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									Case 3:01-cv-00699-TBR-JDM            Document 156-5         Filed 06/17/2008       Page 1 of 15



                       IN THE UNITED STATES DISTRICT COURT
                          WESTERN DISTRICT OF KENTUCKY
                               LOUISVILLE DIVISION

RON WADE, et al.,                                     )
                                                      )
                                      Plaintiffs,     )
                                                      )     CIVIL NO. 3:01 CV-699-R
vs.                                                   )     Judge Thomas B. Russell
                                                      )     CLASS ACTION
THE KROGER CO., et al.,                               )
                                                      )
                                      Defendants.     )
                                                      )


                NOTICE OF PROPOSED CLASS ACTION SETTLEMENT
                            AND FAIRNESS HEARING

               PLEASE READ THIS NOTICE CAREFULLY.
               YOUR LEGAL RIGHTS MAY BE AFFECTED.

        A Court authorized this Notice. It is not a solicitation from a lawyer.
I.     INTRODUCTION


        This Notice is being sent to you, as ordered by the Court, to advise you of the preliminary
approval of the settlement of an employment discrimination class action against The Kroger Co.,
Kroger Ltd. Partnership I, KRGP Inc., and Kroger Texas LP. You are receiving this notice
because the records of these companies show that you currently work, or previously worked, for
one of these companies between November 29, 1997 and June ___, 2008.


       You may be a member of a class of African Americans eligible to receive monetary relief
through a settlement reached in this class action lawsuit. You have legal rights and options that
you may exercise before the Court finally approves the Settlement.

        The purpose of this Notice is to inform you about this litigation, the certification of the
Class, the terms of a proposed settlement in the form of a Settlement Agreement and Consent
Decree (the “Settlement”) and your rights in connection with a hearing to be held before the
Court on October___, 2008, to consider the fairness, reasonableness, and adequacy of the
Settlement and related matters. This Notice also describes the steps to be taken by those who
wish to be excluded from the Class and, for those who remain Class members, the steps
necessary to seek to share in the distribution of the Settlement Fund if the Settlement is approved
by the Court and becomes effective.

                                                    Exhibit C (CORRECTED) to Consent Decree
Case 3:01-cv-00699-TBR-JDM            Document 156-5         Filed 06/17/2008       Page 2 of 15



        The Court has reviewed the Settlement and has given it preliminary approval. Before
deciding whether to give the Settlement final approval, the Court wishes to inform you of the
general terms of the Settlement and of your right to comment on the Settlement, if you so desire.
You may also appear and be heard at a Fairness Hearing regarding this Settlement, either by
yourself or, at your own expense, with an attorney of your choice. If you have no comments or
objections concerning the Settlement, you need not do anything at all. If the Court gives final
approval to this Settlement, the Settlement becomes effective after the Fairness Hearing. The
Court’s judgment will be final and binding on all Class Members who are not excluded.


II.    HISTORY OF THE CASE


        This case was brought by twelve current and former employees of The Kroger Co.,
KRGP Inc., Kroger Limited Partnership I, and/or Kroger Texas L.P. (all of which will hereafter
be referred to collectively as “the Company” or “Defendants”). They brought this action under
Title VII of the Civil Rights Act of 1964, as amended in 1972 and 1991, 42 U.S.C. §§ 2000(e), et
seq., and Section One of the Civil Rights Act of 1866, as amended in 1991, 42 U.S.C. §§ 1981
and 1981(A), on behalf of themselves and similarly situated African American persons. Their
claims include that African American employees were paid less than Caucasians performing the
same work, and that salaried African Americans were denied promotional opportunities than
Caucasians receivedand that African Americans were subject to racial harassment. They sought
to prove these practices were illegal, to change Kroger’s pay and promotion policies, and to
obtain lost earnings and other damages on behalf of themselves and other African Americans
who have held jobs covered by this case on or after November 29, 1997.


       The Kroger Co., Kroger Ltd. Partnership I, KRGP Inc. and Kroger Texas LP deny all
charges of wrongdoing or liability in this case. The Court has not ruled on whether the Company
did anything wrong, and the Company denies all allegations of wrongdoing.


         Plaintiffs and the Company have agreed to a settlement of the lawsuit after seven-years of
litigation during which time, large amounts of information and multiple reports from experts
were exchanged. The parties participated in several mediation sessions which ultimately enabled
the parties to reach an agreement to settle and resolve the action.


      The terms of the settlement are set forth in a proposed Consent Decree and are
summarized below. The Court has granted preliminary approval of the Consent Decree, but will
conduct a hearing to determine whether this settlement is fair to the Class as a whole before the
Consent Decree becomes final and its terms can be enforced.




                                                -2-
                                                      Ex. C (CORRECTED) to Consent Decree
Case 3:01-cv-00699-TBR-JDM            Document 156-5         Filed 06/17/2008       Page 3 of 15



III.   DEFINITION OF THE CLASS AND EFFECT OF CONSENT DECREE


       A.      Who is In the Class And What Is A Class Action Lawsuit?


        The Class includes all current and former African American employees who were
employed by Kroger Banner stores at any time from November 29, 1997 through June __, 2008
[date of preliminary approval] and held any part-time or full-time hourly position as well as store
managerial salaried positions from manager trainee up through and including zone manager.

        In a class action lawsuit, one or more people called "Class Representatives" (in this case
Ron Wade, Cary Owsley, Vincent Mangruem, Felicia Hawkins, Michael Elliot, Kim Brewer,
Gwendolyn Barker, Thomas Brame, Julie Long, Elnora Mays-Jones, Dwight Cummings and
Ronald Clayton) sue on behalf of other people who have similar claims. The people together are
a "Class" or "Class Members." The people who sued - and all the Class Members like them - are
called the Plaintiffs. The companies they sued (in this case The Kroger Co., Kroger Ltd.
Partnership I, Kroger General Partnership, and Kroger Texas LP) are called the Defendants. One
court resolves the issues for everyone in the Class except for those people who choose to exclude
themselves.

       B.      What Is The Lawsuit About, How Do The Defendants Answer, And What
               Did The Court Say?

        In this lawsuit, plaintiffs claim that Defendants discriminated against African-American
employees in several ways. For example, they claim that the Company took race into account
when transferring employees from part-time to full-time positions, when promoting from
manager trainee up to and including zone managers, and in general compensation levels. They
also claim that Defendants subjected them to racial harassment. They assert that the Company
did this from November 29, 1997 to the present. All the claims in the Plaintiffs'Second
Amended Complaint are set forth below.

        Defendants deny that they discriminate against, or harass, African Americans and deny
they did anything wrong. The Company asserts that African Americans are not paid less than
other races in similar jobs and opportunities for promotions are equally available to employees of
all races. The Company asserts that it does not allow nor condone discrimination or harassment
against African Americans and that it is an equal opportunity employer. By entering into the
proposed Settlement, the Company does not admit any wrongdoing.

        This Notice should not be regarded as an expression of any opinion by the Court on the
merits of any claims or defenses of the Parties. No trial has occurred. The Court did not find
that the Company discriminates against, or harasses, African Americans, that African Americans
are paid less than Caucasians in similar jobs, or that the Company makes promotions more
difficult for African Americans. In the event that the Settlement does not become effective, the
Court did not rule that a recovery could or could not be made by the Plaintiffs or other members
of the Class.




                                                -3-
                                                      Ex. C (CORRECTED) to Consent Decree
Case 3:01-cv-00699-TBR-JDM              Document 156-5         Filed 06/17/2008       Page 4 of 15



       C.         What claims are covered by the Settlement?

        The Settlement settles claims of race discrimination and harassment brought
under Title VII of the Civil Rights Act, 42 U.S.C. § 2000e et seq., and 42 U.S.C. § 1981
(“Section 1981”), or any state or local anti-discrimination law. Specifically, all claims
contained within the Second Amended Complaint will be resolved, including, but not
limited to, the sections cited below. See, e.g. Second Am. Comp. ¶¶26, 127-149:

             i.         Discrimination on the basis of race in violation of Title VII -

                        •   Kroger follows a policy and practice of restricting Black employees’
                            employment opportunities to lower job classifications and
                            compensation levels. The systemic means of accomplishing such
                            racial discrimination include, but are not limited to, Kroger’s
                            promotion, selection and compensation procedures.
                        •   Kroger’s selection, pay and promotional procedures incorporate the
                            following racially discriminatory practices: (a) relying upon
                            excessively subjective judgments, procedures and criteria which
                            permit and encourage the incorporation of racial stereotypes and bias
                            by Kroger’s predominantly white managerial staff; (b) refusing or
                            failing to provide Black employees with opportunities to demonstrate
                            their qualifications for advancement; (c) failing to establish or follow
                            procedures, or criteria that reduce or eliminate disparate impact and/or
                            intentional racial bias and stereotypes in Kroger’s decision-making
                            process; (d) refusing to post or announce vacancies or employment
                            opportunities in a manner that allows Black employees to learn about
                            such opportunities and compete for them before they are filled by
                            white employees or applicants; (e) discouraging applications and
                            expressions of interest by Black employees; (f) using an informal
                            selection process that does not rely upon formal applications or other
                            safeguards that open the process to competition by Black employees;
                            (g) pre-selecting white employees before vacancies or opportunities
                            become generally known; and (h) assigning Black employees to those
                            geographic areas and stores where there is also a low volume of sales
                            and promotional opportunities.
                        •   Kroger’s selection and compensation procedures have a disparate
                            impact on the class.
                        •   Harassment of Black employees
            ii.         Discrimination on the basis of Race under Section 1981

                        •   Kroger follows a policy and practice of restricting Black employees’
                            employment opportunities to lower job classifications and
                            compensation levels. The systemic means of accomplishing such
                            racial discrimination include, but are not limited to, Kroger’s
                            promotion, selection and compensation procedures.



                                                 -4-
                                                       Ex. C (CORRECTED) to Consent Decree
Case 3:01-cv-00699-TBR-JDM            Document 156-5        Filed 06/17/2008       Page 5 of 15



                      •   Kroger’s selection, pay and promotional procedures incorporate the
                          following racially discriminatory practices: (a) relying upon
                          excessively subjective judgments, procedures and criteria which
                          permit and encourage the incorporation of racial stereotypes and bias
                          by Kroger’s predominantly white managerial staff; (b) refusing or
                          failing to provide Black employees with opportunities to demonstrate
                          their qualifications for advancement; (c) failing to establish or follow
                          procedures, or criteria that reduce or eliminate disparate impact and/or
                          intentional racial bias and stereotypes in Kroger’s decision-making
                          process; (d) refusing to post or announce vacancies or employment
                          opportunities in a manner that allows Black employees to learn about
                          such opportunities and compete for them before they are filled by
                          white employees or applicants; (e) discouraging applications and
                          expressions of interest by Black employees; (f) using an informal
                          selection process that does not rely upon formal applications or other
                          safeguards that open the process to competition by Black employees;
                          (g) pre-selecting white employees before vacancies or opportunities
                          become generally known; and (h) assigning Black employees to those
                          geographic areas and stores where there is also a low volume of sales
                          and promotional opportunities.
                      •   Harassment of Black employees
        If you have such a claim(s), the Settlement provides your only option for asserting those
claims, unless you affirmatively exclude yourself, as provided below. Otherwise, you will not be
able to bring those race discrimination and harassment claims.

       D.     How Does This Settlement Affect My Rights?


        If you are a member of this Class, the proposed Consent Decree will affect you. If
you choose to remain in the Class and to file a claim form, you may receive a payment based on
the distribution formula described below.


       Each Class Member who does not “opt out” (as defined below) will be required to release
Defendants for monetary or injunctive relief for claims of race discrimination in regard to
compensation and promotion arising at any time between November 29, 1997 and June__,
2008[PRELIMINARY APPROVAL DATE], unless you exercise in writing your right to “opt
out” of the Class, as described below. “Releasing” your claims means that you cannot sue The
Kroger Co., Kroger Ltd. Partnership I, KRGP Inc., Kroger General Partnership, and Kroger
Texas LP for any claim of alleged employment discrimination because of race that is covered by
the Consent Decree or that might have been asserted on the Class’ behalf arising out of your
employment with the Company through June __, 2008 (PRELIMINARY APPROVAL
DATE).       The exact terms of the release can be viewed on a website at
www.cmht.com/cases_kroger.php If you are a Class Member and the Court approves the
Consent Decree, you will be bound by all the terms of the Consent Decree.




                                               -5-
                                                     Ex. C (CORRECTED) to Consent Decree
Case 3:01-cv-00699-TBR-JDM           Document 156-5        Filed 06/17/2008      Page 6 of 15



IV.    SUMMARY OF THE PROPOSED SETTLEMENT


          a. What Are the Terms of the Settlement?


      The Class Representatives, the Company, and the attorneys for the Class have agreed
upon a proposed Consent Decree under which this case will be resolved without a trial. The
Court has preliminarily approved the Consent Decree. The Consent Decree includes both
monetary relief and programmatic changes, as summarized below. For further details about the
terms of the settlement, the entire Consent Decree can be found at
www.cmht.com/cases_kroger.php, or you may contact Class Counsel toll-free at [forthcoming].


          b. Programmatic Changes


       Under the Consent Decree, the Company will:


          •   Create an Hourly Start Rate Monitor (“HSRM”) within each Kroger Management
              Area who will review the starting pay rates of any applicant who for whom
              experience credit is given. The HSRM will have the ability to overrule the store
              management’s decision to allow experience credit and the power to change the
              amount of experience credit offered to the applicant.


          •   Establish minimum criteria for the management trainee, co-manager, store
              manager, and zone manager positions.


          •   Provide Class Counsel with data on an annual basis, for the life of the Consent
              Decree, sufficient to assess the fairness of the Company’s hourly employees’
              starting pay rates.


          •   Provide Class Counsel with data on an annual basis, for the life of the Consent
              Decree, sufficient to assess the fairness of Kroger’s salaried employees’ rates of
              promotion within each Division.


          •   The Company will pay all of the fees and expenses of the Special Master (a
              former Judge with experience acting as a Special Master) who is authorized to
              resolve any disputes under the Consent Decree.


          c. Monetary Payment

                            What Money Is Available to the Class and



                                              -6-
                                                    Ex. C (CORRECTED) to Consent Decree
Case 3:01-cv-00699-TBR-JDM         Document 156-5        Filed 06/17/2008      Page 7 of 15



                         How Do I Get Money Under the Settlement?

        •   Under the Consent Decree, the Company will pay a total of $16 million for the
            settlement fund, attorneys fees and costs, costs of administering the settlement,
            programmatic relief, and incentive payments to the Class Representatives. The
            funds will be paid to the Class Representatives and to all Class Members in
            accordance with the distribution formula, as set forth in Section XII of the
            Consent Decree, as payment for compensatory damages, interest, and lost wages.
            This means that Class members will not have to pay any additional sums to the
            lawyers.


        •   Only those Class Members who have completed their probationary employment
            periods will be eligible to receive settlement funds and will be sent claim forms.
            Kroger will provide the Settlement Administrator with a list of those class
            members who have completed their probationary period as well as those who
            have not based on Kroger’s employment records. If you are eligible to file a
            claim form, one should be enclosed with this Notice. The claim form must be
            postmarked no later than Tuesday, October 14, 2008, and sent to Wade v. Kroger
            Claims Administrator, PO Box 10290, Tallahassee, Florida, 32302-2290. Those
            claim forms that are submitted on time will be evaluated by the Settlement
            Administrator. The Settlement Administrator will then determine the amounts to
            be distributed based on the number of timely and valid claim forms returned.


        •   If you believe that you completed your probationary period of employment but
            did not receive a claim form, you may provide a written Challenge to the
            Settlement Administrator at PO Box 10290, Tallahassee, Florida, 32302-2290.
            Your Challenge must include your name, social security number, position title,
            store number and address, dates of employment, and documentation supporting
            your challenge (such as pay stubs, state or federal tax returns, or dated letters
            received from the Company). Your Challenge must be postmarked no later than
            thirty days after the date of the Notice. The Settlement Administrator shall
            attempt to expeditiously resolve each such Challenge within thirty (30) days after
            receipt of such Challenge. The Settlement Administrator’s decision shall be
            communicated to the Class Member in writing and shall be final, binding and
            nonappealable.


        •   Submission of a Claim Form does not automatically entitle you to an award.
            Only those Class Members who are eligible to receive more than $50 based on the
            settlement administrator’s calculation will receive settlement funds.


        •   The settlement funds shall be distributed by a ratio of 16 to 84 between salaried
            employees (16%) and hourly employees (84%) and shall be calculated based on
            total number of days each Class Member was employed by Kroger during the



                                            -7-
                                                  Ex. C (CORRECTED) to Consent Decree
Case 3:01-cv-00699-TBR-JDM           Document 156-5         Filed 06/17/2008       Page 8 of 15



              Class Period.


          •   The Consent Decree provides for the Company to pay the twelve Class
              Representatives for services they have rendered to the Class over the course of the
              litigation. Each Class Representative shall receive $30,000 in compensation for
              (a) the time each devoted to serving as a class representative, including
              responding to interrogatories and document requests, and assisting in the
              preparation of the complaint; (b) the risks undertaken in filing charges and serving
              as a class representative, including that awardable litigation and other costs might
              be assessed against them; and (c) executing a general release rather than one
              limited to Class Claims. These Class Representative payments are subject to
              approval by the Court.


          •   The Consent Decree provides for an award to the attorneys representing the Class
              for the attorneys’ fees and out-of-pocket expenses incurred in litigating this case
              on behalf of the Class, thus, no attorneys’ fees or expenses will be deducted from
              payments made to class members. The Court will determine the amount of
              attorneys’ fees and out-of-pocket expenses that will be paid to Class Counsel.
              The Company has agreed to pay the amount of attorneys’ fees and out-of-pocket
              expenses approved by the Court. Before the Final Approval Hearing, Class
              Counsel will submit a petition to the Court seeking no more than 25% of the
              settlement in attorneys’ fees and out-of-pocket expenses.


          •   Any award you receive from the Settlement Fund may have tax consequences for
              you. The payments will be allocated 60% to compensatory damages and interest
              and 40% to wages. The Settlement Fund will be required to withhold income and
              employment taxes to the extent required by law from each award from the Class
              Claims Portions and to pay those taxes to the appropriate taxing authorities. Class
              Counsel are not tax advisors and cannot give you advice on any tax matters.
              Class Counsel strongly urge you to consult your tax advisor for answers to any
              questions you may have about the tax implications of any potential award.




V.     CAN I DECIDE TO OPT OUT OF THIS SETTLEMENT, OR OBJECT TO THIS
       SETTLEMENT?


          a. Can I Get Out of This Class and How?


       Under the Consent Decree, you have the choice of deciding whether or not to remain in
the lawsuit.



                                              -8-
                                                    Ex. C (CORRECTED) to Consent Decree
Case 3:01-cv-00699-TBR-JDM               Document 156-5        Filed 06/17/2008       Page 9 of 15



             b. What Happens if I Stay a Class Member?


        If you are a Class Member and you remain in this lawsuit, you may be eligible to receive
money under the Consent Decree. In order to be considered for such a monetary award, you
must have completed your probationary period and complete and timely file a Claim Form. If
you completed your probationary period, a Claim Form is enclosed. Class Counsel listed in this
Notice will act as the lawyers for you and the other participating Class Members. Class Counsel
will be paid from the money that the Company has agreed to pay the Class under this settlement,
as explained more fully above. If you remain in the lawsuit and you so desire, you may also hire
your own attorney at your own expense.


        If you are a Class Member and you remain in the lawsuit, and the Court approves the
Consent Decree, you will be bound by all the terms of the Consent Decree. This means that you
will not be able to bring your own separate lawsuit or other legal proceeding regarding the claims
covered in this lawsuit. Participation in this settlement will not, however, bar you from pursuing
any claims of race discrimination against the Company that arise after Preliminary Approval, or
other claims that are not covered by this suit.


             c. What Happens if I Choose to Opt Out of the Class?


        If you are a Class Member and you do not want to be a part of this lawsuit, you may
exclude yourself from the lawsuit by filing a written “opt-out”, stating that you request not to be
a part of this Class.


       If you opt-out of this lawsuit:


       (1)       You will have no right to receive any money under this settlement;


       (2)    You will still benefit from the injunctive (non-monetary) relief in this
       lawsuit; and


       (3) You may bring your own individual lawsuit or other legal proceeding against the
           Company, with your own attorney and at your own expense. If you opt out of this
           lawsuit and bring a separate lawsuit or other legal proceeding:


             •   You may lose your case and receive nothing;


             •   It may take several years to obtain any money or other relief, if you receive any
                 relief at all;



                                                 -9-
                                                       Ex. C (CORRECTED) to Consent Decree
Case 3:01-cv-00699-TBR-JDM            Document 156-5        Filed 06/17/2008        Page 10 of 15



            •   You may have to pay your own attorneys’ fees and the costs of litigation; and


            •   You may obtain less money than you can get under this settlement.


            d. What Do I Need to Do to Opt Out of the Class?

       To be effective, your “opt-out” statement must be delivered by first-class mail, postage
prepaid, postmarked no later than October 14, 2008 to the Wade v. Kroger Claims
Administrator, PO Box 10290, Tallahassee, Florida, 32302-2290. Your “opt-out” statement
should include each of the following:

       1. your name, social security number, current address, and telephone number;


       2. the name and number of this case (Wade v. The Kroger Co., # 3:01 CV-699-R);

       3. confirmation that you are African American and the time period and location at which
           you were employed by The Kroger Co., Kroger Ltd. Partnership I, KRGP Inc.,
           and/or Kroger Texas LP, and

       4. a statement that you wish to be excluded from the monetary relief provisions of the
          Settlement, including the following language, which must be contained in your
          request:


        “I understand that, by this request to be excluded from the monetary settlement in this
case, I am foregoing all monetary benefits from this Settlement and will receive no money from
the case. I understand that I may bring a separate legal action seeking damages, but might receive
nothing or less than what I would have received if I had filed a claim under the class monetary
settlement procedure in this case. I also understand that I may not seek exclusion from the class
for injunctive relief and that I am bound by the injunctive provisions on the Consent Decree.”

        Class members who submit timely and valid requests for exclusion may not submit
claims seeking to share in any monies from the Settlement Fund and will not be included in the
distribution of any monies from the Settlement Fund.



       E.       Can I Object to the Settlement?


        If you believe that the proposed Consent Decree should not be finally approved by the
Court for any reason, you may object to it. Your objection must be in writing, sent to the Wade
v. Kroger Settlement Administrator, PO Box 10290, Tallahassee, Florida, 32302-2290, and
postmarked no later than October 14, 2008. Any objections to the settlement must begin with
the following statement: “I object to the proposed settlement in Wade v. the Kroger Co., Case
No. 3:01 CV-699 R.” Any objection must state the objector’s name and address and all grounds


                                               -10-
                                                      Ex. C (CORRECTED) to Consent Decree
Case 3:01-cv-00699-TBR-JDM           Document 156-5         Filed 06/17/2008      Page 11 of 15



for the objection. The statement must contain the individual’s name, address, and telephone
number, along with a statement of his/her objection(s) to the Decree and the reason(s) for any
objection(s), and whether he/she wishes to speak at the Fairness hearing to be held on October
___, 2008, at ________ ___.m. in Judge Russell’s Courtroom to have the objection heard by the
Court.


       Any person who has submitted a timely, written objection to the Consent Decree may
speak at the Final Fairness Hearing. Objections raised at the Fairness Hearing shall be limited to
those matters addressed in timely written objections.


        Any attorney retained by an individual Class Member (at her/his own expense) to submit
objections and/or appear at the Fairness Hearing on her/him behalf must, not later than October
14, 2008, identify him/herself in writing, submit in writing any objections, and (if applicable)
indicate his or her desire to speak at the Fairness Hearing, by submission to the Wade v. Kroger
Claims Administrator, PO BOX 10290, TALLAHASSEE, FLORIDA, 32302-2290, which will
submit them to the Court and both parties.


VI.    CLASS COUNSEL AND SETTLEMENT ADMINISTRATOR

       A.      Who Are the Attorneys Representing the Class?

       The following law firms are designated as counsel for the Class: Cohen, Milstein,
Hausfeld & Toll, P.L.L.C., 1100 New York Ave., N.W., West Tower – Suite 500, Washington,
D.C. 20005, Phone: (202) 408-4600, and Wiggins, Childs, Quinn & Pantazis, the Kress
Building, 301 – 19th St. North, Birmingham, AL 35203, Phone: (205) 314-0500.

        Unless you elect to exclude yourself from the Settlement, you will continue to be
represented by Class Counsel throughout the three-year duration of the terms of the Settlement
at no cost to you. You may, in addition, retain your own attorney at your own expense.

       B.      Who is Responsible for Distributing Money and Administering the
               Settlement?


       The claims administrator is Wade v. Kroger Settlement Administrator, PO Box 10290,
Tallahassee, Florida, 32302-2290. The Settlement Administrator may be also be reached at
(866)626-9209.




                                              -11-
                                                     Ex. C (CORRECTED) to Consent Decree
Case 3:01-cv-00699-TBR-JDM            Document 156-5      Filed 06/17/2008     Page 12 of 15



VII.   ADDITIONAL INFORMATION


       A.        What Opportunity Will I Have to Give My Opinion About the Settlement?
                 What is the Fairness Hearing?


       There will be a hearing to assist the Court in determining whether the terms of the
Consent Decree are fair to the Class as a whole and whether the Consent Decree should be
approved by the Court. This hearing is called a “Fairness Hearing,” and will be held on
______________ at ______ a.m. at the Gene Snyder United States Courthouse, 601 W.
Broadway, Louisville, KY, in the Courtroom of U.S. District Judge Thomas B. Russell.


       If you are a member of the Class, you may, if you wish, attend the Fairness Hearing in
person or through counsel of your choice, at your own expense, and comment on or object to the
Settlement (as described above) to the extent it might affect you. However, there is no
requirement that you attend the Fairness Hearing.




            B.   Where and How Do I Get More Information About the Settlement?


       If you have any questions or need additional information about the proposed Consent
Decree and this Notice, you may seek assistance in the following ways:


       If you wish to call Class Counsel, use the toll free number _____________ [forthcoming]
and leave a message and your inquiries will be addressed as soon as possible. Because you are
represented by Class Counsel in this matter, Company management cannot answer any such
questions you may have, so you should not direct any such questions to them.


       For more information about the class action and proposed Consent Decree, you may also
review Class Counsel’s website at www.cmht.com/cases_kroger.php.


       Class Counsel are:

       Joseph M. Sellers, Esq.
       Cohen, Milstein, Hausfeld & Toll, P.L.L.C.
       1100 New York Ave., N.W.
       Suite 500, West Tower
       Washington, D.C. 20005

       Robert L. Wiggins, Jr., Esq.



                                             -12-
                                                    Ex. C (CORRECTED) to Consent Decree
Case 3:01-cv-00699-TBR-JDM             Document 156-5         Filed 06/17/2008        Page 13 of 15



       Wiggins, Childs, Quinn and Pantazis, L.L.C.
       The Kress Building
       301 – 19th Street North
       Birmingham, AL 35203

            C.   Where and How Can I Get a Full Copy of the Settlement?


        This Notice contains only a summary of the proposed Consent Decree. The full terms of
the settlement are sent forth in detail in the Consent Decree which may be examined on-line at
www.cmht.com/cases_kroger.php. Class Members without access to the internet may be able to
review these documents on-line at locations such as the local public library. In addition, Class
Members may for assistance in obtain a copy of the document at
www.cmht.com/cases_kroger.php.

       D.        No Court Ruling On The Merits

         This Notice should not be regarded as an expression of any opinion by the Court on the
merits of any claims or defenses of the Parties. No trial has occurred. There has been no
finding or determination by the Court that the Company has violated any law or obligation, or
that, in the event that the Settlement does not become effective, a recovery could or could not be
made by the Plaintiffs or other members of the Class.

       E.        If The Consent Decree Is Not Approved

        If the Consent Decree is not approved by the Court at the Fairness Hearing on October
___, 2008, the conditional settlement will be voided, no money will be paid, and the case will
continue to be litigated. However, if that happens, there is no assurance that: (a) the Court will
allow the case to proceed as a class action; (b) that any decision at trial would be in favor of class
members; (c) a trial decision, if any, would be as favorable to the Class Members as this
settlement; or (d) any such favorable class certification ruling and/or trial decision would be
upheld if any appeal was filed.

VIII. ADDRESS CHANGES


            A.   How and What Do I Do to Make Sure The Settlement Administrator Has My
                 Correct Address?


        If your address changes from the address to which this Notice was directed, you must
notify the Settlement Administrator of your new address as soon as possible. Failure to keep the
Settlement Administrator informed of your address may result in the loss of any monetary award
you might be eligible to receive. Please send new contact information to the Settlement
Administrator at the address listed below and include your old address, new address, new
telephone number, date of birth, and Social Security number. These last two items are required
so that the Administrator can verify that the address change is from an actual class member.




                                                -13-
                                                       Ex. C (CORRECTED) to Consent Decree
Case 3:01-cv-00699-TBR-JDM      Document 156-5        Filed 06/17/2008   Page 14 of 15



            Wade v. Kroger Claims Administrator
            PO Box 10290,
            Tallahassee, Florida, 32302-2290

                      PLEASE DO NOT CONTACT THE COURT,
                     THE CLERK OF THE COURT OR THE JUDGE


     Dated: June ___, 2008

                                       BY ORDER OF THE COURT OF THE UNITED
                                       STATES DISTRICT COURT FOR THE
                                       WESTERN DISTRICT OF KENTUCKY


                                       Thomas B. Russell
                                       United States District Judge




                                        -14-
                                               Ex. C (CORRECTED) to Consent Decree
Case 3:01-cv-00699-TBR-JDM               Document 156-5            Filed 06/17/2008        Page 15 of 15




       CLAIM FOR SETTLEMENT AWARD FROM KROGER
YOU HAVE BEEN PRELIMINARILY IDENTIFIED AS SOMEONE WHO MAY BE
ENTITLED TO RECEIVE MONEY FROM THE KROGER CO. BECAUSE OF THE
SETTLEMENT OF A LAWSUIT AGAINST KROGER ALLEGING RACE
DISCRIMINATION, KNOWN AS WADE, ET AL. v. THE KROGER CO.   TO
DETERMINE WHETHER YOU CAN RECEIVE MONEY AND IN WHAT AMOUNT
YOU MUST RETURN THIS CLAIM FORM, POSTMARKED BY THE UNITED
STATES POSTAL SERVICE, ON OR BEFORE OCTOBER 14, 2008 TO:

                                 SETTLEMENT SERVICES, INC.
                                 P.O. BOX 10290
                                 TALLAHASSEE, FL 32302-2290

IF YOU DO NOT RETURN THIS CLAIM FORM POSTMARKED BY THE DATE
ABOVE, YOU WILL NOT BE ELIGIBLE TO RECEIVE MONEY IN THIS CASE. ALL
CLASS MEMBERS IN THIS CASE WHO ARE ELIGIBLE TO RECEIVE
SETTLEMENT FUNDS WILL RECEIVE A MINIMUM OF $50. AWARDS WILL BE
CALCULATED AS DESCRIBED IN THE CONSENT DECREE AND NOTICE.

                     NO LATE CLAIM FORMS WILL BE CONSIDERED.

[pre-printed with:
Name
address
telephone number]

If any of the above information is incorrect, please provide the current correct information.

                       Please keep a copy of your completed Claim Form for your records.

             If you have any questions, please call Settlement Services, Inc. at 866-626-9209.




                                                    -15-
                                                           Ex. C (CORRECTED) to Consent Decree

								
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