Early Retirement Program

EXHIBIT 10.28


CERTIFIED GROCERS OF CALIFORNIA, LTD.
EARLY RETIREMENT PROGRAM


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This is an exciting and challenging time to be part of the grocery industry. The upcoming merger of Certified Grocers with United Grocers will provide more choices for our customers - and our employees.


One of those choices - for our non-union employees - is a special Early Retirement Program that's designed to make early retirement easier and more affordable for certain long-service employees, and address a number of staffing challenges we will have in bringing the two companies together.


Many long-service employees may see the merger as an opportunity to reexamine their personal and professional goals. This voluntary program is designed to give our employees that opportunity While some may not be ready to retire, others may welcome the opportunity to try something new outside the company - without jeopardizing their retirement benefits.


This brochure outlines the key features of the Early Retirement Program. Please review this information carefully so that you have a complete picture of the available that are available. Remember: This program is completely voluntary What's important is for you to make the decision that best fits your needs.


Eligibility You are eligible for this program if you will be at least 50 years old on December 31, 1999, and you meet one of the "Age plus Service" requirements shown below.


- ------------------------------------------------------------------------------------------------------ Category Requirements - ------------------------------------------------------------------------------------------------------ 85 Points . Age plus Service equals 85 or more, and
. Age 55 or older - ------------------------------------------------------------------------------------------------------ 75 Points . Age plus Service equals 75 to 84, and
. Age 55 or older - ------------------------------------------------------------------------------------------------------ 65 Points . Age plus Service equals 65 to 74, and
. Age 55 or older - ------------------------------------------------------------------------------------------------------ 70 Points . Age plus Service equals 70 or more and you are age 50 to 54 - ------------------------------------------------------------------------------------------------------


Early retirement benefits will vary based on your age and service category.


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85 Points and Age 55 or Older


If your Age plus Service equals 85 or more, and you are age 55 or older, you will be eligible for the following benefits:


. Pension Credit - up to five years of Age toward your pension benefit
(maximum of age 65) . Supplemental Pension Benefit - One week of pay for each complete year of
Service, up to a maximum of 26 weeks . Sick Leave - Payment of half your sick leave bank


Pension Credit


If you retire under the Early Retirement Program, your monthly pension benefit will first be determined using the regular pension plan formula. Under this formula, pension benefits that begin before age 65 are reduced 5% a year for each year before age 65. As an example, if you begin to receive pension benefits at age 64, they will be 5% less than if you had waited until age 65.


To counter this reduction, the Early Retirement Program adds Live years to your current age (up to a maximum of 65). This credit will provide you with a larger pension benefit.


Supplemental Pension Benefit


You will receive one week of pay for each complete year of service, up to a maximum of 26 weeks. This Supplemental Pension Benefit will be provided to you in your choice of a lump sum on your retirement date, or in the form of a supplemental monthly annuity payment.


Sick Leave Bank You will receive a single lump-sum payment equal to half your sick leave bank. You will receive this lump-sum payment on your retirement date.


Checklist Deciding whether to continue working or to take early retirement is a personal decision. The following checklist is designed to help you review your options.


. Determine your post-retirement income. Include income from all possible
sources, including Certified Grocers' Retirement Plan, the Sheltered
Savings Plan, your personal savings and investments, and Social Security.
Your Personalized Retirement Income Statement can help you in this process,
but you'll need to do some additional legwork by contacting the Social
Security


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Administration for an earnings estimate and by reviewing your other savings
and investment programs. Be sure to find out when each source will become
available to you. . Develop a budget for your post-retirement expenses. Then compare your
estimated expenses to your income. Review your estate planning needs with
an attorney. Consider talking to a financial planner as well.


Budget Developing a budget is a two-step process. First, you need to determine your retirement income. Then you need to determine your post-retirement expenses.


Retirement income can come from a number of sources, including:


. Certified Grocers' Retirement Plan . Certified Grocers' Sheltered Savings Plan . Social Security (but not until you reach age 62) . Personal savings, investments, and related earnings . Earnings from post-retirement employment


Your retirement expenses fall into three categories:


. Fixed expenses - such as housing, loan payments, insurance premiums, and
taxes . Recurring basic living costs - such as expenses for food and utilities . Discretionary expenses - such as expenses for gifts, recreation, and travel


75 Points and Age 55 or Older


If your Age plus Service equals 75 to 84, and you are age 55 or older, you will be eligible for the following benefits.


. Pension Credit - up to five years of Age toward your pension benefit
(maximum of age 65) . Retiree Health Insurance Credit - five additional points toward your
retiree health insurance . Sick Leave - Payment of half your sick leave bank


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Pension Credit


If you retire under the Early Retirement Program, your monthly pension benefit will first be determined using the regular pension plan formula. Under this formula, pension benefits that begin before age 65 are reduced 5% a year for each year before age 65. As an example, if you begin to receive pension benefits at age 64, they will be 5% less than if you had waited until age 65.


To counter this reduction, the Early Retirement Program adds five years to your current age (up to a maximum of 65). This credit will provide you with a larger benefit.


Retiree Medical Insurance Credits Retiree medical insurance is available to eligible retirees with 15 years of service who are at least age 55 when they retire and meet the following eligibility criteria:

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