KROGER CO — Director's Dealing 2010

Feb 25, 2010

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2010-01-30

Reporting Person: BECKER DONALD E (Executive Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	166909.9507	Direct
Common Stock	10228	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Performance Stock Option	$24.43	2011-05-10	Common Stock (12500)	12500	Direct
Non-Qualified Stock Option	$24.43	2011-05-10	Common Stock (12500)	12500	Direct
Non-Qualified Performance Stock Option	$22.995	2012-05-09	Common Stock (13333)	13333	Direct
Non-Qualified Stock Option	$22.995	2012-05-09	Common Stock (26667)	26667	Direct
Non-Qualified Stock Option	$14.925	2012-12-12	Common Stock (80000)	80000	Direct
Non-Qualified Stock Option	$17.31	2014-05-06	Common Stock (40000)	40000	Direct
Non-Qualified Stock Option	$16.385	2015-05-05	Common Stock (40000)	40000	Direct
Non-Qualified Stock Option	$19.94	2016-05-04	Common Stock (25000)	25000	Direct
Non-Qualified Stock Option	$28.27	2017-06-28	Common Stock (25000)	25000	Direct
Non-Qualified Stock Option	$28.61	2018-06-26	Common Stock (25000)	25000	Direct
Non-Qualified Stock Option	$22.34	2019-06-25	Common Stock (25000)	25000	Direct

Footnotes

F1: Between January 31, 2009 and January 30, 2010, the reporting person acquired 832.8145 shares of Kroger common stock in the Company's employee benefit plans that are deemed to be 'tax-conditioned plans' pursuant to Rule 16b-3,to the extent disclosed on reports received by plan trustees.

F2: The total amount of securities directly owned by the reporting person includes shares in the Company's employee benefit plans that are deemed to be 'tax-conditioned plans' pursuant to Rule 16b-3, to the extent disclosed on reports received from plan trustees.

F3: These options will vest during the first four years from the date of the grant only if the Company's stock price has achieved a 78% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 15% appreciation per annum from the date of grant or 208% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested.

F4: These options were granted under a long-term incentive plan of The Kroger Co. and vest in equal annual installments in whole amounts over a five-year period, at the rate of 20% per year commencing one year from the date of the grant.

F5: These options will vest during the first four years from the date of the grant only if the Company's stock price has achieved a 55% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 13% appreciation per annum from the date of grant or 185% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested.