The Kroger Co.

To:
The Kroger Co.
c/o Global Bondholder Services Corporation (the “Information Agent and Exchange Agent”)
65 Broadway, Suite 404
New York, NY 10006
Email: contact@gbsc-usa.com
Facsimile: (212) 430-3775/3779
To Confirm: (212) 430-3774
Attention: Corporate Actions

Re:      ACI Notes

Ladies and Gentlemen:

           The holder of Notes hereby represents and warrants to The Kroger Co. (“Company”), the Information Agent and Exchange Agent and Citigroup Global Markets Inc. and Wells Fargo Securities LLC, as dealer managers and consent solicitation agents (collectively, the “Dealer Managers”), as follows:

(1)       It is the beneficial owner, or is acting on behalf of a beneficial owner, of the notes in the series and amount set forth below (altogether, the “ACI Notes”); and

(2)       it is (as indicated with a checkmark):

a “Qualified Institutional Buyer” (as defined in Annex A hereto) that is acting for either (i) its own account or (ii) the accounts of other Qualified Institutional Buyers, for which certification as Qualified Institutional Buyers can be validated by a written certification received within the last six months, and as to which it exercises sole investment discretion and has the authority to make the statements in this letter, in either case not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act of 1933, as amended (the “Securities Act”); or

a person outside the United States who is (i) not a “U.S. person,” (as that term is defined in Rule 902 under the Securities Act), (ii) not acting for the account or benefit of a U.S. person and (iii) and is a “Non-U.S. qualified offeree” as defined in Annex A who is not located or resident in any province or territory of Canada. If this box is checked, the holder of Notes will be deemed to be representing and warranting that it is not located or resident in any province or territory of Canada.

a person outside the United States who is (i) not a “U.S. person,” (as that term is defined in Rule 902 under the Securities Act), (ii) not acting for the account or benefit of a U.S. person and (iii) and is a “Non-U.S. qualified offeree” as defined in Annex A who is located or resident in any province or territory of Canada. Please note that a holder located or resident in any province or territory of Canada may only be treated as an Eligible Holder if, in addition to meeting all other requirements for an Eligible Holder, it: (i) is located or resident in one of the provinces of Alberta, British Columbia, Ontario or Québec, and not in any other province or territory of Canada; and (ii) it has completed and returned the Canadian Certification Form.

           The undersigned understands that it is providing the information contained herein to the Company solely for purposes of the Company’s consideration of transactions with respect to the ACI Notes and that the Company and the Dealer Managers may rely upon the truth and accuracy of your representations and warranties above. This letter is neither an offer nor a solicitation of an offer with respect to the ACI Notes nor does it create any obligations whatsoever on the part of the Company to make any offer or on the part of the undersigned to participate if an offer is made.

           The undersigned agrees (1) not to copy or reproduce any part of any materials received in connection with any transaction the Company may undertake or has undertaken, (2) not to distribute or disclose any part of such materials or any of their contents to anyone other than, if applicable, the aforementioned beneficial owners on whose behalf the undersigned is acting, and (3) to notify the Company if any of the representations the undersigned makes in this letter cease to be correct. The undersigned acknowledges that the Company reserves the right to request any additional information it deems necessary for purposes of determining the undersigned’s eligibility to participate in the Exchange Offer.

                                                                                         Very truly yours,

Existing Notes Issuer CUSIP/ISIN Insert Principal Amount of Existing Notes Owned
3.250% Senior Notes due 2026 ACI, NALP, Safeway and Albertsons 144A: 013092 AF8 / US013092AF88 Reg S: U0125L AG5
7.500% Senior Notes due 2026 ACI, NALP, Safeway and Albertsons 144A: 013092 AA9 / US013092AA91 Reg S: U0125L AA8
4.625% Senior Notes due 2027 ACI, NALP, Safeway and Albertsons 144A: 013092 AC5 / US013092AC57 Reg S: U0125L AC4
4.625% Senior Notes due 2027 ACI, NALP, Safeway and Albertsons JAN: U0125LAF7 / USU0125LAF77
5.875% Senior Notes due 2028 ACI, NALP, Safeway and Albertsons 144A: 013092 AB7 / US013092AB74 Reg S: U0125L AB6
6.500% Senior Notes due 2028 ACI, NALP, Safeway, Albertsons and ASL 144A: 01309Q AA6 / US01309QAA67 Reg S: U0126B AA9
3.500% Senior Notes due 2029 ACI, NALP, Safeway and Albertsons 144A: 013092 AG6 / US013092AG61 Reg S: U0125L AH3
3.500% Senior Notes due 2029 ACI, NALP, Safeway and Albertsons DEC: U0125LAJ9 / USU0125LAJ99
4.875% Senior Notes due 2030 ACI, NALP, Safeway and Albertsons 144A: 013092 AE1 / US013092AE14 Reg S: U0125L AE0
7.450% Senior Debentures due 2027 Safeway 786514AS8 / US786514AS84
7.250% Senior Debentures due 2031 Safeway 786514BA6 / US786514BA67
8.000% Debentures due 2026 ASC 030096AF8 / US030096AF88
7.100% Medium-Term Notes, Series B, due 2028 ASC 03009MBB1 / US03009MBB19
7.500% Debentures due 2037 ASC 030096AH4 / US030096AH45
7.110% Medium-Term Notes, Series B due 2027 NALP 01310QCH6 / US01310QCH65
7.150% Medium-Term Notes, Series B due 2027 NALP 01310QCK9 / US01310QCK94
6.560% Medium-Term Notes, Series B due 2027 NALP 01310QCL7 / US01310QCL77
6.570% Medium-Term Notes, Series C due 2028 NALP 01310QCW3 / US01310QCW33
6.520% Medium-Term Notes, Series C due 2028 NALP 01310QCZ6 / US01310QCZ63
6.530% Medium-Term Notes, Series C due 2028 NALP 01310QCY9 / US01310QCY98
6.625% Medium-Term Notes, Series C due 2028 NALP 01310QDB8 / US01310QDB86
6.630% Medium-Term Notes, Series C due 2028 NALP 01310QDA0 / US01310QDA04
7.750% Debentures due 2026 NALP 013104AC8 / US013104AC87
7.450% Senior Debentures due 2029 NALP 013104AF1 / US013104AF19
8.700% Senior Debentures due 2030 NALP 013104AH7 / US013104AH74
8.000% Senior Debentures due 2031 NALP 013104AL8 / US013104AL86
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