Common use of Sinking Fund Provisions Clause in Contracts

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. [If Securities are extendable debt Securities, insert ---] Extendable provisions: Securities are repayable on ________, ___ [insert day and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities insert ---] Floating Rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time of Delivery: Closing Location for Delivery of Securities: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description of particular tax, accounting or other unusual features (such as the addition of event risk language) of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectus:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ $ principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulativenon-cumulative] redemptions at the option of the Company to retire an additional [$]_________ $ principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. .] [If Designated Securities are extendable debt Extendable Debt Securities, insert ---] insert— Extendable provisionsProvisions: The Designated Securities are repayable on ________, ___ [insert day and years], at the option of the holder, at their principal amount with accrued interest. Initial The initial annual interest rate will be ___%, and thereafter the annual interest rate will be adjusted on __________, __ , and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year year maturities as of the [insert interest date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate debt Securities insert ---] Debt Securities, insert— Floating Rate provisionsProvisions: Initial The initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month-month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of the Interest Differential (the excess, if any, of (i) then currently the then-current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then the then- current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then then-current interest yield equivalent plus ___% of the Interest Differential].] Defeasance provisions: Time of Delivery: [time and date], 20 Closing Location Location: The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Funds in which Underwriters to make Payment: [Immediately available funds] [[New York] Clearing House funds] Delayed Delivery: [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of Securities.] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: Names $ .] [Minimum aggregate principal amount of Designated Securities to be offered and addresses of Representativessold pursuant to Delayed Delivery Contracts: Designated Representatives: Address for Notices, etc$ .: ] [Additional Comfort Procedures:] [Other Terms:] EXHIBIT A TO PRICING AGREEMENT Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Final Term Sheet Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: Price to Public: [Proceeds (Before Expenses) to Issuer]* * : Interest Payment [and Reset] Dates: Underwriters: The issuer has filed a registration statement, including a prospectus and a preliminary prospectus supplement, with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and the preliminary prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the preliminary prospectus supplement (or, if available, the prospectus supplement) if you request it by calling [ ]. ANNEX II Pricing Agreement for Equity Securities [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ], 20 Ladies and Gentlemen: Ford Motor Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A description hereto (the “Designated Securities”). Except to the extent amended hereby, each of particular taxthe provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, accounting or terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant to Section 3 of the Underwriting Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other unusual features Underwriters [REPRESENTATIVE] By: Name: Title: SCHEDULE I TO PRICING AGREEMENT Underwriters Number of Shares Total SCHEDULE II TO PRICING AGREEMENT Title of Designated Securities: [Shares of common stock, par value $0.01 per share (such as the addition of event risk language“Common Stock’) of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectus:Company.]

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. [If Securities are extendable debt Securities, insert ---] ─ Extendable provisions: Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities Securities, insert ---] — Floating Rate rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time of Delivery: Closing Location for Delivery of SecuritiesLocation: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description : Schedule III Time of particular taxSale Information Schedule IV Pricing Term Sheet The Kroger Co. Pricing Term Sheet ___% Notes due___ Issuer: The Kroger Co. Principal Amount: $_____ Security Type: Senior Note Maturity: ______ __, accounting 20__ Coupon: ____% Price to Public: ____% Yield to Maturity: ____% Spread to Benchmark Treasury: ____% Benchmark Treasury: _____ Benchmark Treasury Spot and Yield: _____ _____% Interest Payment Dates: _____ and _____, commencing _____ 2020 Make-Whole Call: Treasury Rate plus ___ basis points Trade Date: ______ __, 2020 Settlement Date: ______ __, 2020 Denominations: $2,000 x $1,000 Joint Bookrunners / Co-Managers: BofA Securities, Inc. Mizuho Securities USA LLC RBC Capital Markets, LLC Citigroup Global Markets Inc. Fifth Third Securities, Inc. MUFG Securities Americas Inc. BNY Mellon Capital Markets, LLC Xxxxxxx Xxxxx & Co. LLC PNC Capital Markets LLC Santander Investment Securities Inc. SunTrust Xxxxxxxx Xxxxxxxx, Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC CastleOak Securities, L.P. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322, Mizuho Securities USA LLC toll-free at 1-866-271-7403 or RBC Capital Markets, LLC toll-free at 0-000-000-0000. Any disclaimer or other unusual features (such notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as the addition a result of event risk languagethis communication being sent by Bloomberg or another email system. ANNEX II Pursuant to Section 8(d) of the Securities should be set forthUnderwriting Agreement, or referenced to an attached and accompanying description, if necessary to ensure agreement as the accountants shall furnish letters to the terms of Underwriters to the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectuseffect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulative] redemptions at the option of the Designated Company to retire an additional [$]_________ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. [If Securities are extendable debt Securities, insert ---insert–] Extendable provisions: Securities are repayable on ________, ___ [insert day and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______and, __ , to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities insert ---–] Floating Rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year , year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time of Delivery: Closing Location for Delivery of Securities: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description of particular tax, accounting or other unusual features (such as the addition of event risk language) of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectus:III

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. [If Securities are extendable debt Securities, insert ---] ─ Extendable provisions: Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities Securities, insert ---] — Floating Rate rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time of Delivery: Closing Location for Delivery of SecuritiesLocation: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description : Schedule III Time of particular taxSale Information Schedule IV Pricing Term Sheet The Kroger Co. Pricing Term Sheet ___% Notes due___ Issuer: The Kroger Co. Principal Amount: $_____ Security Type: Senior Note Maturity: ______ __, accounting 20__ Coupon: ____% Price to Public: ____% Yield to Maturity: ____% Spread to Benchmark Treasury: ____% Benchmark Treasury: _____ Benchmark Treasury Spot and Yield: _____ _____% Interest Payment Dates: _____ and _____, commencing _____ 2020 Make-Whole Call: Treasury Rate plus ___ basis points Trade Date: ______ __, 2020 Settlement Date: ______ __, 2020 Denominations: $2,000 x $1,000 Joint Bookrunners / Co-Managers: The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling [ ]. Any disclaimer or other unusual features (such notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as the addition a result of event risk languagethis communication being sent by Bloomberg or another email system. ANNEX II Pursuant to Section 8(d) of the Securities should be set forthUnderwriting Agreement, or referenced to an attached and accompanying description, if necessary to ensure agreement as the accountants shall furnish letters to the terms of Underwriters to the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectuseffect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. [If Securities are extendable debt Securities, insert ---] — Extendable provisions: Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities Securities, insert ---] — Floating Rate rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time of Delivery: Closing Location for Delivery of SecuritiesLocation: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description : Schedule III Time of particular taxSale Information Schedule IV Pricing Term Sheet The Kroger Co. Pricing Term Sheet % Notes due Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , accounting 20 Coupon: % Price to Public: % Yield to Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment Dates: and , commencing 2017 Make-Whole Call: Treasury Rate plus basis points Trade Date: , 2016 Settlement Date: , 2016 Denominations: $2,000 x $1,000 Joint Bookrunners: Citigroup Global Markets Inc. Xxxxxxx, Xxxxx & Co. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC BNY Mellon Capital Markets, LLC Fifth Third Securities, Inc. PNC Capital Markets LLC Santander Investment Securities Inc. Co-Managers: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated MUFG Securities Americas Inc. Mizuho Securities USA Inc. 36 RBC Capital Markets, LLC U.S. Bancorp Investments, Inc. The Xxxxxxxx Capital Group, L.P. CastleOak Securities, L.P. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-800-831-9146, Xxxxxxx, Sachs & Co. toll-free at 0-000-000-0000, or Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000. Any disclaimer or other unusual features (such notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as the addition a result of event risk languagethis communication being sent by Bloomberg or another email system. Pursuant to Section 8(d) of the Securities should be set forthUnderwriting Agreement, or referenced to an attached and accompanying description, if necessary to ensure agreement as the accountants shall furnish letters to the terms of Underwriters to the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectuseffect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ •] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ • ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. .] [If Designated Securities are extendable debt Securitiessecurities, insert ---] insert— Extendable provisions: Designated Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial The initial annual interest rate will be ___%, and thereafter the annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are floating rate debt securities, insert— Floating Rate debt Securities insert ---] Floating Rate rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) the then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [[ from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time Closing location for delivery of Delivery: Closing Location for Delivery of Designated Securities: Additional Closing Conditions: Paragraph 7(g) of the Underwriting Agreement should be modified in the event that the Securities are denominated in, indexed to, or principal or interest are paid in, a currency other than the U.S. dollar, more than one currency or in a composite currency. The country or countries issuing such currency should be added to the banking moratorium and hostilities clauses and the following additional clause should be added to the paragraph (the entire paragraph should be restated, as amended): “; ( ) the imposition of the proposal of exchange controls by any governmental authority in [insert the country or countries issuing such currency, currencies or composite currency]”. Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description of particular tax, accounting or other unusual features (such as the addition of event risk language) of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectus:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ $ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] ][, together with [cumulative] [noncumulative] redemptions at the option of the Company Issuer to retire an additional [$]_________ $ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. [If Securities are extendable debt Securities, insert ---] Extendable provisions: Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities insert ---] Debt Securities, insert— Floating Rate rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Overallotment Option: Time of Delivery: Closing Location for Delivery of SecuritiesLocation: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description of particular tax, accounting or other unusual features (such as the addition of event risk language) of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectus:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Purchased Securities are entitled to the benefit of a sinking fund to retire [$]__________ $ ] principal amount of Designated Purchased Securities on ____________ , 20 in each of the years _____ 20 through _____ 20 at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ $ ] principal amount of Designated Purchased Securities in the years _____ 20 through _____ 20 at 100% of their principal amount plus accrued interest]. .] [If Purchased Securities are extendable debt Securitiessecurities, insert ---] insert— Extendable provisionsProvisions: Purchased Securities are repayable on ________, ___ 20 [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial The initial annual interest rate will be ___%, and thereafter the annual interest rate will be adjusted on __________, __ 20 and ______, __ 20 to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Purchased Securities are floating rate debt securities, insert— Floating Rate debt Securities insert ---] Floating Rate provisionsProvisions: Initial annual interest rate will be ___% through ___, 20 , [and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ , 20 , through _________, 20 ] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently the then-current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ , 20 , and thereafter the rate will be the then then-current interest yield equivalent plus ___% of Interest Differential].] [If Purchased Securities are exchangeable securities, insert – Exchangeable Note: Whether the Purchased Securities are Optionally Exchangeable or Mandatorily Exchangeable or are otherwise a form of exchangeable security.] Defeasance provisions: Time of Delivery: Closing Location for Delivery of Purchased Securities: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description of particular tax, accounting or other unusual features (such as the addition of event risk language) of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectus:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ $ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ $ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. .] [If Designated Securities are extendable debt Securitiessecurities, insert ---] insert-- Extendable provisions: Designated Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial The initial annual interest rate will be ___%, and thereafter the annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are floating rate debt securities, insert-- Floating Rate debt Securities insert ---] Floating Rate rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates month][securities][certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time of Delivery: Closing Location for Delivery of Securities: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description of particular tax, accounting or other unusual features (such as the addition of event risk language) of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectus:through

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. [If Securities are extendable debt Securities, insert ---] — Extendable provisions: Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities Securities, insert ---] — Floating Rate rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time of Delivery: Closing Location for Delivery of SecuritiesLocation: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description : Schedule III Time of particular taxSale Information Schedule IV Pricing Term Sheet The Kroger Co. Pricing Term Sheet % Notes due Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , accounting 20 Coupon: % Price to Public: % Yield to Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment Dates: and , commencing 2017 Make-Whole Call: Treasury Rate plus basis points Trade Date: , 2017 Settlement Date: , 2017 Denominations: $2,000 x $1,000 Ratings: Joint Bookrunners: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated RBC Capital Markets, LLC U.S. Bancorp Investments, Inc. Citigroup Global Markets Inc. Mizuho Securities USA Inc. MUFG Securities Americas Inc. Co-Managers: BB&T Capital Markets, a division of BB&T Securities, LLC BNY Mellon Capital Markets, LLC Fifth Third Securities, Inc. Xxxxxxx, Xxxxx & Co. PNC Capital Markets LLC Santander Investment Securities Inc. Xxxxx Fargo Securities, LLC Xxxxxx Xxxxxxxx, LLC The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322, RBC Capital Markets, LLC toll-free at 0-000-000-0000, or U.S. Bancorp Investments, Inc. toll-free at 0-000-000-0000. Any disclaimer or other unusual features (such notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as the addition a result of event risk languagethis communication being sent by Bloomberg or another email system. Pursuant to Section 8(d) of the Securities should be set forthUnderwriting Agreement, or referenced to an attached and accompanying description, if necessary to ensure agreement as the accountants shall furnish letters to the terms of Underwriters to the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectuseffect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. [If Securities are extendable debt Securities, insert ---] — Extendable provisions: Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities Securities, insert ---] — Floating Rate rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time of Delivery: Closing Location for Delivery of SecuritiesLocation: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * : Schedule III Time of Sale Information Schedule IV Pricing Term Sheet The Kroger Co. Pricing Term Sheet % Notes due Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , 20 Coupon: % Price to Public: % Yield to Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment Dates: and , commencing , 2014 Make-Whole Call: Treasury Rate plus basis points Trade Date: , 2013 Settlement Date: , 2013 Denominations: $2,000 x $1,000 Ratings: Joint Bookrunners: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC Citigroup Global Markets Inc. RBS Securities Inc. Co-Managers: Fifth Third Securities, Inc. BNY Mellon Capital Markets, LLC Mitsubishi UFJ Securities (USA), Inc. RBC Capital Markets, LLC PNC Capital Markets LLC CastleOak Securities, L.P. The Xxxxxxxx Capital Group, L.P. Note: A description securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322, U.S. Bancorp Investments, Inc. toll-free at 0-000-000-0000 or Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000. We expect that delivery of particular taxthe notes will be made against payment therefor on or about the settlement date specified above, accounting which will be the business day following the date of this term sheet. Under Rule 15c6-1 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of this term sheet will be required, by virtue of the fact that the notes initially will settle in T+ , to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date hereof should consult their own advisor. Any disclaimer or other unusual features (such notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as the addition a result of event risk languagethis communication being sent by Bloomberg or another email system. Pursuant to Section 8(d) of the Securities should be set forthUnderwriting Agreement, or referenced to an attached and accompanying description, if necessary to ensure agreement as the accountants shall furnish letters to the terms of Underwriters to the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectuseffect that:

Sinking Fund Provisions. [No sinking fund provisions.] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. [If Securities are extendable debt Securities, insert ---] insert— Extendable provisions: Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial , initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities insert ---] Securities, insert— Floating Rate rate provisions: Initial annual interest rate rates will be ___% [LIBOR plus [ ] %] [ %] through ___[and thereafter will be adjusted [monthlyquarterly] [on each _________, _________, ________ and __________] [to an annual rate of ____LIBOR plus [ ] %] [to an annual rate of % above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] , [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary second market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time of Delivery: Closing Location for Delivery of Securities: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description of particular tax, accounting or other unusual features (such as the addition of event risk language) of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectus:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. [If Securities are extendable debt Securities, insert ---] ─ Extendable provisions: Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities Securities, insert ---] — Floating Rate rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time of Delivery: Closing Location for Delivery of SecuritiesLocation: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description : Schedule III Time of particular taxSale Information Schedule IV Pricing Term Sheet The Kroger Co. Pricing Term Sheet ___% Notes due___ Issuer: The Kroger Co. Principal Amount: $_____ Security Type: Senior Note Maturity: ______ __, accounting 20__ Coupon: ____% Price to Public: ____% Yield to Maturity: ____% Spread to Benchmark Treasury: ____% Benchmark Treasury: _____ Benchmark Treasury Spot and Yield: _____ _____% Interest Payment Dates: _____ and _____, commencing _____ 2020 Make-Whole Call: Treasury Rate plus ___ basis points Trade Date: ______ __, 2021 Settlement Date: ______ __, 2021 Denominations: $2,000 x $1,000 Joint Book-Running Managers: U.S. Bancorp Investments, Inc. BofA Securities, Inc. Citigroup Global Markets Inc. Mizuho Securities USA LLC Santander Investment Securities Inc. Xxxxx Fargo Securities, LLC Co-Managers [•] The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling U.S. Bancorp Investments, Inc. toll-free at (000) 000-0000, BofA Securities, Inc. toll-free at (000) 000-0000, Citigroup Global Markets Inc. toll-free at (000) 000-0000, Mizuho Securities USA LLC toll-free at (000) 000-0000, Santander Investment Securities Inc. toll-free at (000) 000-0000 and Xxxxx Fargo Securities, LLC toll-free at (000) 000-0000. We expect that delivery of the notes will be made against payment therefor on or about the settlement date specified above, which will be the fifth business day following the date of this term sheet. Under Rule 15c6-1 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of this term sheet or the next two succeeding business days will be required, by virtue of the fact that the notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date hereof or the next two succeeding business days should consult their own advisor. Any disclaimer or other unusual features (such notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as the addition a result of event risk languagethis communication being sent by Bloomberg or another email system. ANNEX II Pursuant to Section 8(d) of the Securities should be set forthUnderwriting Agreement, or referenced to an attached and accompanying description, if necessary to ensure agreement as the accountants shall furnish letters to the terms of Underwriters to the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectuseffect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. [If Securities are extendable debt Securities, insert ---] — Extendable provisions: Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities Securities, insert ---] — Floating Rate rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time of Delivery: Closing Location for Delivery of SecuritiesLocation: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description : Schedule III Time of particular taxSale Information Schedule IV Pricing Term Sheet The Kroger Co. Pricing Term Sheet % Notes due Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , accounting 20 Coupon: % Price to Public: % Yield to Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment Dates: and , commencing , 2012 Make-Whole Call: Treasury Rate plus basis points Trade Date: , 2012 Settlement Date: , 2012 Denominations: $2,000 x $1,000 Joint Bookrunners: Citigroup Global Markets Inc. Xxxxxxx, Xxxxx & Co. RBS Securities Inc. Xxxxxxx Xxxxx Xxxxxx, Xxxxxx & Xxxxx Incorporated U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC Senior Co-Managers: BNY Mellon Capital Markets, LLC Fifth Third Securities, Inc. PNC Capital Markets LLC RBC Capital Markets, LLC Co-Managers: CastleOak Securities, L.P. The Xxxxxxxx Capital Group, L.P. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at (000) 000-0000, Xxxxxxx, Xxxxx & Co. toll-free at (000)-000-0000 or RBS Securities Inc. toll-free at (000) 000-0000. We expect that delivery of the notes will be made against payment therefor on or about the settlement date specified above, which will be the business day following the date of this term sheet. Under Rule 15c6-1 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of this term sheet will be required, by virtue of the fact that the notes initially will settle in T+ , to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date hereof should consult their own advisor. Any disclaimer or other unusual features (such notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as the addition a result of event risk languagethis communication being sent by Bloomberg or another email system. Pursuant to Section 8(d) of the Securities should be set forthUnderwriting Agreement, or referenced to an attached and accompanying description, if necessary to ensure agreement as the accountants shall furnish letters to the terms of Underwriters to the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectuseffect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ $ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ $ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. .] [If Designated Securities are extendable debt Securitiessecurities, insert ---] insert— Extendable provisionsProvisions: Designated Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial The initial annual interest rate will be ___%, and thereafter the annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are floating rate debt securities, insert— Floating Rate debt Securities insert ---] Floating Rate provisionsProvisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates month][securities][certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) the then currently current weekly average per annum secondary market yield for ___-month - month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time of DeliveryProvisions: Closing Location for Delivery of Designated Securities: Names and addresses of RepresentativesAdditional Closing Conditions: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description of particular tax, accounting or other unusual features (such as the addition of event risk languageParagraph 7(h) of the Securities Underwriting Agreement should be set forthmodified in the event that the Securities are denominated in, indexed to, or referenced to an attached and accompanying descriptionprincipal or interest are paid in, if necessary to ensure agreement as a currency other than the U.S. dollar, more than one currency or in a composite currency. The country or countries issuing such currency should be added to the terms of banking moratorium and hostilities clauses and the Securities following additional clause should be added to the paragraph (the entire paragraph should be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectus:restated, as amended):

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Purchased Securities are entitled to the benefit of a sinking fund to retire [$]__________ ] principal amount of Designated Purchased Securities on __________, 20__ in each of the years ___20__ through ___20__ at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ ] principal amount of Designated Purchased Securities in the years ___20__ through ___20__ at 100% of their principal amount plus accrued interest]. .] [If Purchased Securities are extendable debt Securitiessecurities, insert ---] insert— Extendable provisionsProvisions: Purchased Securities are repayable on ________, _20__ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial The initial annual interest rate will be ___%, and thereafter the annual interest rate will be adjusted on __________, 20__ and ______, 20__ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ________-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Purchased Securities are Floating Rate floating rate debt Securities insert ---] Floating Rate securities, insert— Defeasance provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________________ through Closing Location for Delivery of Purchased Securities: _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from ___________________ and thereafter Documents to be Delivered: The following documents referred to in the rate will Distribution Agreement shall be delivered as a condition to the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time of Delivery: Closing Location for Delivery of Securities: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.Closing: [Other TermsNone]* * A description of particular tax, accounting or other unusual features (such as the addition of event risk language) of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectus:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. [If Securities are extendable debt Securities, insert ---] — Extendable provisions: Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year —year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities Securities, insert ---] — Floating Rate rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time of Delivery: Closing Location for Delivery of SecuritiesLocation: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * : Schedule III Time of Sale Information Schedule IV Pricing Term Sheet The Kroger Co. Pricing Term Sheet % Notes due Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , 20 Coupon: % Price to Public: % Yield to Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment Dates: and , commencing , 2014 Make-Whole Call: Treasury Rate plus basis points Trade Date: , 2012 Settlement Date: , 2012 Denominations: $2,000 x $1,000 Ratings: Joint Bookrunners: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC Citigroup Global Markets Inc. RBS Securities Inc. Co-Managers: Fifth Third Securities, Inc. BNY Mellon Capital Markets, LLC Mitsubishi UFJ Securities (USA), Inc. RBC Capital Markets, LLC PNC Capital Markets LLC CastleOak Securities, L.P. Xxxxxx Xxxxxxxx, LLC Note: A description securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322, U.S. Bancorp Investments, Inc. toll-free at 0-000-000-0000 or Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000. We expect that delivery of particular taxthe notes will be made against payment therefor on or about the settlement date specified above, accounting which will be the business day following the date of this term sheet. Under Rule 15c6-1 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of this term sheet will be required, by virtue of the fact that the notes initially will settle in T+ , to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date hereof should consult their own advisor. Any disclaimer or other unusual features (such notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as the addition a result of event risk languagethis communication being sent by Bloomberg or another email system. Pursuant to Section 8(d) of the Securities should be set forthUnderwriting Agreement, or referenced to an attached and accompanying description, if necessary to ensure agreement as the accountants shall furnish letters to the terms of Underwriters to the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectuseffect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. [If Securities are extendable debt Securities, insert ---] — Extendable provisions: Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities Securities, insert ---] — Floating Rate rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time of Delivery: Closing Location for Delivery of SecuritiesLocation: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description : Schedule III Time of particular taxSale Information Schedule IV Pricing Term Sheet The Kroger Co. Pricing Term Sheet % Notes due Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , accounting 20 Coupon: % Price to Public: % Yield to Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment Dates: and , commencing 2019 Make-Whole Call: Treasury Rate plus basis points Trade Date: , 2019 Settlement Date: , 2019 Denominations: $2,000 x $1,000 Joint Bookrunners / Co-Managers: Xxxxx Fargo Securities, LLC Citigroup Global Markets Inc. Xxxxxxx Sachs & Co. LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated U.S. Bancorp Investments, Inc. BB&T Capital Markets, a division of BB&T Securities, LLC BNY Mellon Capital Markets, LLC Fifth Third Securities, Inc. MUFG Securities Americas Inc. RBC Capital Markets, LLC 37 Santander Investment Securities Inc. Mizuho Securities USA LLC PNC Capital Markets LLC Xxxxxx Xxxxxxxx, LLC The Xxxxxxxx Capital Group, L.P. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, Xxxxxxx Xxxxx & Co. LLC toll-free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322, or U.S. Bancorp Investments, Inc. toll-free at 0-000-000-0000. Any disclaimer or other unusual features (such notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as the addition a result of event risk languagethis communication being sent by Bloomberg or another email system. Pursuant to Section 8(d) of the Securities should be set forthUnderwriting Agreement, or referenced to an attached and accompanying description, if necessary to ensure agreement as the accountants shall furnish letters to the terms of Underwriters to the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectuseffect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ $ principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulativenon-cumulative] redemptions at the option of the Company to retire an additional [$]_________ $ principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. .] [If Designated Securities are extendable debt Extendable Debt Securities, insert ---] insert— Extendable provisionsProvisions: The Designated Securities are repayable on ________, ___ [insert day and years], at the option of the holder, at their principal amount with accrued interest. Initial The initial annual interest rate will be ___%, and thereafter the annual interest rate will be adjusted on __________, __ , and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year year maturities as of the [insert interest date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate debt Securities insert ---] Debt Securities, insert— Floating Rate provisionsProvisions: Initial The initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month-month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of the Interest Differential (the excess, if any, of (i) then currently the then-current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then the then- current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then then-current interest yield equivalent plus ___% of the Interest Differential].] Defeasance provisions: Time of Delivery: [time and date], 20 Closing Location Location: The offices of Gxxxxx, Dxxx & Cxxxxxxx LLP, 200 Xxxx Xxxxxx, Xxx Xxxx, XX 00000. Funds in which Underwriters to make Payment: [Immediately available funds] [[New York] Clearing House funds] Delayed Delivery: [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of Securities.] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: Names $ .] [Minimum aggregate principal amount of Designated Securities to be offered and addresses of Representativessold pursuant to Delayed Delivery Contracts: Designated Representatives: Address for Notices, etc$ .: ] [Additional Comfort Procedures:] [Other Terms:] EXHIBIT A TO PRICING AGREEMENT Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [ ] Final Term Sheet Issuer: Ford Motor Company Size: Maturity: Coupon: Trade Date: [Initial Interest Determination Date:] Issue Date: Settlement Date: Price to Public: [Proceeds (Before Expenses) to Issuer]* * : Interest Payment [and Reset] Dates: Underwriters: The issuer has filed a registration statement, including a prospectus and a preliminary prospectus supplement, with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and the preliminary prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the preliminary prospectus supplement (or, if available, the prospectus supplement) if you request it by calling [ ]. ANNEX II Pricing Agreement for Equity Securities [Name of Representative] as Representative of the Several Underwriters named in Schedule I hereto [Address of Representative] [ ], 20 Ladies and Gentlemen: Ford Motor Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Master Underwriting Agreement dated , (the “Underwriting Agreement”) among the Company and (the “Representative”) to issue and sell to the Underwriters named in Schedule I thereto (the “Underwriters”) on the terms specified in Schedule II hereto the Securities specified in Exhibit A description hereto (the “Designated Securities”). Except to the extent amended hereby, each of particular taxthe provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, accounting or terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of shares of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto attributable to such Underwriter as determined pursuant to Section 3 of the Underwriting Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Pricing Agreement. Very truly yours FORD MOTOR COMPANY By: Name: Title: Accepted as of the date hereof: On behalf of itself and the other unusual features Underwriters [REPRESENTATIVE] By: Name: Title: SCHEDULE I TO PRICING AGREEMENT Underwriters Number of Shares $ $ Total $ SCHEDULE II TO PRICING AGREEMENT Title of Designated Securities: [Shares of common stock, par value $0.01 per share (such as the addition of event risk language“Common Stock’) of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectus:Company.]

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ $ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ $ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. .] [If Designated Securities are extendable debt Securitiessecurities, insert ---] insert— Extendable provisions: Designated Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial The initial annual interest rate will be ___%, and thereafter the annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are floating rate debt securities, insert— Floating Rate debt Securities insert ---] Floating Rate rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates month][securities][certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) the then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time Closing location for delivery of Delivery: Closing Location for Delivery of Designated Securities: Names and addresses of RepresentativesAdditional Closing Conditions: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description of particular tax, accounting or other unusual features (such as the addition of event risk languageParagraph 7(g) of the Securities Underwriting Agreement should be set forthmodified in the event that the Securities are denominated in, indexed to, or referenced to an attached and accompanying descriptionprincipal or interest are paid in, if necessary to ensure agreement as a currency other than the U.S. dollar, more than one currency or in a composite currency. The country or countries issuing such currency should be added to the terms of banking moratorium and hostilities clauses and the Securities following additional clause should be added to the paragraph (the entire paragraph should be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectus:restated, as amended):

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. [If Securities are extendable debt Securities, insert ---] Extendable provisions: Securities are repayable on ________, ___ [insert day and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities insert ---] Floating Rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time of Delivery: Closing Location for Delivery of Securities: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* ____________________ * A description of particular tax, accounting or other unusual features (such as the addition of event risk language) of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectus:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ $ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ $ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. .] [If Designated Securities are extendable debt Securitiessecurities, insert ---] insert— Extendable provisions: Designated Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial The initial annual interest rate will be ___%, and thereafter the annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are floating rate debt securities, insert— Floating Rate debt Securities insert ---] Floating Rate rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates month][securities][certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) the then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time of Delivery: Closing Location for Delivery of Securities: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description of particular tax, accounting or other unusual features (such as the addition of event risk language) of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectus:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ $ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ $ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. .] [If Designated Securities are extendable debt Securitiessecurities, insert ---] insert— Extendable provisions: Designated Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial The initial annual interest rate will be ___%, and thereafter the annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are floating rate debt securities, insert— Floating Rate debt Securities insert ---] Floating Rate rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates month][securities][certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) the then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time of DeliveryConversion price: Closing Location location for Delivery delivery of Designated Securities: Additional Closing Conditions: Section 5 of the Underwriting Agreement should be modified in the event that the Securities are denominated in, indexed to, or principal or interest are paid in, a currency other than the U.S. dollar, more than one currency or in a composite currency. The country or countries issuing such currency should be added to the banking moratorium and hostilities clauses and the following additional clause should be added to the paragraph (the entire paragraph should be restated, as amended): "; ( ) the imposition of the proposal of exchange controls by any governmental authority in [insert the country or countries issuing such currency, currencies or composite currency]". Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description of particular tax: 26 ANNEX II FORM OF OPINION OF XXXXXX XXXXXXXX XXXXX & XXXXXXXX, accounting or other unusual features (such as the addition of event risk language) of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectus:UNITED STATES COUNSEL TO THE COMPANY

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. [If Securities are extendable debt Securities, insert ---] — Extendable provisions: Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities Securities, insert ---] — Floating Rate rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time of Delivery: Closing Location for Delivery of SecuritiesLocation: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * : Schedule III Time of Sale Information Schedule IV Pricing Term Sheet The Kroger Co. Pricing Term Sheet % Notes due Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , 20 Coupon: % Price to Public: % Yield to Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment Dates: and , commencing 2016 Make-Whole Call: Treasury Rate plus basis points Trade Date: , 2016 Settlement Date: , 2016 Denominations: $2,000 x $1,000 Joint Bookrunners: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Mizuho Securities USA Inc. U.S. Bancorp Investments, Inc. Citigroup Global Markets Inc. RBC Capital Markets, LLC BNY Mellon Capital Markets, LLC Co-Managers: BB&T Capital Markets, a division of BB&T Securities, LLC Fifth Third Securities, Inc. Xxxxxxx, Xxxxx & Co. Mitsubishi UFJ Securities (USA), Inc. PNC Capital Markets LLC Santander Investment Securities Inc. Xxxxx Fargo Securities, LLC Xxxxxx Xxxxxxxx, LLC Note: A description of particular taxsecurities rating is not a recommendation to buy, accounting sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322, Mizuho Securities USA Inc. toll-free at 1-866-271-7403, or U.S. Bancorp Investments, Inc. toll-free at 0-000-000-0000. Any disclaimer or other unusual features (such notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as the addition a result of event risk languagethis communication being sent by Bloomberg or another email system. Pursuant to Section 8(d) of the Securities should be set forthUnderwriting Agreement, or referenced to an attached and accompanying description, if necessary to ensure agreement as the accountants shall furnish letters to the terms of Underwriters to the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectuseffect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. [If Securities are extendable debt Securities, insert ---] — Extendable provisions: Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities Securities, insert ---] — Floating Rate rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time of Delivery: Closing Location for Delivery of SecuritiesLocation: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * : Schedule III Time of Sale Information Schedule IV Pricing Term Sheet The Kroger Co. Pricing Term Sheet % Notes due Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , 20 Coupon: % Price to Public: % Yield to Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment Dates: and , commencing , 20 Make-Whole Call: Treasury Rate plus basis points (no call premium in six months prior to maturity) Trade Date: , 20 Settlement Date: , 20 Denominations: $2,000 x $1,000 Ratings: Joint Bookrunners: Co-Managers: Note: A description securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free at We expect that delivery of particular taxthe notes will be made against payment therefor on or about the settlement date specified above, accounting which will be the fifth business day following the date of this term sheet. Under Rule 15c6-1 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of this term sheet or the following business day will be required, by virtue of the fact that the notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date hereof or the following business day should consult their own advisor. Any disclaimer or other unusual features (such notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as the addition a result of event risk languagethis communication being sent by Bloomberg or another email system. Pursuant to Section 8(d) of the Securities should be set forthUnderwriting Agreement, or referenced to an attached and accompanying description, if necessary to ensure agreement as the accountants shall furnish letters to the terms of Underwriters to the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectuseffect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. [If Securities are extendable debt Securities, insert ---] — Extendable provisions: Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities Securities, insert ---] — Floating Rate rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time of Delivery: Closing Location for Delivery of SecuritiesLocation: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * : Schedule III Time of Sale Information Schedule IV Pricing Term Sheet The Kroger Co. Pricing Term Sheet % Notes due Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , 20 Coupon: % Price to Public: % Yield to Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment Dates: and , commencing , 2012 Make-Whole Call: Treasury Rate plus basis points Trade Date: , 2012 Settlement Date: , 2012 Denominations: $2,000 x $1,000 Ratings: Joint Bookrunners: Xxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Mitsubishi UFJ Securities (USA), Inc. U.S. Bancorp Investments, Inc. Co-Managers: BNY Mellon Capital Markets, LLC Citigroup Global Markets Inc. Xxxxxx Xxxxxxxx, LLC Fifth Third Securities, Inc. PNC Capital Markets LLC Note: A description securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322, Mitsubishi UFJ Securities (USA), Inc. toll-free at 0-000-000-0000 or U.S. Bancorp Investments, Inc. toll-free at 0-000-000-0000. We expect that delivery of particular taxthe notes will be made against payment therefor on or about the settlement date specified above, accounting which will be the business day following the date of this term sheet. Under Rule 15c6-1 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of this term sheet will be required, by virtue of the fact that the notes initially will settle in T+ , to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date hereof should consult their own advisor. Any disclaimer or other unusual features (such notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as the addition a result of event risk languagethis communication being sent by Bloomberg or another email system. Pursuant to Section 8(d) of the Securities should be set forthUnderwriting Agreement, or referenced to an attached and accompanying description, if necessary to ensure agreement as the accountants shall furnish letters to the terms of Underwriters to the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectuseffect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. [If if Designated Securities are extendable debt Securitiessecurities, insert ---] — Extendable provisions: Designated Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial The initial annual interest rate will be ___%, and thereafter the annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate debt Securities Debt Securities, insert ---] — Floating Rate rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time of Delivery: Closing Location for Delivery of Securities: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A Terms]•: • Set forth or reference to an attached description of any particular tax, accounting or other unusual features (such as the addition of event risk language) of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offeringSecurities. SCHEDULE III Issuer Free Writing Prospectus:III

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ $ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ $ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. .] [If Designated Securities are extendable debt Securitiessecurities, insert ---] Extendable provisionsinsert-- --------------------------------------------------------------- EXTENDABLE PROVISIONS: Designated Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial The initial annual interest rate will be ___%, and thereafter the annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate floating rate debt Securities insert ---] Floating Rate provisionssecurities, insert-- ------------------------------------------------------------------ FLOATING RATE PROVISIONS: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates month][securities][certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) the then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisionsDEFEASANCE PROVISIONS: Time of DeliveryCLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES: Closing Location for Delivery of SecuritiesADDITIONAL CLOSING CONDITIONS: Names and addresses of RepresentativesNAMES AND ADDRESSES OF REPRESENTATIVES: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description of particular tax, accounting or other unusual features (such as the addition of event risk languageOTHER TERMS] : ANNEX II Pursuant to Section 7(e) of the Securities should be set forthUnderwriting Agreement, or referenced to an attached and accompanying description, if necessary to ensure agreement as the accountants shall furnish letters to the terms of Underwriters to the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectuseffect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. [If Securities are extendable debt Securities, insert ---] — Extendable provisions: Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities Securities, insert ---] — Floating Rate rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time of Delivery: Closing Location for Delivery of SecuritiesLocation: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description : Schedule III Time of particular taxSale Information Schedule IV Pricing Term Sheet The Kroger Co. Pricing Term Sheet % Notes due Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , accounting 20 Coupon: % Price to Public: % Yield to Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment Dates: and , commencing 2015 Make-Whole Call: Treasury Rate plus basis points Trade Date: , 2014 Settlement Date: , 2014 Denominations: $2,000 x $1,000 Joint Bookrunners: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Mitsubishi UFJ Securities (USA), Inc. Xxxxx Fargo Securities, LLC Citigroup Global Markets Inc. RBS Securities Inc. U.S. Bancorp Investments, Inc. Co-Managers: BB&T Capital Markets, a division of BB&T Securities, LLC BNY Mellon Capital Markets, LLC Fifth Third Securities, Inc. Xxxxxxx, Xxxxx & Co. PNC Capital Markets LLC RBC Capital Markets, LLC Santander Investment Securities Inc. The Xxxxxxxx Capital Group, L.P. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322, Mitsubishi UFJ Securities (USA), Inc. toll-free at 0-000-000-0000, or Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000. Any disclaimer or other unusual features (such notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as the addition a result of event risk languagethis communication being sent by Bloomberg or another email system. Pursuant to Section 8(d) of the Securities should be set forthUnderwriting Agreement, or referenced to an attached and accompanying description, if necessary to ensure agreement as the accountants shall furnish letters to the terms of Underwriters to the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectuseffect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. [If Securities are extendable debt Securities, insert ---] — Extendable provisions: Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year —year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities Securities, insert ---] — Floating Rate rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year —year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month —month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month —month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month —month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time of Delivery: Closing Location for Delivery of SecuritiesLocation: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * : Schedule III Time of Sale Information Schedule IV Pricing Term Sheet The Kroger Co. Pricing Term Sheet % Notes due Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , 20 Coupon: % Price to Public: % Yield to Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment Dates: and , commencing , 2010 Make-Whole Call: Treasury Rate plus basis points Trade Date: , 2009 Settlement Date: , 2009 (T+5) Denominations: $2,000 x $1,000 Ratings: Joint Bookrunners: Banc of America Securities LLC X.X. Xxxxxx Securities Inc. Co-Managers: Citigroup Global Markets Inc. Fortis Securities LLC Mitsubishi UFJ Securities (USA), Inc. The Xxxxxxxx Capital Group, L.P. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC Note: A description securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Banc of particular tax, accounting America Securities LLC toll-free at 1-800-294-1322 or X.X. Xxxxxx Securities Inc. collect at 0-000-000-0000. Any disclaimer or other unusual features (notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. We expect that delivery of the notes will be made against payment therefor on or about the settlement date specified above, which will be the fifth business day following the date of this term sheet. Under Rule 15c6-1 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any such as trade expressly agree otherwise. Accordingly, purchasers who wish to trade the addition notes on the date of event risk languagethis term sheet or the following business day will be required, by virtue of the fact that the notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date hereof or the following business day should consult their own advisor. Pursuant to Section 8(d) of the Securities should be set forthUnderwriting Agreement, or referenced to an attached and accompanying description, if necessary to ensure agreement as the accountants shall furnish letters to the terms of Underwriters to the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectuseffect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Purchased Securities are entitled to the benefit of a sinking fund to retire [$]__________ $ ] principal amount of Designated Purchased Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulative] redemptions at the option of the Company Bank to retire an additional [$]_________ $ ] principal amount of Designated Purchased Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. .] [If Purchased Securities are extendable debt Securitiessecurities, insert ---] insert— Extendable provisions: Purchased Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial The initial annual interest rate will be ___%, and thereafter the annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Purchased Securities are floating rate debt securities, insert— Floating Rate debt Securities insert ---] Floating Rate rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently the then-current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then then-current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time Closing location for delivery of Delivery: Closing Location for Delivery of Purchased Securities: Names and addresses of RepresentativesDocuments to be Delivered: Designated Representatives: Address for Notices, etc.The following documents referred to in the Distribution Agreement shall be delivered as a condition to the Closing: [Other TermsNone]* * A description of particular tax, accounting or other unusual features (such as the addition of event risk language) of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectus:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ $ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ $ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. .] [If Designated Securities are extendable debt Securitiessecurities, insert ---] insert— Extendable provisions: Designated Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial The initial annual interest rate will be ___%, and thereafter the annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are floating rate debt securities, insert— Floating Rate debt Securities insert ---] Floating Rate rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates month][securities][certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) the then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time Closing location for delivery of Delivery: Closing Location for Delivery of Designated Securities: Additional Closing Conditions: Paragraph 7(g) of the Underwriting Agreement should be modified in the event that the Securities are denominated in, indexed to, or principal or interest are paid in, a currency other than the U.S. dollar, more than one currency or in a composite currency. The country or countries issuing such currency should be added to the banking moratorium and hostilities clauses and the following additional clause should be added to the paragraph (the entire paragraph should be restated, as amended): “; ( ) the imposition of the proposal of exchange controls by any governmental authority in [insert the country or countries issuing such currency, currencies or composite currency]”. Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* : * A description of particular tax, accounting or other unusual features (such as the addition of event risk languageprovisions) of the Designated Securities should be set forth, or referenced to an attached and accompanying description, if necessary necessary, to ensure agreement as to the terms of the Designated Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing ProspectusANNEX II Pursuant to Section 7(d) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulative] redemptions at the option of the Company Issuer to retire an additional [$]_________ principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. [If Securities are extendable debt Securities, insert ---] Extendable provisionsProvisions: Securities are repayable on ________, ___ [insert day and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities insert ---] Floating Rate provisionsProvisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisionsProvisions: Time of Delivery: Closing Location for Delivery of Securities: Names and addresses Addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description of particular tax, accounting or other unusual features (such as the addition of event risk language) of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectus:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. [If Securities are extendable debt Securities, insert ---] — Extendable provisions: Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities Securities, insert ---] — Floating Rate rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time of Delivery: Closing Location for Delivery of SecuritiesLocation: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description : Schedule III Time of particular taxSale Information Schedule IV Pricing Term Sheet The Kroger Co. Pricing Term Sheet % Notes due Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , accounting 20 Coupon: % Price to Public: % Yield to Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment Dates: and , commencing 2018 Make-Whole Call: Treasury Rate plus basis points Trade Date: , 2017 Settlement Date: , 2017 Denominations: $2,000 x $1,000 Joint Bookrunners / Co-Managers: Mizuho Securities USA LLC Citigroup Global Markets Inc. Xxxxxxx Sachs & Co. LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated RBC Capital Markets, LLC U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC BNY Mellon Capital Markets, LLC Fifth Third Securities, Inc. MUFG Securities Americas Inc. 36 PNC Capital Markets LLC Santander Investment Securities Inc. The Xxxxxxxx Capital Group, L.P. CastleOak Securities, L.P. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Mizuho Securities USA LLC toll-free at 1-866-271-7403, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, Xxxxxxx Xxxxx & Co. LLC toll-free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322, RBC Capital Markets, LLC toll-free at 1-866-375- 6829, U.S. Bancorp Investments, Inc. toll-free at 0-000-000-0000, or Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000. Any disclaimer or other unusual features (such notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as the addition a result of event risk languagethis communication being sent by Bloomberg or another email system. Pursuant to Section 8(d) of the Securities should be set forthUnderwriting Agreement, or referenced to an attached and accompanying description, if necessary to ensure agreement as the accountants shall furnish letters to the terms of Underwriters to the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectuseffect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. [If Securities are extendable debt Securities, insert ---] — Extendable provisions: Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities Securities, insert ---] — Floating Rate rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time of Delivery: Closing Location for Delivery of SecuritiesLocation: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * : Schedule III Time of Sale Information Schedule IV Pricing Term Sheet The Kroger Co. Pricing Term Sheet % Notes due Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , 20 Coupon: % Price to Public: % Yield to Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment Dates: and , commencing , 20 Make-Whole Call: Treasury Rate plus basis points Trade Date: , 20 Settlement Date: , 20 Denominations: $2,000 x $1,000 Ratings: Joint Bookrunners: Co-Managers: Note: A description securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free at . We expect that delivery of particular taxthe notes will be made against payment therefor on or about the settlement date specified above, accounting which will be the business day following the date of this term sheet. Under Rule 15c6-1 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of this term sheet will be required, by virtue of the fact that the notes initially will settle in T+ , to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date hereof should consult their own advisor. Any disclaimer or other unusual features (such notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as the addition a result of event risk languagethis communication being sent by Bloomberg or another email system. Pursuant to Section 8(d) of the Securities should be set forthUnderwriting Agreement, or referenced to an attached and accompanying description, if necessary to ensure agreement as the accountants shall furnish letters to the terms of Underwriters to the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectuseffect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ $ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ $ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. .] [If Designated Securities are extendable debt Securitiessecurities, insert ---] Extendable provisionsinsert-- EXTENDABLE PROVISIONS: Designated Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial The initial annual interest rate will be ___%, and thereafter the annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate floating rate debt Securities insert ---] Floating Rate provisionssecurities, insert-- FLOATING RATE PROVISIONS: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates month][securities][certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) the then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) the then current interest yield equivalent of equivalentof the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisionsDEFEASANCE PROVISIONS: Time of DeliveryLOCK-UP PROVISIONS: Closing Location for Delivery of SecuritiesCLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES: Names and addresses of RepresentativesNAMES AND ADDRESSES OF REPRESENTATIVES: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description of particular tax, accounting or other unusual features (such as the addition of event risk languageCAPTIONS OF PROSPECTUS SUPPLEMENT: OTHER TERMS: ANNEX II Pursuant to Section 7(d) of the Securities should be set forthUnderwriting Agreement, or referenced to an attached and accompanying description, if necessary to ensure agreement as the accountants shall furnish letters to the terms of Underwriters to the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectuseffect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. [If Securities are extendable debt Securities, insert ---] — Extendable provisions: Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities Securities, insert ---] — Floating Rate rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time of Delivery: Closing Location for Delivery of SecuritiesLocation: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * : Schedule III Time of Sale Information Schedule IV Pricing Term Sheet The Kroger Co. Pricing Term Sheet % Notes due Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , 20 Coupon: % Price to Public: % Yield to Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment Dates: and , commencing , 2010 Make-Whole Call: Treasury Rate plus basis points (no call premium in six months prior to maturity) Trade Date: , 2010 Settlement Date: , 2010 Denominations: $2,000 x $1,000 Ratings: Joint Bookrunners: Banc of America Securities LLC U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC Co-Managers: BNY Mellon Capital Markets, LLC RBS Securities Inc. Rabo Securities USA, Inc. CastleOak Securities, L.P. Note: A description securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Banc of particular taxAmerica Securities LLC toll-free at 1-800-294-1322, accounting U.S. Bancorp Investments, Inc. toll-free at 1- 000-000-0000 or collect at (000) 000-0000 or Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000. We expect that delivery of the notes will be made against payment therefor on or about the settlement date specified above, which will be the fifth business day following the date of this term sheet. Under Rule 15c6-1 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of this term sheet or the following business day will be required, by virtue of the fact that the notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date hereof or the following business day should consult their own advisor. Any disclaimer or other unusual features (such notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as the addition a result of event risk languagethis communication being sent by Bloomberg or another email system. Pursuant to Section 8(d) of the Securities should be set forthUnderwriting Agreement, or referenced to an attached and accompanying description, if necessary to ensure agreement as the accountants shall furnish letters to the terms of Underwriters to the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectuseffect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, ,together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. [If Securities are extendable debt Securities, insert ---] — Extendable provisions: Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities Securities, insert ---] — Floating Rate rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time of Delivery: Closing Location for Delivery of SecuritiesLocation: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description : Schedule III Time of particular taxSale Information Schedule IV Pricing Term Sheet The Kroger Co. Pricing Term Sheet % Notes due Issuer: The Kroger Co. Principal Amount: $ Security Type: Senior Note Maturity: , accounting 20 Coupon: % Price to Public: % Yield to Maturity: % Spread to Benchmark Treasury: % Benchmark Treasury: Benchmark Treasury Spot and Yield: % Interest Payment Dates: and , commencing , 2014 Make-Whole Call: Treasury Rate plus basis points Trade Date: , 2014 Settlement Date: , 2014 Denominations: $2,000 x $1,000 Joint Bookrunners: Citigroup Global Markets Inc. RBC Capital Markets, LLC RBS Securities Inc. Xxxxx Fargo Securities, LLC Co-Managers: Fifth Third Securities, Inc. BNY Mellon Capital Markets, LLC Xxxxxx Xxxxxxxx, LLC Xxxxxxx, Xxxxx & Co. Mitsubishi UFJ Securities (USA), Inc. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-800-831-9146, RBC Capital Markets, LLC toll-free at 0-000-000-0000 or RBS Securities Inc. toll-free at 0-000-000-0000. We expect that delivery of the notes will be made against payment therefor on or about the settlement date specified above, which will be the business day following the date of this term sheet. Under Rule 15c6-1 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of this term sheet will be required, by virtue of the fact that the notes initially will settle in T+ , to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date hereof should consult their own advisor. Any disclaimer or other unusual features (such notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as the addition a result of event risk languagethis communication being sent by Bloomberg or another email system. Pursuant to Section 8(d) of the Securities should be set forthUnderwriting Agreement, or referenced to an attached and accompanying description, if necessary to ensure agreement as the accountants shall furnish letters to the terms of Underwriters to the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectuseffect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ $ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ $ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. .] [If Designated Securities are extendable debt Securitiessecurities, insert ---] Extendable provisionsinsert-- EXTENDABLE PROVISIONS: Designated Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial The initial annual interest rate will be ___%, and thereafter the annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate floating rate debt Securities insert ---] Floating Rate provisionssecurities, insert-- FLOATING RATE PROVISIONS: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year or year [month] [securities] [certificates month][securities][certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) the then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for ___-month month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisionsCONVERTIBILITY OR EXCHANGEABILITY PROVISIONS: Time of DeliveryDEFEASANCE PROVISIONS: Closing Location for Delivery of SecuritiesCLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES: Names and addresses of RepresentativesADDITIONAL CLOSING CONDITIONS: NAMES AND ADDRESSES OF REPRESENTATIVES: Designated Representatives: Address for Notices, etc.: [Other Terms]* * OTHER TERMS]/*/ ---------- /*/ A description of particular taxDESCRIPTION OF PARTICULAR TAX, accounting or other unusual features ACCOUNTING OR OTHER UNUSUAL FEATURES (such as the addition of event risk languageSUCH AS THE ADDITION OF EVENT RISK PROVISIONS) OF THE DESIGNATED SECURITIES SHOULD BE SET FORTH, OR REFERENCED TO AN ATTACHED AND ACCOMPANYING DESCRIPTION, IF NECESSARY, TO ENSURE AGREEMENT AS TO THE TERMS OF THE DESIGNATED SECURITIES TO BE PURCHASED AND SOLD. SUCH A DESCRIPTION MIGHT APPROPRIATELY BE IN THE FORM IN WHICH SUCH FEATURES WILL BE DESCRIBED IN THE PROSPECTUS SUPPLEMENT FOR THE OFFERING. ANNEX II Accountants' Letter ------------------- Pursuant to Section 7(e) of the Securities should be set forthUnderwriting Agreement, or referenced to an attached and accompanying description, if necessary to ensure agreement as the Company's independent certified public accountants shall furnish letters to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectuseffect that:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ $ ] principal amount of Designated Securities on ____________ [ ] in each of the years _____ [ ] through _____ [ ] at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ $ ] principal amount of Designated Securities in the years _____ [ ] through _____ [ ] at 100% of their principal amount plus accrued interest]. .] [If Securities are extendable debt Securitiessecurities, insert ---] insert— Extendable provisions: Securities are repayable on ________[ ], ___ [ ] [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial The initial annual interest rate will be ___[ ]%, and thereafter the annual interest rate will be adjusted on __________[ ], __ [ ] and ______, __ [ ] to a rate not less than ___[ ]% of the effective annual interest rate on U.S. Treasury obligations with ____[ ]-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are floating rate debt securities, insert— Floating Rate debt Securities insert ---] Floating Rate rate provisions: Initial annual interest rate will be ___[ ]% through ___[ ] [and thereafter will be adjusted [monthly] [on each _________[ ], _________[ ], ________ [ ] and __________[ ]] [to an annual rate of ____[ ]% above the average rate for ____[ ]-year [month] [securities] [certificates of deposit] issued by ________ [ ] and ________ [ ] [insert names of banks].] [and the annual interest rate [thereafter] [from _________ [ ] through _________[ ]] will be the interest yield equivalent of the weekly average per annum market discount rate for ____[ ]-month Treasury bills plus ___[ ]% of Interest Differential (the excess, if any, of (i) the then currently current weekly average per annum secondary market yield for ___[ ]-month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for ___[ ]-month Treasury bills); [from _________ [ ] and thereafter the rate will be the then current interest yield equivalent plus ___[ ]% of Interest Differential].] Defeasance provisions: Time of Delivery: [Include provisions for Full/Covenant Defeasance, if any] Closing Location location for Delivery delivery of Securities: Additional Closing Conditions: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description of particular tax, accounting or other unusual features (such as the addition of event risk language) of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectus:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ [ ] principal amount of Designated Securities on ____________ [ ] in each of the years _____ [ ] through _____ [ ] at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulativenon-cumulative] redemptions at the option of the Company to retire an additional [$]_________ $ principal amount of Designated Securities in the years _____ [ ] through _____ [ ] at 100% of their principal amount plus accrued interest]. .] [If Designated Securities are extendable debt Extendable Debt Securities, insert ---] insert— Extendable provisionsProvisions: The Designated Securities are repayable on ________, ___ [insert day and years[ ], at the option of the holder, at their principal amount with accrued interest. Initial The initial annual interest rate will be ___[ ]%, and thereafter the annual interest rate will be adjusted on __________[ ], __ and ______, __ [ ] to a rate not less than ___[ ]% of the effective annual interest rate on U.S. Treasury [ ] obligations with ____-year [ ] year maturities as of the [insert interest date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate debt Securities insert ---] Debt Securities, insert— Floating Rate provisionsProvisions: Initial The initial annual interest rate will be ___[ ]% through ___[ ] [and thereafter will be adjusted [monthly] [on each _________[ ], _________, ________ and __________] [to an annual rate of ____[ ]% above the average rate for ____-year [month-month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ [ ] through _________[ ]] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___[ ]% of the Interest Differential (the excess, if any, of (i) then currently the then-current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then the then-current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then then-current interest yield equivalent plus ___[ ]% of the Interest Differential].] Defeasance provisions: Time of Delivery: [ ] Closing Location for Delivery of SecuritiesLocation: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms[ ]* * A description of particular tax, accounting or other unusual features (such as the addition of event risk language) of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectus:

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ ] principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$]_________ ] principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. [If if Designated Securities are extendable debt Securitiessecurities, insert ---] — Extendable provisions: Designated Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial The initial annual interest rate will be ___%, and thereafter the annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate debt Securities Debt Securities, insert ---] — Floating Rate rate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisions: Time of Delivery: Closing Location for Delivery of Securities: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A ·: · Set forth or reference to an attached description of any particular tax, accounting or other unusual features (such as the addition of event risk language) of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offeringSecurities. SCHEDULE III Issuer Free Writing Prospectus:III

Sinking Fund Provisions. [No sinking fund provisions] [The Designated Offered Debt Securities are entitled to the benefit of a sinking fund to retire [$]__________ ] principal amount of Designated Offered Debt Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulativecumulative][noncumulative] redemptions at the option of the Company to retire an additional [$]_________ ] principal amount of Designated Offered Debt Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest]. [If Securities are extendable debt Securities, insert ---] Extendable provisions- EXTENDABLE PROVISIONS: The Offered Debt Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] . [If Securities are Floating Rate debt Securities Debt Securities, insert ---] Floating Rate provisions- FLOATING RATE PROVISIONS: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on monthly][on each _________, _________, ________ and __________] ][to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates month][securities][certificates of deposit] issued by ________ and ________ [insert names of banks].,] [and the annual interest rate [thereafter] [from _________ thereafter][from through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance provisionsTIME OF DELIVERY: Time of DeliveryCLOSING LOCATION: Closing Location for Delivery of Securities: Names and addresses of RepresentativesNAMES AND ADDRESSES OF REPRESENTATIVES: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description OTHER TERMS] SCHEDULE II Principal Amount of particular tax, accounting or other unusual features (such as the addition of event risk language) of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the terms of the Offered Debt Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. Underwriter Purchased ----------- ------------ [Name(s) of Representative(s)].................................. [Name(s) of Underwriter(s)]..................................... -------------- Total........................................................ $ -------------- SCHEDULE III Issuer Free Writing Prospectus:III