to the Plan. (See Appendix B for a discussion of the federal income tax consequences with regard to your Plan Accounts.)

The Committee or the Plan’s Recordkeeper (see Question 30) must approve any Rollover Contribution, and reserves the right to refuse to accept any Rollover contribution. Your Rollover Account will be subject to the terms of this Plan and will always be fully vested and nonforfeitable. If you wish to make a Rollover Contribution to the Plan, call the Plan’s toll-free number or visit the Plan’s internet site (see Question 30) for more detailed instructions.

3. What does my Account consist of?

Your Account may consist of several individual Plan accounts: (i) a Salary Redirection Account for your Salary Redirection Contributions you make to the Plan (see Questions 4-7); (ii) a Matching Account for any Matching Contributions made by the Company to the Plan (see Questions 8-9); (iii) a KESOP Account for amounts transferred from the KESOP (if any); (iv) an ESOP Account for amounts transferred from a Merged Plan (if any); (v) an After-Tax Account for amounts transferred from a Merged Plan (if any); and (vi) a Rollover Account if you make a Rollover Contribution to the Plan or rolled over eligible amounts from a predecessor company to the Plan.

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B. Salary Redirection Contributions

4. How much can I contribute as Salary Redirection Contributions?

In general, you may elect for each Plan Year to make a Salary Redirection Contribution to the Plan by filing an election to have your Employer redirect an amount, either as a percentage of your Plan Compensation (defined below) or a flat dollar amount. The amount of each Salary Redirection Contribution for a pay period may not be less than $5.00 per weekly pay period (or $10.00 per bi-weekly pay period or $20.00 for a monthly pay period), and may not be more than 75% of your Plan Compensation for any pay period. However, if you are a highly compensated employee (as defined by the Internal Revenue Code) and you are not covered by a collective bargaining agreement, then your Salary Redirection Contributions for any Plan Year are limited to 6% of your Plan Compensation for that Plan Year.

EXAMPLE: Assume that you make $1,000 during each 2 week pay period. You elect to contribute 5% of your Plan Compensation to the Plan as a Salary Redirection Contribution. Your contribution for each pay period will be $50.

Your “Plan Compensation” generally refers to your total cash compensation paid by an Employer for Form W-2 reporting purposes, and therefore includes basic compensation, overtime, vacation, holiday, sick time and bonuses. Plan Compensation also includes cafeteria plan contributions. However, Plan Compensation excludes reimbursements for moving expenses, life insurance benefits, certain sick pay benefits paid by a third party, and income from the exercise of non-qualified stock options and other equity-based compensation. By law, Plan Compensation is limited to $225,000 annually (this amount, as in effect for 2007, is adjusted annually for inflation).

In any event, your Salary Redirection Contributions cannot exceed a maximum annual limit determined by law. For 2007, this amount is $15,500. This limit may be increased by the Treasury Department to take cost-of-living increases into account. If, during any calendar year, you make Salary Redirection Contributions in excess of this limit (as indexed), the Plan will refund the excess. Please note: This limit applies to all elective deferrals you make to any qualified retirement savings plan, even those not related to Kroger. By law, you must notify each plan if you exceed this limit.

The Internal Revenue Code contains contribution limitations which measure the contribution levels of higher-paid employees with all other employees of a plan. If necessary to comply with these limitations, the Company may reduce the contribution percentage for highly compensated employees (as defined by law). In addition, the Plan will refund to affected highly compensated employees, within two and one-half months after the end of the Plan Year, any necessary amount of Salary Redirection Contributions to meet these limitations.

These same contribution limitations apply to employees who are covered by a collective bargaining

agreement, but with required separate testing for union versus non-union employees. The Company may reduce the amount of Salary Redirection Contributions allocated to certain higher paid union employees to comply with these limitations. Because of the separate testing for union versus non-union employees, the maximum contribution will be different for union versus non-union highly compensated employees.

Contributions made under the Plan are also subject to a number of individual contribution limitations imposed by applicable law. During any Plan Year, the maximum amount of contributions that can be made on your behalf, together with any other contributions that can be made by you or on your behalf to any other defined contribution plans maintained by an Employer, is generally the lesser of $45,000 or 100% of your total Plan Compensation from Employers during that Plan Year. (This limit may be increased by the Treasury Department to take cost-of-living increases into account.)

5. Are my Salary Redirection Contributions matched?

If you make Salary Redirection Contributions and you meet the eligibility requirements for Matching Contributions, you will receive an allocation of any Matching Contributions made to the Plan. See Questions 8-9 concerning Matching Contributions.

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6. How do I make Salary Redirection Contributions?

If you meet the eligibility requirements described in Question 1, you may elect to participate in the Salary Redirection Contribution feature of the Plan by entering into a Salary Redirection Agreement with your Employer to reduce your Plan Compensation by an amount you specify (limited as described in Question 4). Your Employer will contribute that amount on your behalf to your Salary Redirection Account for each pay period.

You may elect to make Salary Redirection Contributions by calling the Plan’s toll-free telephone number or visiting the Plan’s internet site (see Question 30). Your election will be effective as soon as administratively possible, but no later than the first pay period beginning at least 30 days after the date your election is received. If you do not elect to make Salary Redirection Contributions when you are first eligible, you may later elect to do so at any time.

7. When may I change my election for Salary Redirection Contributions?

You may increase, decrease or stop Salary Redirection Contributions at any time (subject to any limitations imposed on transactions involving Kroger Common Stock under the Company’s securities trading policy or by applicable law) by calling the Plan’s toll-free telephone number or visiting the Plan’s internet site (see Question 30). The change to your election will be effective as soon as administratively possible, but no later than the first pay period beginning at least 30 days after the date the change to your election is received.

C. Matching Contributions

8. How much may the Company contribute as Matching Contributions?

The Plan authorizes the Employers to make a Basic Matching Contribution and/or a Supplemental Matching Contribution to the Plan, described as follows:

Basic Matching Contributions. At the discretion of the Company, the Employers may make a “Basic”

Matching Contribution to the Plan, which generally would be a percentage of Salary Redirection Contributions made to the Plan for the Plan Year which were directed by the Participant to be invested in Kroger Common Stock. Any Basic Matching Contribution for the Plan Year will be allocated to the Matching Account of eligible Participants (see Question 9 below) as a percentage of the amount of the Salary Redirection Contributions made by those Participants during that Plan Year which were directed by the Participant to be invested in Kroger Common Stock.

Supplemental Matching Contribution. At the discretion of the Company, the Employers may make a

“Supplemental” Matching Contribution to the Plan, which generally would be a percentage of all Salary Redirection Contributions made to the Plan for the Plan Year. Any Supplemental Matching Contribution will be allocated to the Matching Account of eligible Participants (see Question 9 below) as a percentage of the amount of Salary Redirection Contributions those Participants directed to all investments of the Plan for that Plan Year.

You should be aware that the Employers are not required to make any Matching Contributions under the Plan. Further, the amount of any Matching Contribution may be limited by applicable provisions of the Code.

9. Who receives an allocation of Matching Contributions?

In order for any Matching Contribution to be contributed on your behalf, you must have made Salary Redirection Contributions for the Plan Year, and you must be either:

(a) actively employed on the last day of the Plan Year (December 31) for which the match is being

made; or (b) you must have terminated employment after you have attained age 55, become Disabled, or died

during such Plan Year.

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You will be considered to be actively employed on the December 31 of the Plan Year if you have

transferred employment during such Plan Year to a nonparticipating affiliate of the Company, or you have ceased being an Eligible Employee of the Employer during such Plan Year while still remaining in the employ of an Employer.

Matching Contributions will not be made for any amount of excess Salary Redirection Contributions refunded to any Participant as described in Question 4. If necessary to enable the Plan to comply with certain limitations under the Code, the Company may reduce the amount of Matching Contributions allocated to certain higher paid employees.

D. Plan Investment Alternatives

10. How may I invest my Accounts?

Your Accounts are subject to your investment election. The Plan currently has several investment funds available for the investment of your Accounts, including Kroger Common Stock. These Plan investments are described in Appendix A--General Description of Plan Investments. Historical rates of return and other information about the investment funds will be provided by supplement and are available by calling the Plan’s toll-free telephone number or visiting the Plan’s internet site (see Question 30).

The Plan’s investment funds may change from time to time, or additional investment funds may be added by the Committee. You will be notified of the cancellation or addition of funds and of significant changes in any investment fund. Elections may be made or changed as described in Question 11. If you fail to designate any particular investment funds, all amounts will be invested in the fund designated as the default fund by the Committee. See Appendix A.

Of course, the market values of the Kroger Common Stock or any investment fund may go up or down. It is possible that unfavorable investment performance could cause you to lose some or all of the amount in your Plan Accounts. You assume the risk of any decrease in the market value of Kroger Common Stock or any investment fund in which your Account is invested

11. When may I change my investment elections?

You may change your investment elections at any time, subject to any limitations imposed on transactions involving Kroger Common Stock under the Company’s securities trading policy or by applicable law. You may either change your investment election for future contributions, transfer your current Account balances among the investment funds offered, or both. You may change your investment election by calling the Plan’s toll-free telephone number or visiting the Plan’s internet site (see Question 30). Generally, if you elect to change your investments before 3pm Eastern time, the change will be effective at the end of that day. Otherwise, the change will be effective at the end of the following day. See Appendix A. Please see Appendix C for a special notice about your right to diversify your Plan investment in Kroger Common Stock.

Please note: The proceeds of Kroger Common Stock sales will be reinvested only after the stock sale has been settled, so there may be a period of approximately five days where the stock proceeds will not be reinvested.

E. Investment in Kroger Common Stock

12. What dividend and voting rights will I have in Kroger Common Stock?

As noted above, Kroger Common Stock is an available Plan investment. If your Account is invested in Kroger Common Stock on the record date for any cash dividend payment, then any such dividend will be credited to your Account on the dividend payment date and used to purchase additional Kroger Common Stock. Similarly, if your Account is invested in Kroger Common Stock on the record date for any stock dividend or stock split, then any such stock dividend or stock split distributed by the Company on Kroger Common Stock will be credited to your Account.

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You will have the right to vote shares of Kroger Common Stock held in your Account in connection with any meeting of the Company’s shareholders by instructing the Trustee in writing as to the manner in which to vote such shares. You or your beneficiary shall also have, with respect to any and all shares of Kroger Common Stock in your Account, the right to instruct the Trustee in writing as to the manner in which to respond to any tender or exchange offer or any other bona fide offer for the acquisition of all or a substantial portion of the Kroger Common Stock. The Trustee will in its discretion vote any shares of Kroger Common Stock for which timely instructions are not provided.

13. What reports about the Company will I receive?

If you are a new Participant in the Plan, you will receive the Company’s most recent Annual Report to Shareholders along with this Prospectus, if you have not otherwise received a copy. If, however, you have already received the Company’s latest Annual Report and wish to receive another copy, the Company will furnish you with one upon written request to the Secretary of the Company or the Committee at the address provided in Part V--Certain Other Information below.

You also may request copies of certain of the Company’s filings with the Commission as also described thereunder. In addition, each Participant will receive copies of the Company’s future annual reports to shareholders, proxy statements, and other communications sent to the Company’s shareholders generally. Reports filed by the Company may be obtained at the Commission’s public reference room at 450 Fifth Street, N.W., Washington, DC 20549. Documents may also be viewed at www.kroger.com or www.sec.gov.

14. Are there special considerations for certain Company employees?

This Prospectus will not be available for reoffers or resales of Kroger Common Stock acquired by affiliates of the Company, which may include officers and directors of the Company or its subsidiaries, upon distribution of such Kroger Common Stock held in their Accounts under the Plan. An “affiliate” is generally defined as a person that directly, or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company. Such affiliates may reoffer or resell such Kroger Common Stock only pursuant to a separate prospectus filed in accordance with the applicable rules and regulations of the Commission or pursuant to appropriate exemptions from the registration requirements of the Securities Act.

Directors and certain officers of the Company, and any beneficial owners of more than 10% of any equity security of the Company, may be liable to the Company for any profits realized for purchases and sales of securities within 6 months, pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (“Exchange Act”). In addition, the receipt of securities by these persons must be reported pursuant to Section 16(a) of the Exchange Act. These persons are encouraged to consult with the Company’s General Counsel before effecting transactions in Kroger Common Stock.

F. Other Investment Information

15. Generally how are investment earnings allocated to my Account?

Each investment fund and Kroger Common Stock will be valued at fair market value “daily” (meaning each trading day). Any net increases and decreases in the market value of the Trust Fund, including realized or unrealized investment gains and losses, investment income, and expenses of administering the Trust Fund and Plan, shall be allocated daily to your Account on a pro-rata basis. The income, gains and losses of each investment fund are allocated to your Account based on the portion of your Account invested in each such fund and further allocated to your Salary Redirection Account, Matching Account, KESOP Account, ESOP Account, After-Tax Account or Rollover Account based on that portion of your Account attributable to each such Plan account.

Your Account may also be credited with interest from periodic repayments you make on any outstanding loan balance in your Account. See Question 24.

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16. Am I required to pay any Plan administration and investment expenses?

All costs relating to your participation in, and the administration of the Plan, including any brokerage commissions or service charges, and any reimbursements to Employers, Trustees or recordkeepers for approved administrative expenses, are paid by the Plan from the balances in the investment funds, and thereby reduce your Account balance. Expenses related to each particular investment fund are charged to that investment fund.

The Plan reserves the right to charge reasonable administrative fees directly to your Account for loans, QDROs, and for certain types of distributions and withdrawals. If you have questions about the fees applicable to the Plan, contact the Plan’s Recordkeeper by calling the Plan’s toll-free telephone number or visiting the Plan’s internet site (see Question 30).

17. What reports about my Plan Account will I receive?

You will receive quarterly statements stating the value of your Account and each investment fund (including Kroger Common Stock) in which you have invested. At least once a year you will also receive a “summary annual report” containing information about the Plan.

Of course, you may also obtain information concerning your Account and funds in which you have invested by calling the Plan’s toll-free number or visiting the Plan’s internet site (see Question 30).

G. Designation of Beneficiary and QDROs

18. May I designate a beneficiary of my Account?

You may designate any person or persons to receive distribution of your Account after your death. You may also change such designation by written notice to the Committee. If you are married, however, you may not name someone other than your spouse as beneficiary unless your spouse consents in writing and the consent is acknowledged by a notary public. The forms for such designation or change in designation will be furnished by the Plan’s Recordkeeper. If neither your beneficiary nor any contingent beneficiary you name survives your death, or if no beneficiary was effectively named, your Account will be distributed in a single sum to your estate.

19. Can I assign my interest in my Account? What if I become divorced?

By law, you and your beneficiaries may not alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments or proceeds which you or they expect to receive under the Plan. Further, to the extent permitted by law, your creditors or your beneficiaries’ creditors shall not have the right or ability to attach or garnish or otherwise obtain any benefit from your Account under the Plan (at least until it is paid to you).

This limitation does not apply in the case of a Qualified Domestic Relations Order (“QDRO”), as defined in ERISA and the Code. If a QDRO is received in connection with your Account, your Account will be split according to the QDRO and the portion of your Account to be transferred to the Alternate Payee under the QDRO will be paid directly to the Alternate Payee.

In order to qualify as a QDRO, any domestic relations order received in connection with a Plan Account must comply with the Plan’s QDRO procedures. Those procedures are set forth in a separate document. If you are involved in a divorce or other domestic relations matter, please contact the Plan’s Recordkeeper for more information, including a model, pre-approved QDRO which should be used to prepare your QDRO. Your QDRO should be submitted for pre-approval prior to having it entered with the court.

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H. Withdrawals During Employment & Loans

20. May I make withdrawals during employment for hardship reasons?

You may make a cash withdrawal during employment from the available portion of your Account (see below) for a qualifying financial hardship (as defined below). You must have no other resources to satisfy the hardship, which you must certify in writing. You may not receive more than one hardship withdrawal for any Plan Year, unless the first and all subsequent withdrawals are for the payment of tuition (see (c) below). You may be required to take a loan from this Plan or other Employer plans in which you participate before you will be eligible for a hardship withdrawal.

A “qualifying financial hardship” is an immediate and heavy financial need. The Plan provides that such an immediate and heavy need exists only if the reason for such a withdrawal is one of the following:

(a) Unreimbursed, deductible medical expenses incurred by you, your spouse, or any of your tax dependents. You must provide a medical doctor’s statement of the medical expenses, together with an estimate of the uninsured costs.

(b) Your purchase (excluding mortgage payments) of a principal residence for yourself. (c) Payment of tuition for the next 12 months of post-secondary education for you or your spouse,

children, or dependents. (d) The need to prevent your eviction from your principal residence or foreclosure on the mortgage of

your principal residence. (e) Payment for burial or funeral expenses for your parent, spouse, children or dependents (as defined

under Code Section 152, and without regard to Section 152(d)(1)(B) of the Code) . (f) Expenses for the repair of damage to your principal residence that would qualify for a casualty

deduction under Code Section 165 (without regard to whether the loss exceeds 10% of your adjusted gross income).

A qualifying financial hardship may include other reasons for a withdrawal, but only those reasons which

are specifically determined to be “deemed hardships” by Treasury Regulations or formal IRS rulings.

Your hardship withdrawal also is subject to several “amount” limitations. The withdrawal must not exceed the amount necessary to meet the hardship, but the amount can be grossed up for anticipated income taxes and penalties. Next, your hardship withdrawal also must be no less than $1,000, unless it is for the payment of tuition (see (c) above).

Finally, Your hardship withdrawal cannot exceed the “available” portion of your Account, which is defined as the sum of (i) your entire Rollover Account, (ii) your Salary Redirection Account (but no earnings after December 31, 1988), (iii) your Matching Account, and (iv) your KESOP Account.

Your hardship withdrawal will be taken from your individual Plan accounts in the order determined by the Committee. Amounts withdrawn from any individual Plan account will be taken proportionately from the investments of the Account, including the investment funds and Kroger Common Stock.

All hardship withdrawals will be made in cash. Accordingly, the applicable portions of your investment funds will be liquidated and converted to cash prior to the withdrawal. Any shares of Kroger Common Stock being withdrawn will be sold and converted to cash prior to the withdrawal.

For six months following the date of any hardship withdrawal, you will be prevented from making Salary Redirection Contributions to this Plan, and from making salary redirection contributions or employee contributions to any other qualified plan sponsored by the Employers.

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If you meet the foregoing requirements for a hardship withdrawal, you may request a hardship withdrawal on the form provided by the Committee. You can obtain these forms by calling the Plan’s toll-free telephone number or visiting the Plan’s internet site (see Question 30). The Committee has the discretion to determine whether you qualify for a hardship withdrawal.

21. May I make withdrawals during employment prior to attaining age 59½?

If you are a former participant of the Fred Meyer, Inc. Savings Plan you may make a withdrawal during employment, for any reason, from amounts transferred to your After-Tax Account and your Rollover Account from the Fred Meyer Plan as of December 31, 2000. Your withdrawal must be no less than $1,000.

22. May I make withdrawals during employment upon attaining age 59½?

You may make a withdrawal from your Account during employment for any reason once you reach age 59½. An age 59½ withdrawal can be made from your Rollover Account, Matching Account, KESOP Account and Salary Redirection Account.

The withdrawal will be taken from your individual Plan Accounts in the order determined by the Committee. Amounts withdrawn from any individual Plan Account will be taken proportionately from the investments of the Account; that is, the investment funds and Kroger Common Stock.

Your age 59½ withdrawal will be made in a combination of cash and the shares of Kroger Common Stock held in your Account. Accordingly, the applicable portion of your investment funds will be liquidated and converted to cash prior to the withdrawal. You also have the right to elect a distribution paid entirely in cash, in which case the applicable shares of Kroger Common Stock held in your Account will be sold and converted to cash prior to the withdrawal.

If you elect to receive a distribution of Kroger Common Stock, you will receive a certificate for the number of shares of Kroger Common Stock withdrawn or distributed, plus cash in lieu of any fractional shares. The certificate is normally sent to you within 12 weeks after your request is received.

You may request an age 59½ withdrawal by calling the Plan’s toll-free telephone number or visiting the Plan’s internet site (see Question 30). The Recordkeeper will provide the necessary notices and other distribution disclosures and forms.

23. Am I required to receive distributions during employment upon attaining age 70½?

By law, distributions generally must commence no later than your “required beginning date,” i.e., the first day of April following the calendar year in which you attain age 70-1/2, unless you are still employed. If you remain employed with the Company after age 70-1/2, however, you may elect to postpone distribution until the April 1 of the year following the year in which you terminate employment.

Your required beginning date distributions will be made generally in the same manner as distributions upon your termination of employment. See Questions 25-26. Participants who attain age 70½ and who are still employed continue to be eligible to have Salary Redirection Contributions made on their behalf and continue to share in any Matching Contributions made to the Plan.

24. May I take a loan from my Account?

Loans from the Plan are administered in accordance with a loan policy adopted by the Committee. You may request a copy of the loan policy by contacting the Plan’s Recordkeeper. The general terms of the loan policy are summarized below.

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You may take a loan from the available portion of your Account (see below) for any reason. No more than one loan may be made to you in any Plan Year, and you may not have more than one loan outstanding at any time. You must wait 90 days after your loan is paid off before applying for a new loan. The Committee may prescribe other limitations and guidelines for loans.

Your loan is also subject to several “amount” limitations. The minimum loan amount is $1,000. Further, regardless of the available portion of your Account (see below), your loan cannot exceed the lower of the following amounts:

(a) 50% of the available portion of your Account. (b) $50,000, minus your highest outstanding loan balance over the last 12 months. The “available” portion of your Account is defined as the sum of (i) your entire Rollover Account, (ii) your

entire Salary Redirection Account, (iii) your Matching Account, and (iv) your KESOP Account. (However, if you are a union employee employed in the Louisville Marketing Area or the Mid-Atlantic Marketing Area, you will only be permitted to receive a loan from the portion of your account specified in the Company’s agreement with the union.)

Amounts loaned will be withdrawn proportionately from the investments of your Account; that is, your investment funds and Kroger Common Stock.

All loans will be made in cash. Accordingly, the applicable portions of your investment funds will be liquidated and thereby converted to cash prior to the loan. Any applicable shares of Kroger Common Stock held in your Account will be sold and thereby converted to cash prior to the loan.

All loans will be secured by your Account, and the Committee and the Trustee may require other collateral. Subject to applicable law, the Committee will determine on a quarterly basis the interest rate applicable to all such loans made during the calendar quarter. The maximum repayment term is four years, or six years if the loan is used to acquire your principal residence. You will have to pay loan origination fees or ongoing loan administration fees and expenses for your loan.

You must authorize the Employer to deduct repayments from your compensation through payroll withholding, and such repayment amount may not be less than $10.00 per week. Prepayments are allowed without premium or penalty. If a distribution becomes payable to you while a loan is outstanding, the Trustee may treat the loan as being in default, thereby accelerating the loan and requiring you to repay the full outstanding balance of the loan. If you fail to repay the loan, you will be deemed to have received a distribution equal to the outstanding balance of the loan.

You may request a loan by calling the Plan’s toll-free telephone number or visiting the Plan’s internet site (see Question 30). You will be provided with the necessary forms and disclosures to effect the loan.

I. Distribution Upon Termination of Employment, Death

25. Will my Account be distributed when I terminate employment?

Your Account becomes distributable to you upon the termination of your employment due to retirement, Disability, or for any other reason. You generally will be entitled to receive the balance of your Account, which is valued daily.

Small Benefits. If your Account balance is less than $1,000 upon your termination of employment, your Account balance will be distributed to you directly in the form of a lump sum payment (see below). If your Account balance is greater than $1,000 but does not exceed $5,000 upon your termination of employment, your Account balance will be distributed in the form of a direct rollover to an individual retirement plan/arrangement (an “IRA”) designated by the Committee, unless you elect to receive your Account balance directly or to rollover your Account

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balance to another IRA or an eligible retirement plan. The IRA provider will invest your Account balance in a type of investment designed to preserve principal and provide a reasonable rate of return and liquidity. The IRA provider will charge your account for any expenses associated with the establishment and maintenance of the IRA and with IRA investments. You may transfer the IRA funds, at any time and without costs, to any other IRA you choose. You may contact the Plan’s Recordkeeper for further information regarding the Plan’s automatic rollover provisions, the IRA provider, and the fees and expenses associated with the IRA.

Regular Benefits. If your Account balance exceeds $5,000, you may either request a distribution at any time or postpone distribution by simply not making such a request. In any event, however, distributions to you generally must commence no later than your “required beginning date”, i.e., the first day of April following the calendar year in which you attain age 70½, unless you continue working for the Company.

Please note: You should make sure the Company has your current address at all times. If you become eligible to receive a distribution and the Committee is unable to locate you, the Plan will forfeit your Account and/or you may lose the right to future interest, earnings or changes in value of your Account which would otherwise accrue. However, you will still be entitled to receive the value of any forfeited balance of your Account if you later notify the Committee of your address.

26. How will my Account be distributed upon my termination of employment?

If your Account balance is $5,000 or less, you will receive your distribution in the form of a lump sum payment. If your Account exceeds $5,000, you may elect to receive your distribution in either a lump sum payment or in annual or monthly installments. You may also have the right to make periodic withdrawals from your Account, as described below.

Lump Sum Payment. If your Account is paid in the form of a lump sum cash payment, all your investment funds, including any Kroger Common Stock held in your Account, will be liquidated and converted to cash. If part of your Account is invested in Kroger Common Stock, then you also have the right to elect a distribution paid partly in cash and partly in Kroger Common Stock.

If you elect to receive a distribution of the Kroger Common Stock allocated to your Account, you will receive a certificate for the number of shares of Kroger Common Stock distributed, plus cash in lieu of any fractional shares. (See Question 28).

Installment Payments. If you elect to have your Account paid in installments, you can elect either annual or monthly installments. You can elect an installment period of whatever you wish, but no longer than your life expectancy or the joint and last survivor expectancy of you and your designated beneficiary. The installment payments will be in substantially equal amounts over the installment period you selected.

Generally, your installment payments will be made in cash (that is, a check or direct transfer of funds). At the time of each installment, a pro-rata portion of each investment fund held in your Account will be sold to pay the installment.

However, if your Account is invested in Kroger Common Stock, and if you elect annual installments, you may choose to have your installments be made proportionately in cash and in shares of Kroger Common Stock. In that case, a pro-rata portion of each investment fund (other than Kroger Common Stock) held in your Account will be sold to pay the installment, and a certificate for the appropriate number of shares of Kroger Common Stock will be issued to you. Cash will be paid to you in lieu of any fractional shares.

Please see Questions 10-16 concerning the available investment funds. You will continue to be able to reinvest your Account while receiving installment payments in the available investment funds.

Periodic Withdrawals for Participants who Terminate Employment. If your Account Balance is $5,000 or more after you terminate employment, you may elect to take one or more partial distributions from your Account. Each partial distribution will be taken proportionately from your individual Plan Accounts and proportionately from

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the investments of the Account; that is, the investment funds and Kroger Common Stock. Accordingly, the applicable portion of your investment funds will be liquidated and converted to cash prior to the distribution. You also have the right to elect a distribution entirely in cash , in which case the applicable shares of Kroger Common Stock held in your Account will be sold and converted to cash prior to the distribution.

You may request a partial distribution by calling the Plan’s Recordkeeper at the Plan’s toll-free telephone number or visiting the Plan’s internet site. (See Question 30). The Recordkeeper will provide the necessary notices and other distribution disclosures and forms.

27. What if I die before my Account is distributed?

If you die during employment or otherwise before distribution of your Account commences, your Account will become distributable as if you had terminated employment (see Questions 25-26), except that your Account will be payable to your beneficiary (see Question 18).

If your Account does not exceed $5,000, your beneficiary will receive a lump sum payment of your Account. If your Account exceeds $5,000, your beneficiary may either request a distribution or postpone distribution. However, the distribution of your Account to your beneficiary by law must be completely made to your beneficiary within five years after your death, unless either of the following is the case:

(a) Your designated beneficiary is your spouse, in which case distribution must commence no later than the time you would have attained age 70½; or

(b) Your designated beneficiary is another individual (such as a parent, child, etc.), in which case

distribution must commence no later than one year after your death. The distribution must be made in either of the Plan’s two general distribution options (see Question 26);

that is, a lump sum payment or installment payments. In the case of a distribution under (a) or (b) above, the distribution need not be completed within five years, but generally may not be made over a period longer than your beneficiary’s life expectancy.

If you die after distribution has commenced (for example, if you have elected installment payments), your Account will continue to be distributed in the same manner, so long as it is distributed at least as rapidly as it was before your death.

If you have any outstanding loans from the Plan at the time of your death, your estate (or possibly your beneficiary) will be deemed to have received a distribution equal to the outstanding balance of the loan, thereby causing the loan to be a taxable distribution.

28. What happens if I receive Kroger Common Stock?

If you (or your beneficiary) elect to receive a distribution of Kroger Common Stock, you will receive a certificate for the number of shares of Kroger Common Stock withdrawn or distributed plus cash for any fractional shares. The certificate is normally sent to you within 12 weeks after your request is received.

For most Participants (and beneficiaries), there will be no restrictions on your right to sell your shares of Kroger Common Stock once you have received stock certificates. (See Question 14 for a special rule applying to certain Participants.) You can sell your shares through any stockbroker. You will be responsible for the commissions or other charges incurred upon your sale of the Kroger Common Stock.

However, before selling shares, you (or your beneficiary) should review the tax consequences of any such sale with your tax advisor. Certain information concerning federal income tax consequences is included in Appendix B -- Certain Federal Income Tax Consequences.

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29. What are the federal income tax consequences of distributions from the Plan?

Appendix B -- Federal Income Tax Consequences -- contains a summary of certain federal tax consequences of participation in the Plan and distributions from the Plan. This summary is included only for your general information and is not a complete description of all possible federal tax consequences to you. Further, tax consequences may vary depending upon your individual situation. Moreover, this summary does not cover any state or local tax consequences.

The tax laws in this area are extremely complex, and are subject to periodic change. You should discuss with a qualified tax advisor any specific questions you have regarding the tax consequences of your participation in the Plan and, particularly, your receipt of distributions from the Plan.

J. Administration of the Plan

30. How is the Plan administered?

The Company is responsible for the operation and administration of the Plan, although it may delegate certain of its rights and obligations under the Plan. The Company has delegated certain of these rights and obligations to the Committee, the Recordkeeper, and the Trustee.

The Committee. The Committee, consists of three or more persons who are appointed by the Chief Executive Officer of the Company. No compensation is paid to members of the Committee in their capacity as such. Members of the Committee serve until resignation, death or removal by the Company, with or without cause, and vacancies are filled by the Chief Executive Officer of the Company. The address and telephone number of the Committee are as follows: Administrative Committee for The Kroger Co. Savings Plan, c/o The Kroger Co., 1014 Vine Street, Cincinnati, Ohio 45202, telephone number (513) 762-4000,

The Committee is responsible for the evaluation and selection of investment funds to be made available for Participant and beneficiary investment direction, appointing, removing or replacing investment managers of the Trust Fund and directing the Trustee with respect to all or a designated portion of the assets of the Trust Fund. This authority includes the power to direct the Trustee to purchase or sell shares of designated mutual funds or insured investment vehicles and the power to designate investment funds. The Committee also may, in its discretion, direct the Trustee, or employ an investment manager to direct the Trustee, with respect to all or a designated portion of the assets in the Trust Fund.

The Committee’s responsibilities also include administering and interpreting the Plan, keeping records of individual Participants’ benefits and notifying Participants annually of the amounts of their benefits. Under the terms of the Plan, the Committee has the sole and absolute discretionary authority to interpret and construe the Plan and determine all questions of interpretation arising under the terms of the Plan concerning benefits under the Plan, including but not limited to determining eligibility of employees and the amount of benefits to which you or your beneficiaries may be entitled. Any disbursements by the Trustee, except for ordinary expenses of administration of the Trust Fund or the reimbursement of reasonable expenses at the direction of the Company, must be made in accordance with the written directions of the Committee. Any decision made by the Committee regarding the Plan must be made in a uniform, equitable and nondiscriminatory manner.

The Recordkeeper. The primary duties of the Recordkeeper are to maintain and update Participants’ account records, to reconcile daily with the Trust Fund, and to take direction from Participants with respect to transactions in their Accounts. As of the date of this document, the Recordkeeper’s toll-free telephone number for Plan participants is: 1-800-2-KROGER (1-800-257-6437). The Plan’s internet site is www.benefits.ml.com.

Claims Procedure. The Committee has the authority to determine whether any application for benefits under the Plan is to be honored, based on its interpretation of the Plan document and review of all facts necessary to establish the right of an applicant to such benefits. The Committee will notify the applicant in writing of any adverse decision regarding his or her claim for benefits within 90 days after the claim was submitted, which notice will specify the reasons for the denial of the claim. If such notice of denial is received, or if no notice is received by the applicant within the 90-day period, the Participant has the right to appeal the denial of the claim within by filing

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a notice of appeal with the Committee within 60 days. Upon appeal, the applicant will be given reasonable notice of any hearing on his or her claim and have the opportunity to be present and be heard, may request in writing that the Committee review the denial, may review pertinent documents and may submit issues and comments in writing. Decisions on appeal are generally made within 60 days after the appeal was made. The Committee’s decision will be final and binding.

The Trustee. The Trustee of the Trust Fund is Merrill Lynch Trust Company, which as Trustee holds the assets of the Trust Fund established under the Plan. The Trustee invests the Trust Fund pursuant to Participant and beneficiary investment direction and as otherwise directed by the Committee. The Trustee’s powers, duties and responsibilities are provided in The Kroger Co. Savings Plan Trust Agreement, and are also governed by ERISA.

The Trustee must vote Kroger Common Stock allocated to Participant Accounts as directed by Participants and beneficiaries, and must comply with Participants’ directions regarding tender or exchange offers, in either case to the extent not inconsistent with the Trustee’s own fiduciary responsibilities under ERISA.

The Trustee is not obligated to determine the amount of benefits due to Participants or beneficiaries, or to keep any records regarding an individual Participant’s interests in the Trust Fund, but shall be required to distribute to Participants such amounts as the Committee directs by way of written instructions. The Trustee has no liability to the Employer, the Committee or to any other person in making such distributions and has no obligation to determine the identity or mailing address of a Participant, or beneficiary, beyond what is provided by the Committee.

The Trustee serves until resignation, death or removal by the Company. Upon such resignation, death or removal, the Company shall appoint and designate a new Trustee.

K. Amendment and Termination of the Plan

31. May the Plan be amended?

The Company may modify, alter or amend the Plan at any time, provided that no such amendment may deprive you of any portion of your Account balance, eliminate or reduce an early retirement benefit or a retirement-type subsidy, eliminate an optional form of benefit, or authorize or permit any part of the funds held under the Plan to be used for, or diverted to, purposes other than the payment of Plan expenses, or the payment of benefits to Participants and their beneficiaries.

32. How long will the Plan remain in effect?

The Plan will remain in effect until it is terminated as to an Employer by action of the Board of Directors of such Employer. In the event the Plan is terminated as to an Employer, the Committee shall value the Trust Fund as of the date of termination, and your Account will, at the determination of the Committee, either continue to be administered as part of the Trust Fund, be transferred to another qualified plan, if any, of the Employer, or be distributed in a lump-sum payment to you or your beneficiaries.

Your Plan benefits may not be reduced as the result of any merger or consolidation of the Plan with another plan, or the transfer of assets or liabilities from the Plan to another plan, or to the Plan from another plan.

33. Is the Plan subject to ERISA?

The Plan, as an employee pension benefit plan, is subject to Title I of ERISA and the regulations issued under ERISA by the Secretary of Labor and the Secretary of the Treasury. Title I of ERISA contains protective provisions governing employee pension benefit plans, such as those relating to reporting and disclosure, participation and vesting, minimum funding, fiduciary responsibility and enforcement of rights. The Plan is a “defined contribution plan,” not a “defined benefit plan,” and therefore is not subject to the minimum funding standards of ERISA contained in Title I of ERISA, nor the plan termination insurance provisions of Title IV of ERISA. Therefore, benefits under the Plan are not insured by the Pension Benefit Guaranty Corporation.

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III. ERISA STATEMENT OF RIGHTS

As a Participant of The Kroger Co. Savings Plan, you are entitled to certain rights and protections under ERISA. ERISA provides that all Participants shall be entitled to:

Receive Information About Your Plan and Benefits

* Examine, without charge, at the Committee’s office and at other specified locations, such as worksites and union halls, all documents governing the Plan, including insurance contracts and collective bargaining agreements, and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Pension and Welfare Benefit Administration.

* Obtain, upon written request to the Committee, copies of documents governing the operation of the Plan, including insurance contracts and collective bargaining agreements, and copies of the latest annual report (Form 5500 Series) and updated summary plan description. The administrator may make a reasonable charge for copies of any document other than the Plan’s annual report, copies of which will be provided without charge.

* Receive a summary of the Plan’s annual financial report. The Committee is required by law to furnish each Participant with a copy of this summary annual report.

* Obtain a statement telling you whether you have a right to receive a pension at Normal Retirement Age (age 65) and if so, what your benefits would be at Normal Retirement Age if you stop working under the Plan now. If you do not have a right to a pension, the statement will tell you how many more years you have to work to get a right to a pension. This statement must be requested in writing and is not required to be given more than once every twelve (12) months. The Plan must provide the statement free of charge.

Prudent Actions by Plan Fiduciaries

In addition to creating rights for Plan participants ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate your Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer, your union, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a pension benefit or exercising your rights under ERISA.

Enforce Your Rights

If your claim for a pension benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Committee to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court. In addition, if you disagree with the Plan’s decision or lack thereof concerning the qualified status of a domestic relations order, you may file suit in federal court. If it should happen that Plan fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

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Assistance with Your Questions

If you have any questions about your Plan, you should contact the Committee. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Committee, you should contact the nearest office of the Pension and Welfare Benefits Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Pension and Welfare Benefits Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Pension and Welfare Benefits Administration.

IV. PERIODIC REPORTS TO STOCKHOLDERS

The Company furnishes its stockholders with Annual Reports, proxy statements and audited financial statements. Copies of these documents, and any other communications sent to the Company’s stockholders generally, also will be furnished to all Participants in the Plan who elect to have their Accounts invest in Kroger Common Stock.

V. CERTAIN OTHER INFORMATION

The Company has filed with the Commission under the Securities Act a Registration Statement on Form S-8 with respect to the Kroger Common Stock offered under the Plan. This Prospectus does not contain all the information set forth in the Registration Statement, certain portions of which have been omitted pursuant to the rules and regulations of the Commission. The documents set forth below are incorporated by reference in the Registration Statement and hereby incorporated herein by reference.

The Company will provide without charge to any person to whom this Prospectus is delivered, including any beneficial owner, upon written or oral request, a copy of any or all documents incorporated herein by reference (other than certain exhibits to such documents), the latest annual report for the Plan (Form 5500 series) and the most recent Annual Report to Stockholders of the Company, or a document containing comparable information. Written or telephone requests should be directed to: General Counsel, The Kroger Co., 1014 Vine Street, Cincinnati, Ohio 45202, telephone number (513) 762-4000.

1. Annual Report on Form 10-K for the fiscal year ended January 28, 2006.

2. All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Form 10-K referred to above.

3. The description of Kroger Common Stock contained in the Company’s registration statement filed pursuant to Section 12 of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.

Documents may also be viewed at www.kroger.com or www.sec.gov.

All documents filed by the Company after the date of the Registration Statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all Kroger Common Stock offered hereby has been sold or which withdraws from registration such Kroger Common Stock then remaining unsold, shall be deemed to be incorporated in the Registration Statement by reference and to be a part in a document incorporated or deemed to be incorporated by reference in the Registration Statement shall be deemed to be modified or superseded for purposes of the Registration Statement to the extent that a statement contained therein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in the Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Registration Statement.

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APPENDIX A GENERAL DESCRIPTION OF PLAN INVESTMENTS

1. ERISA §404(c) Compliance Statement

(a) Intent to Comply with ERISA §404(c) The Plan is intended to constitute a plan described in section 404(c) of ERISA and Title 29 of Code of

Federal Regulations §2550.404c-1, such that the fiduciaries of the Plan may be relieved of liability for any losses which are the direct and necessary result of investment instructions given by a Participant or beneficiary.

Note: This Appendix is authorized for distribution only when preceded or accompanied either by a current prospectus for each investment fund which is a mutual fund or by appropriate disclosure materials for each other investment fund or investment. You should read the prospectuses and all available materials before you invest.

(b) Investment Alternative Descriptions Investment Funds. The following is a description of the investment funds currently available under the

Plan and, with respect to each investment fund, a general description of the investment objectives and risk and return characteristics of each such investment fund, including information relating to the type and diversification of assets comprising the portfolio of the investment fund, together with an identification of any designated investment manager of the investment fund:

(1) Fixed Income Fund. This investment option's objective is to preserve your principal investment and generate a stable rate of return. This investment option invests in a diversified portfolio of fixed-income investments: bonds which are primarily U.S. government agency and corporate issues of investment grade quality and other securities which are held within contracts that help stabilize the value of the portfolio.

(2) BlackRock Basic Value Fund, Inc. (Class I Shares). (formerly Merrill Lynch Basic

Value Fund, Inc.) The investment objective of the Fund is to seek capital appreciation and, secondarily, income by investing in securities that management of the Fund believes are undervalued and therefore represent basic investment value. The Fund invests primarily in common stocks of U.S. companies. The Fund may also invest in foreign securities. The Fund focuses on companies with market capitalizations of over $5 billion. The Fund may be appropriate for long-term investors who are willing to accept changes in the value of their investments due to the regular fluctuations of stock prices.

(3) BlackRock Fundamental Growth Fund, Inc. (Class I Shares). (formerly Merrill Lynch

Fundamental Growth Fund, Inc.) The investment objective of the Fund is to seek long-term growth of capital. The fund tries to achieve its objective by investing primarily in a portfolio of common stocks of U.S. companies that Fund management believes have shown above-average growth rates in earnings over the long-term. The Fund may be appropriate for long-term investors who are willing to accept changes in the value of their investments due to the regular fluctuations of stock prices.

(4) BlackRock Global Allocation Fund, Inc. (Class I Shares). (formerly Merrill Lynch

Global Allocation Fund, Inc.) The investment objective of the Fund is to provide high total investment return through a fully managed investment policy utilizing U.S. and foreign equity, debt and money market securities, the combination of which will be varied from time to time both with respect to types of securities and markets in response to changing market and economic trends. The Fund may be appropriate for long-

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term investors who are willing to accept the increased risks of international investing or the additional opportunities and diversification provided by these investments.

(5) Merrill Lynch Equity Index Trust. (Tier 13) This is a collective trust maintained by

Merrill Lynch Bank USA to which Merrill Lynch Investment Managers, L.P. provide nondiscretionary investment advice. The Trust seeks to provide investment results that, before expenses, replicate the total return of the Standard & Poor’s 500 Composite Stock Price Index (S&P 500® Index). In seeking to match the performance of the S&P 500 Index, management generally will allocate investments among common stocks in approximately the same weighting as the index.

(6) Merrill Lynch Small Cap Index Trust. (Tier 7) The Trust is a collective trust that seeks to

provide investment results that, before expenses, replicate the total return of the Russell 2000 Index. The Index is composed of approximately 2,000 smaller-capitalization common stocks from various industrial sectors. In seeking this objective, Trust management may choose not to allocate investments among all of the common stocks in the Index or in the same weightings as the Index. Instead, the Trust may invest in a statistically selected sample of the stocks included in the Russell 2000 and other types of financial instruments. The Trust may be appropriate for long-term investors who are willing to accept the increased volatility associated with stocks of small-capitalization companies.

(7) Merrill Lynch International Index Trust. (Tier 5) This is a collective trust maintained by

Merrill Lynch Trust Company, to which Merrill Lynch Investment Managers, L.P. provide nondiscretionary investment advice. The Trust seeks to provide investment results that, before expenses, replicate the total return of the Morgan Stanley Capital International EAFE (Europe, Australasia and Far East) Index. The index includes equity securities of companies within various industries whose primary trading markets are located outside the U.S., including Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy, Japan, Malaysia, The Netherlands, New Zealand, Norway, Singapore, Spain, Sweden, Switzerland and the United Kingdom. The securities in the Index are among the large-capitalization companies in these markets. In seeking this objective, Trust management may choose not to allocate investments among all of the countries or all of the companies within a country represented in the index. Instead, the Trust may invest in a statistically selected sample of equity securities included in the MCSI EAFE Index and other types of financial instruments.

(8) Templeton Foreign Fund (Advisor Class Shares). The Fund’s investment goal is long-

term capital growth. Under normal market conditions, the Fund invests primarily in the equity securities of companies located outside the U.S., including emerging markets. The Fund may be appropriate for long-term investors who are willing to accept the increased risks of international investing for the additional opportunities and diversification provide by these investments.

(9) Van Kampen Emerging Markets Fund. (Class A Shares) The Fund’s investment

objective is to seek to provide long-term capital appreciation by investing primarily in equity securities of emerging country issuers. The Fund may invest up to 35% of its total assets in debt securities, including up to 10% of its total assets in lower-grade debt securities (commonly referred to as “junk bonds”) which involve special risks. The Fund may be appropriate for long-term investors who are willing to accept the increased risks of international investing for the additional opportunities and diversification provided by these investments.

(10) Laudus Rosenberg U.S. Small Cap Fund (Investor Share Class). The Fund seeks a return

(capital appreciation and current income) greater than that of the Russell 2000® Index. The Fund invests primarily in the common stocks of smaller companies that are traded principally in the markets of the United States ("U.S. Small Capitalization Companies"). Under normal circumstances, the Fund will invest at least 80% of its net assets in securities of U.S. Small Capitalization Companies. The Fund may be appropriate for long-term investors who are willing to accept the increased volatility associated with stocks of small-capitalization companies.

(11) Merrill Lynch Mid-Cap Index Trust. (Tier 2) This is a collective trust that seeks to match

the performance of the S&P 400 MidCap 400® Index (the “S&P 400”) as closely as possible before the

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deduction of Fund expenses. The S&P 400 is a market-weighted index composed of 400 common stocks issued by middle-capitalization U.S. companies in a wide range of businesses. In addition to stocks in the index, the Fund also invests in futures contracts and other instruments correlated with the index. Investments in mid-sized and smaller companies may involve greater risks than those of larger, more well-known companies. The Fund may be appropriate for long-term investors who are willing to accept the increased volatility associated with stocks of medium-capitalization companies.

(12) Kroger Common Stock. Kroger Common Stock gives you an opportunity to share in the

ownership of your Company, with the potential for capital appreciation. This option is a single stock investment. As there are no other forms or types of investments in this option, the value of the stock stands on its own. Because this option is a single stock investment, it generally carries more risk than do the mutual funds offered through the Plan. Note: a commission is charged on purchases or sales of Kroger Common Stock.

(13) GoalManager Model Portfolios. There are four GoalManager Model Portfolios available

in the Plan. Each model portfolio has its own objective as noted in the descriptions that follow. Individual investment options may or may not have the same objective and may be subject to more or less risk than the model’s objective. NOTE: EFFECTIVE JANUARY 1, 2007, GOAL MANAGER MODEL PORTFOLIOS WILL NOT BE AVAILABLE FOR NEW INVESTMENTS.

(i) Conservative Model. This model invests 80% of its assets in the stable value option and

20% in stock funds. The primary objective is to seek to maintain the value of your investment. An investor accepts the possibility of lower-than-average potential returns in order to minimize the risk of principal loss.

(ii) Moderate Model. This model invests 60% of its assets in the stable value option and

40% in stock funds. The primary investment objective is to seek a balance between income and growth. An investor accepts some risk to help achieve growth of principal, while still requiring current income.

(iii) Aggressive Model. This model invests 40% of its assets in the stable value option and

60% in stock funds. The primary investment objective is to seek above-average potential returns over a number of years. An investor accepts the possibility of higher-than-average price volatility in order to help achieve growth of principal.

(iv) Highly Aggressive Model. This model invests 20% of its assets in the stable value option

and 80% in stock funds. The primary investment objective is to seek above-average potential returns over a number of years. It therefore has the highest risk and anticipated return of the model portfolios.

(14) Retirement Date Funds. Retirement Date Funds. This investment option is a series of

custom funds established for the Plan. Although these investment options are referred to as “Funds,” the designation “Fund” is for reference only. AllianceBernstein L.P. provides the asset allocation for each fund, while Mercer Investment Consulting, Inc. selects the investment managers that implement the asset allocation for the Retirement Date Funds. Merrill Lynch will provide fund accounting services. Both AllianceBernstein L.P. and Mercer Investment Consulting, Inc. are registered Investment Advisors.

(i) AllianceBernstein L.P. (AllianceBernstein) is a research-driven organization that delivers

to clients around the world investment services in key asset classes. It offers a full array of investment products, both global and local, in every major market. As of June 30, 2006 the firm had $625 billion in assets under management. AllianceBernstein is recognized as a leading provider of customized retirement date funds.

(ii) Mercer Investment Consulting is an institutional investment consulting firm that has

assisted large corporate clients in the selection and monitoring of their employee retirement plan investments for nearly forty years. Mercer has served as Kroger's defined contribution plan consultant for the past decade.

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Each Fund’s primary objective is to provide an appropriate asset mix for a participant given the participant's age and years until retirement. In order to balance investment risk with inflation risk and longevity risk, a higher percentage of the Funds directed toward younger participants is invested in equity investments, while those Funds directed toward participants close to or in retirement have a small portion of their assets invested in equities. The underlying assets consist of mutual funds and collective trusts, most of which are available as individual investment options in the Plan. Asset allocations are adjusted quarterly.

The thirteen current Retirement Date Funds offered are:

Retirement Date Fund 2050 Retirement Date Fund 2045 Retirement Date Fund 2040 Retirement Date Fund 2035 Retirement Date Fund 2030 Retirement Date Fund 2025 Retirement Date Fund 2020 Retirement Date Fund 2015 Retirement Date Fund 2010

Post Retirement Date Fund 2005 Post Retirement Date Fund 2000 Post Retirement Date Fund 1995 Post Retirement Date Fund 1990

(c) Participant Investment Instructions

The following is an explanation of the circumstances under which Participants and beneficiaries may give investment instructions and an explanation of any specific limitations on such instructions under the terms of the Plan, including any restrictions on transfers to or from an investment fund or other available investment, and any restrictions on the exercise of voting, tender and similar rights appurtenant to a Participant’s or beneficiary’s investment in an investment fund:

(1) Investment Elections. Participants and beneficiaries may invest and reinvest their Accounts in any configuration of percentages or by transferring whole dollars or shares among the investment funds or Kroger Common Stock. Participants and beneficiaries may elect to invest in one or more of the investment funds or in Kroger Common Stock in increments determined from time to time by the Committee. Participants or beneficiaries who fail to designate any particular investment shall have all amounts be invested in the Retirement Date Fund designated by the Committee, based on your date of birth (or a similar fund, as determined by the Committee).

(2) Investment Procedures. Subject to any limitations imposed on transactions involving

Kroger Common Stock under the Company’s securities trading policy or by applicable law, you may change investment elections among the Plan’s investment funds and Kroger Common Stock by calling the Plan’s toll-free telephone number, 1-800-257-6437 or 1-800-2-KROGER or visiting the Plan’s internet site (www.benefits.ml.com). For any trading day, you must call the number or visit the internet site by 3:00 p.m., Eastern Standard Time, to effect the change for the current trading day. A written confirmation of the change will be sent to the Participant or beneficiary confirming the transaction. Please see Appendix C for a special notice about your right to diversify your Plan investment in Kroger Common Stock.

(3) Future Contributions. Subject to any limitations imposed on transactions involving

Kroger Common Stock under the Company’s securities trading policy or by applicable law, you may change investment elections for future Contributions by calling the Plan’s toll-free telephone number or visiting the Plan’s internet site (www.benefits.ml.com). The change will be effective with your next payroll contribution.

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(d) Transaction Fees

The following is a description of any transaction fees and expenses which affect your Account balance in connection with purchases or sales of interests in investment alternatives (e.g., commissions, sales loads, deferred sales charges, redemption or exchange fees):

(1) Waived Fees. Other than commissions on purchases and sales of Kroger Common Stock, you will not be required to pay transaction fees and expenses (for example, commissions, sales loads, deferred sales charges, redemption or exchange fees) in connection with purchases or sales of the Plan’s investment alternatives, Please refer to the Prospectuses (or applicable reports) for the various investment funds for the application of charges and expenses of the particular investment fund.

(2) Plan Administration Expenses. All costs relating to your participation in, and the

administration of the Plan, including any brokerage commissions or service charges, and any reimbursements to Employers, Trustees or recordkeepers for approved administrative expenses, are paid by the Plan from the balances in the investment funds and thereby reduce your earnings. Expenses related to each particular investment fund or investment (for example, commissions on purchases and sales of Kroger Common Stock) are charged to that investment. Your Account may also be charged directly for the cost of certain distributions and other payments.

(e) Plan Fiduciary

The following are the names, addresses, and phone numbers of the Plan fiduciaries (and, if applicable, the person or persons designated by the Plan fiduciary to act on his behalf) responsible for providing the information required under ERISA and the Department of Labor regulations which may be obtained on request:

(1) Plan Fiduciary, Plan Administrative Committee, c/o The Kroger Co., 1014 Vine Street, Cincinnati, Ohio, 45202-1100, (513) 762-4000.

(2) Plan Fiduciary, Plan Trustee, Merrill Lynch Trust Company, 1400 Merrill Lynch Drive,

Pennington, New Jersey, 08534, (800) 257-6437. (3) Designated Person, Merrill Lynch, Pierce, Fenner & Smith Incorporated, 1400 Merrill

Lynch Drive, Pennington, New Jersey, 08534, (800) 257-6437.

(f) Employer Securities--Kroger Common Stock

The following is a description of the procedure established to provide for the confidentiality of information relating to the purchase, holding and sale of employer securities, and the exercise of voting, tender and similar rights, by participants and beneficiaries, and the name, address and phone number of the Plan fiduciary responsible for monitoring compliance with the procedures:

(1) Purchase, Holding and Sale. Participants and beneficiaries may purchase and sell Kroger Common Stock as part of their investment elections by calling the Recordkeeper of the Plan, Merrill Lynch, Pierce, Fenner and Smith, Incorporated, using the Plan’s toll-free telephone number, 1-800-257-6437 or 1-800-2-KROGER, or by visiting the Plan’s internet site (www.benefits.ml.com).

(2) Voting, Tender Rights, Etc. Participants and beneficiaries vote their shares of Kroger

Common Stock through proxies sent by Bank of New York, and other independent transfer agents, and by returning signed proxies as instructed.

(3) Plan Fiduciary. The Plan Fiduciary responsible for matters relating to Kroger Common

Stock is the Plan Administrative Committee, c/o The Kroger Co., 1014 Vine Street, Cincinnati, Ohio, 45202-1100, (513) 762-4000.

This document is being provided by your employer. Merrill Lynch has not reviewed nor participated in the creation of the information contained herein.

http://www.benefits.ml.com/

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2. ERISA §404(c) General Disclosures

The Plan is intended to constitute a plan described in section 404(c) of ERISA and Title 29 of Code of Federal Regulations §2550.404c-1. As required under Section 404(c) the following information and disclosures relating to the Plan’s investment funds and, where applicable, Kroger Common Stock, will be independently provided to Participants and beneficiaries:

(a) Prospectus

In the case of an investment fund which is subject to the Securities Act of 1933, and in which the Participant or beneficiary has no assets invested, immediately following the Participant’s or beneficiary’s initial investment, a copy of the most recent prospectus will be provided to the Participant or beneficiary. This condition will be deemed satisfied if the Participant or beneficiary has been provided with a copy of such most recent prospectus immediately prior to the Participant’s or beneficiary’s initial investment in such alternative.

Note: Additional copies of the Prospectuses (or other applicable reports) are available by calling the Plan’s toll-free number: 1-800-2-KROGER (i.e., 1-800-257-6437) or visiting the Plan’s internet site (www.benefits.ml.com).

(b) Information Concerning Voting and Tender Rights

Subsequent to an investment in an investment fund, any materials provided to the Plan relating to the exercise of voting, tender or similar rights which are incidental such investment fund, to the extent that such rights are passed through to Participants and beneficiaries under the terms of the Plan, as well as a description of or reference to Plan provisions relating to the exercise of voting, tender or similar rights. Currently, the following voting, tender or similar rights are available under the Plan:

(1) Investment Funds. Under the terms of both the Plan and the Plan’s Trust Agreement, except for any investment fund consisting of Kroger Common Stock, Participants and beneficiaries have no right to vote the shares of any investment fund, or otherwise exercise tender or similar rights with respect to an investment fund.

(2) Kroger Common Stock. Under the terms of the Plan and the Plan’s Trust Agreement,

Participants and beneficiaries have the right to vote shares of Kroger Common Stock held in their Accounts in connection with any meeting of the Company’s shareholders by instructing the Trustee in writing as to the manner in which to vote such shares. Participants and beneficiaries also have, with respect to any and all shares of Kroger Common Stock, the right to instruct the Trustee in writing as to the manner in which to respond to any tender or exchange offer or any other bona fide offer for the acquisition of all or a substantial portion of the Kroger Common Stock.

(c) Certain Investment Information

Participants and beneficiaries are provided by the identified Plan fiduciary (or a person or persons designated by the Plan fiduciary to act on his behalf), either directly or upon request, the following information, which shall be based on the latest information available to the Plan:

(1) A description of the annual operating expenses of each investment fund (e.g., investment management fees, administrative fees, transactions costs) which reduce the rate of return to Participants and beneficiaries, and the aggregate amount of such expenses expressed as a percentage of average net assets of the investment fund;

(2) Copies of any prospectuses, financial statements and reports, and of any other materials

relating to the investment funds available under the Plan, to the extent such information is provided to the Plan;

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(3) A list of the assets comprising the portfolio of each investment fund which constitute Plan assets within the meaning of 29 CFR §2510.3-101, the value of each such asset (or the proportion of the investment fund which it comprises), and, with respect to each such asset which is a fixed rate investment contract issued by a bank, savings and loan association or insurance company, the name of the issuer of the contract, the term of the contract and the rate of return on the contract;

(4) Information concerning the value of shares or units in investment funds available to

Participants and beneficiaries under the Plan, as well as the past and current investment performance of such investment fund, determined, net of expenses, on a reasonable and consistent basis; and

(5) Information concerning the value of shares or units in investment funds held in the

Account of the Participant or beneficiary.

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THE KROGER CO. SAVINGS PLAN PROSPECTUS/SUMMARY PLAN DESCRIPTION

APPENDIX B CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of certain federal tax consequences of your participation in the Plan and your receipt of distributions from the Plan. This summary is included only for your general information and is not a complete description of all possible federal tax consequences which may affect you. Further, tax consequences may vary depending upon your individual situation. This summary does not cover any state or local tax consequences.

The tax laws in this area are extremely complex and are subject to periodic change by Congress. They are also subject to changing and differing interpretations. You should discuss with a qualified tax advisor specific questions regarding the tax consequences of your participation in, and your receipt of distributions from, the Plan.

1. Plan Participation

This Section of the summary provides a description of the federal income tax consequences of various contributions under the Plan, as well as your participation in the Plan generally.

(a) Salary Redirection Contributions

Income Tax. Salary Redirection Contributions credited to your Account will not be subject to federal income tax when made to the Plan. Accordingly, you will not pay federal income tax on your compensation that you contribute as Salary Redirection Contributions. You also will not be subject to federal income tax on the earnings and appreciation (if any) on Salary Redirection Contributions, until such amounts are withdrawn or distributed from the Plan.

Social Security Taxes. Salary Redirection Contributions will be subject to Social Security FICA withholding taxes to the extent that your compensation (including, for this purpose, your Salary Redirection Contributions) does not exceed the annual FICA taxable wage base. Salary Redirection Contributions are subject to Social Security Medicare withholding taxes. You will not be subject to the FICA and Medicare withholding taxes when your Salary Redirection Contributions (and earnings, etc.) are withdrawn or distributed from the Plan.

Excess Deferral Dollar Limitation. Salary Redirection Contributions and other pretax elective deferrals under all other qualified savings plans cannot exceed an “excess deferral” dollar amount, which is $15,500 for calendar year 2007 and thereafter adjusted for inflation. If you have any such excess deferrals for the calendar year, you must notify the Committee by March 1 after the calendar year, even if the Salary Redirection Contributions under the Plan themselves do not exceed the excess deferral dollar amount. Any excess deferrals (and allocable earnings or losses) will be distributed to you by April 15 of the next following year, and must be included in your taxable income for the earlier year. If the excess deferrals are not timely distributed, they will be included in your income in both the earlier year and the year distributed. You will not be subject to the additional 10% tax for pre-age 59½ distributions (see Section 2(b)). Because the Committee does not know about your elective deferrals to other qualified plans, and these elective deferrals are considered for the excess deferral dollar limitation, you are advised to monitor your Salary Redirection Contributions and other elective deferrals to assure that an excess deferral does not occur.

Maximum Contribution Limitation. Your Salary Redirection Contributions (along with other Plan contributions) are subject to an annual maximum contribution limitation which requires that your aggregate defined contribution retirement plan contributions not exceed 100% of your compensation, up to $45,000 (for 2007, and adjusted for inflation annually). If your Salary Redirection Contributions and other contributions to the Plan exceed this limitation, your excess amounts may be distributed to you, generally in the same manner as excess deferrals and excess contributions discussed above.

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(b) Matching Contributions

Income Tax. Matching Contributions credited to your Account will not be subject to federal income tax when made to the Plan. Accordingly, the amounts the Company contributes as Matching Contributions will not be included in your income. You also will not be subject to federal income tax on the earnings and appreciation (if any) on the Matching Contributions made to the Plan, until such time as such amounts are withdrawn or distributed from the Plan.

Social Security Taxes. Your Matching Contributions also will not be subject to Social Security FICA or Medicare withholding taxes. You will not be subject to these withholding taxes even when your Matching Contributions (and earnings, etc.) are withdrawn or distributed from the Plan.

Maximum Contribution Limitation. Your Matching Contributions are subject to an annual maximum contribution limitation which requires that your aggregate defined contribution retirement plan contributions not exceed 100% of your compensation, up to $45,000 (for 2007, and adjusted for inflation annually). If your Matching Contributions, along with other Plan contributions, exceed this limitation, your excess amounts will be held in a suspense account for allocation in the following year.

(c) Rollover Contributions

Your Rollover Contribution to the Plan will not be subject to federal income tax when made to the Plan. However, your Rollover Contribution would be taxable, for example, if your Rollover Contribution does not qualify for rollover to a qualified plan or if your Rollover Contribution (if made as a cash contribution) was not timely made within 60 days of your receipt. The Committee would not, in any event, knowingly accept Rollover Contributions under these circumstances.

(d) Trust Earnings Nontaxable

As noted above, you will not be taxed on any earnings, dividends, appreciation, etc., credited to your Account until you actually receive a withdrawal or distribution from your Account. See Section 2 concerning Plan Distributions.

2. Plan Distributions

This Section of the summary provides you an overview and discussion of the federal income tax consequences of your withdrawals and distributions from the Plan. For purposes of this Section (as well as the remaining Sections of this summary) both withdrawals and distributions will be referred to as distributions.

(a) General Inclusion in Taxable Income

Any distributions from the Plan, for whatever reason, will be taxable to you as the recipient of the distribution (or to your beneficiary, if your beneficiary is the recipient). The entire distribution will be taxable, which will include the cash and generally the full value of any Kroger Common Stock you (or your beneficiary) receive in the distribution. (An exception will apply if you receive a distribution of after-tax contributions which have been transferred to the Plan.) The distributions will be taxable for federal and state income tax purposes and possibly for local taxes. The distributions will not be subject to Social Security FICA or Medicare withholding taxes.

(b) Additional 10% Tax For Pre-Age 59½ Distributions

If you receive a distribution before you reach age 59½ and you do not roll it over, then, in addition to the regular income tax, you may have to pay an extra tax equal to 10% of the taxable portion of the distribution. The additional 10% tax does not apply to your distribution if it is (1) paid to you because you separate from service with your employer during or after the year you reach age 55, (2) paid because you retire due to Disability, (3) paid to

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you as equal (or almost equal) payments over your life or life expectancy (or your and your beneficiary’s lives or life expectancies), (4) paid to your beneficiary after your death, (5) used to pay certain medical expenses, or (6) paid to an alternate payee under a QDRO. See IRS Form 5329 for more information on the additional 10% tax. In some cases, you may be required to make estimated tax payments to take the early distributions tax into account in order to avoid an estimated tax penalty.

(c) Rollover To IRA or Qualified Plan

You have the right to “rollover” most distributions from the Plan to an IRA or other qualified plan, and thereby avoid the current applicability of the foregoing taxes, i.e., the federal and state income taxes (see (a) above), and the additional 10% tax for pre-age 59½ distributions (see (b) above). You can make this rollover either by making a cash rollover contribution of your distribution from the Plan or by making a “direct rollover” contribution of your distribution from the Plan. See Section 3 concerning Rollovers. Of course, when the IRA or other qualified plan subsequently and eventually pays out your rolled over amounts, they will become taxable at that time.

(d) Mandatory Federal 20% Withholding

You (or your beneficiary) will be subject to a mandatory federal 20% withholding tax on most distributions from the Plan, unless a “direct rollover” of the distribution is made to an IRA or other qualified plan. See Section 3 concerning Rollovers.

(e) Forward Averaging

As an alternative to rollover, if you are a Participant who attained age 50 before January 1, 1986, distributions to you may be eligible for favorable “forward averaging” rules, and thereby reduce somewhat the federal income taxes paid on your distribution. You should consult your state for the applicability of its taxes when you forward average your distribution. See Section 4 concerning Forward Averaging.

(f) Kroger Common Stock

You (or your beneficiary) can rollover any Kroger Common Stock included in your distribution to an IRA or to another qualified plan, provided the plan accepts Kroger Common Stock. See Section 3(b) concerning Rollovers and Kroger Common Stock.

If you (or your beneficiary) do not rollover your Kroger Common Stock, the full current value of the Stock will be taxable, even if there is “net unrealized appreciation” in the Stock (i.e., appreciation of the Stock while held in the Plan). However, the net unrealized appreciation of Kroger Common Stock will not be taxable if your distribution from the Plan constitutes a “lump sum distribution” for either forward averaging purposes or for special net unrealized appreciation purposes. See Section 4(a) concerning Forward Averaging and Kroger Common Stock and Section 5 concerning Net Unrealized Appreciation.

3. Rollovers

This Section of the summary provides you a discussion of the rollover alternative of your distributions from the Plan.

(a) Rollover of “Eligible Rollover Distributions”

In General. You have the right to rollover any “eligible rollover distribution” from the Plan (as defined below) to an IRA or other qualified plan. Your beneficiary also can rollover an eligible rollover distribution to an IRA. Most distributions from the Plan qualify as eligible rollover distributions. You can make this rollover either by making a cash rollover contribution of your distribution from the Plan or by making a “direct rollover” contribution of your distribution from the Plan.

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Eligible Rollover Distributions. To be eligible for rollover, your distribution from the Plan must be an “eligible rollover distribution”, which is generally defined as any distribution to an employee of all or any portion of the balance to the credit of the employee in a qualified plan, except that the term does not include (i) any “after-tax” contributions; (ii) any distribution which is one of a series of substantially equal periodic payments (not less frequently than annually) made for 10 years or more (or, if less, the recipient’s life expectancy or joint life expectancy with a beneficiary), (iii) any minimum required distribution under Section 401(a)(9) of the Code and (iv) certain other miscellaneous distributions. The eligible rollover distribution is limited to the taxable portion of the distribution.

Mandatory 20% Federal Withholding. You (or your beneficiary) will be subject to a mandatory 20% federal withholding tax on an eligible rollover distribution, unless the distribution is transferred in a “direct rollover” to an IRA or other qualified plan. A cash rollover contribution of your distribution from the Plan, therefore, will be subject to this 20% withholding requirement, which generally means that you will not be able to make a complete rollover of your distribution or must use other monies to make a complete rollover.

Direct Rollovers. A direct rollover is where you (or your beneficiary) do not receive an actual distribution of your eligible rollover distribution, but rather direct the Plan Trustee to directly transfer the eligible rollover distribution to a specified IRA or qualified plan.

60 Day Rollover Limit. In any cash rollover contribution, you must make the cash rollover contribution within the 60 day period commencing on the date you receive the eligible rollover distribution.

(b) Other Rollover Considerations

Kroger Common Stock. Your Kroger Common Stock received in a distribution also can be rolled over to an IRA or to another qualified plan (if the plan accepts Kroger Common Stock) either in a cash rollover contribution or a direct rollover contribution. In addition, in a cash rollover contribution, you could sell the Kroger Common Stock distributed to you and timely rollover the proceeds of the Kroger Common Stock to an IRA or qualified plan.

QDRO Alternate Payees. A QDRO alternate payee generally has the right to rollover an eligible rollover distribution from the Plan.

4. Forward Averaging

This Section of the summary provides you a discussion of the forward averaging alternative which may be available for your single sum distribution from the Plan.

In General. As an alternative to rollover, if you reached age 50 before January 1, 1986, you may be eligible to elect to tax your distribution from the Plan, if a “lump sum distribution” (as defined below), using the favorable “ten year forward averaging” rules, and thereby reduce somewhat the federal income taxes paid on your distribution from the Plan. You should consult your state for the applicability of its taxes when you forward average your distribution.

Lump Sum Distributions. To be eligible for forward averaging, your distribution from the Plan must constitute a “lump sum distribution”, which is generally defined as a distribution from the Plan of the entire balance of the credit of your Account in the Plan made within one taxable year (1) on account of your death, (2) after you attain age 59½ or (3) on account of your separation from service. Note: Prior distributions from your Account may adversely affect your ability to elect forward averaging.

Kroger Common Stock. The forward averaging tax will be based on the “total taxable amount” of your lump sum distribution. If it includes Kroger Common Stock, the total taxable amount of your lump sum distribution will not include the “net unrealized appreciation” on any Kroger Common Stock, i.e., the appreciation on Kroger Common Stock while held in the Plan. However, you (or your beneficiary) may make an election to include the

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entire value of the Kroger Common Stock in the total taxable amount of your lump sum distribution. See Section 5 concerning the tax basis of your Kroger Common Stock.

5. Kroger Common Stock & Net Unrealized Appreciation In the event that you (or your beneficiary) receive a “lump sum distribution” of Kroger Common Stock

from the Plan, you will not be taxed on the “net unrealized appreciation” on any Kroger Common Stock, i.e., the appreciation on Kroger Common Stock while held in the Plan, contained in your lump sum distribution.

Upon later disposition of your Kroger Common Stock, gain realized will be capital gain to the extent of the net unrealized appreciation in Kroger Common Stock at the time of distribution. Any gain in excess of such net unrealized appreciation, or any loss, will be capital gain or loss depending on how long you (or your beneficiary) held the Kroger Common Stock after the distribution.

31

THE KROGER CO. SAVINGS PLAN PROSPECTUS/SUMMARY PLAN DESCRIPTION

APPENDIX C NOTICE OF YOUR RIGHTS CONCERNING EMPLOYER SECURITIES

This notice informs you of an important change in Federal law that provides specific rights concerning investments in employer securities (Kroger Common Stock). Because you may now or in the future have investments in Kroger Common Stock under The Kroger Co. Savings Plan, you should take the time to read this notice carefully.

Your Rights Concerning Employer Securities. For Plan years beginning after December 31, 2006, the Plan must allow you to elect to move any portion of your account that is invested in Kroger Common Stock from that investment into other investment alternatives under the Plan. This right extends to all of the Kroger Common Stock held under the Plan. To exercise this right, you may call the Plan’s toll-free number: 1-800-2-KROGER (i.e., 1-800-257-6437) or visit the Plan’s internet site (www.benefits.ml.com). In deciding whether to exercise this right, you will want to give careful consideration to the information below that describes the importance of diversification. All of the investment options under the Plan are available to you if you decide to diversify out of Kroger Common Stock. However, your right to diversify will be subject to any limitations imposed on transactions involving Kroger Common Stock under the Company’s securities trading policy or by applicable law.

The Importance of Diversifying Your Retirement Savings. To help achieve long-term retirement security, you should give careful consideration to the benefits of a well-balanced and diversified investment portfolio. Spreading your assets among different types of investments can help you achieve a favorable rate of return, while minimizing your overall risk of losing money. This is because market or other economic conditions that cause one category of assets, or one particular security, to perform very well often cause another asset category, or another particular security, to perform poorly. If you invest more than 20% of your retirement savings in any one company or industry, your savings may not be properly diversified. Although diversification is not a guarantee against loss, it is an effective strategy to help you manage investment risk.

In deciding how to invest your retirement savings, you should take into account all of your assets, including any retirement savings outside of the Plan. No single approach is right for everyone because, among other factors, individuals have different financial goals, different time horizons for meeting their goals, and different tolerances for risk. Therefore, you should carefully consider the rights described in this notice and how these rights affect the amount of money that you invest in Kroger Common Stock through the Plan.

It is also important to periodically review your investment portfolio, your investment objectives, and the investment options under the Plan to help ensure that your retirement savings will meet your retirement goals.

For More Information. If you have any questions about your rights under this new law, including how to make this election, call the Plan’s toll-free number: 1-800-2-KROGER (i.e., 1-800-257-6437) or visit the Plan’s internet site (www.benefits.ml.com).

32


PROSPECTUS/SUMMARY PLAN DESCRIPTION

APPENDIX D INDEX OF DEFINED TERMS

Page ACCOUNTS................................................................................................................................................................... 2

BOARD .......................................................................................................................................................................... 1

CODE.............................................................................................................................................................................. 1

COMMITTEE................................................................................................................................................................. 1

COMPANY .................................................................................................................................................................... Title Page

DISABILITY .................................................................................................................................................................. 1

ELIGIBLE EMPLOYEE ................................................................................................................................................ 3

EMPLOYERS................................................................................................................................................................. 1

ENTRY DATE................................................................................................................................................................ 3

ERISA............................................................................................................................................................................. Title Page

KESOP............................................................................................................................................................................ Title Page

KROGER ........................................................................................................................................................................ Title Page

KROGER COMMON STOCK....................................................................................................................................... Title Page

MATCHING CONTRIBUTION .................................................................................................................................... 1

MERGED PLANS .......................................................................................................................................................... Title Page

PARTICIPANT............................................................................................................................................................... 1

PLAN.............................................................................................................................................................................. Title Page

PLAN COMPENSATION.............................................................................................................................................. 5

PLAN YEAR .................................................................................................................................................................. 1

QUALIFIED DOMESTIC RELATIONS ORDER (QDRO).......................................................................................... 9

RECORDKEEPER ......................................................................................................................................................... 15

ROLLOVER CONTRIBUTIONS .................................................................................................................................. 2

SALARY REDIRECTION CONTRIBUTIONS ............................................................................................................ 1

SPD ................................................................................................................................................................................. Title Page

TRUST FUND................................................................................................................................................................ 1

TRUSTEE....................................................................................................................................................................... 1

SUMMARY OF MATERIAL MODIFICATIONS FOR


The Kroger Co. Savings Plan (the "Plan") has been amended as described below in this Summary of Material Modifications. I. Direct Rollovers A direct rollover is where you (or your beneficiary) do not receive an actual distribution of your eligible rollover distribution, but rather direct the Plan Trustee to directly transfer the eligible rollover distribution to a specified IRA or qualified plan. If you die before distribution of your account and you have designated a beneficiary who is not your spouse, then, effective for distributions made on or after November 20, 2007, your non-spouse beneficiary may direct the Plan Trustee to directly transfer the eligible rollover distribution to a specified IRA or qualified plan. II. Salary Redirection Contributions In general, you may elect for each Plan Year to make a Salary Redirection Contribution to the Plan by filing an election to have your Employer withhold a portion of your plan compensation and contribute it to the Plan, either as a percentage of your Plan Compensation or a flat dollar amount. The amount of each Salary Redirection Contribution for a pay period may not be less than $5.00 per weekly pay period (or $10.00 per bi-weekly pay period or $20.00 for a monthly pay period), and may not be more than 75% of your Plan Compensation for any pay period. Old Provision for Highly Compensated Employees Before January 1, 2009, if you were a highly compensated employee (as defined by the Internal Revenue Code) and you were not covered by a collective bargaining agreement, then your Salary Redirection Contributions for any Plan Year were limited to 6% of your Plan Compensation for that Plan Year. New Provision for Highly Compensated Employees Effective January 1, 2009, if you are a highly compensated employee (as defined by the Internal Revenue Code) and you are not covered by a collective bargaining agreement, then your Salary Redirection Contributions for any Plan Year shall not exceed a percentage of Plan Compensation designated by the Plan Administrator so as to avoid a violation by the Plan of any applicable requirement of the Code or ERISA. Such percentage limitation shall be designated by the Plan Administrator and communicated to you prior to the first day of the Plan Year.

III. Loans Old Loan Provision. According to loan policies established by the Plan Administrator, before May 1, 2009, no more than one loan was permitted to be made to you in any Plan Year, and you were not permitted to have more than one loan outstanding at any time. You were also required to wait 90 days after your loan was paid off before applying for a new loan. New Loan Provision. Effective May 1, 2009, no more than one loan may be made to you in any Plan Year, and you may not have more than one loan outstanding at any time. You must wait 30 days after your loan is paid off before applying for a new loan. IV. Hardship Withdrawal Old Hardship Withdrawal Provision. Before May 1, 2009, you were limited to one hardship withdrawal in any one Plan Year, unless the first and all subsequent withdrawals were for the payment of tuition. New Hardship Withdrawal Provision. Effective May 1, 2009, the number of hardship withdrawals you may receive in any one Plan Year may be limited by rules and procedures as the Committee may adopt from time to time. All other requirements including, but not limited to, Hardship Qualification Requirements, Limitations on Amount of Hardship Withdrawal (e.g. minimum of $1,000.00), and Manner of Withdrawal remain the same. V. Employer Information

Plan Name: The Kroger Co. Savings Plan Plan Administrator: Administrative Committee for The Kroger Co. Savings Plan c/o The Kroger Co. 1014 Vine Street Cincinnati, Ohio 45202 (513) 762-4000 Plan No.: 004 EIN: 31-0345740

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