The values of the restricted stock units that will be awarded to you are as follows:

A Payout Percentage corresponding to performance between two discrete values in the table will be interpolated.

DETERMINATION OF INCENTIVE AWARDS – Subject to the Administrator’s written certification, Incentive Awards will be paid to each Participant based on the actual attainment of the Performance Objectives, as determined in accordance with Section IV.A above, relative to the range of Performance Objective values established for the Plan Period. The Administrator may exercise discretion to increase, or decrease, the amount of the Incentive Award paid to any Participant based on management’s assessment of the individual’s performance or other considerations deemed relevant by the Administrator.

Upon the determination of the Wegmans Values, and notwithstanding anything to the contrary contained in [Section 2.2] of the Agreement, if (and only if) the With Wegmans Value (as hereinafter defined) is greater than the Without Wegmans Value (as hereinafter defined), then the “Aggregate Exchange Value” shall be reduced by an amount equal to the difference between the With Wegmans Value minus the Without Wegmans Value, and the parties shall promptly memorialize the same in a further amendment to the Agreement.

We have filed a detailed statement of our computations with the insurance supervisory official in the jurisdiction where this Contract is delivered. The values are not less than those required by the law of that state or jurisdiction. Any benefit provided by an attached Optional Benefit Rider will not increase these values unless otherwise stated in that Rider.

Determination Date, the present values of accrued benefits and the amounts of account balances of an Employee as of the Determination Date shall be increased by the distributions made with respect to the Employee under the Plan and any plan aggregated with the Plan under Code Section 416(g)(2) during the one-year period ending on the Determination Date. The preceding sentence also shall apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Code Section 416(g)(2)(A)(i). In the case of a distribution made for a reason other than separation from service, death, or disability, this provision shall be applied by substituting "five-year period" for "one-year period." The accrued benefits and accounts of any individual who has not performed services for the Company during the one-year period ending on the Determination Date shall not be taken into account.

The purchase price has been allocated based on Management’s estimates and independent appraisal of fair values as follows:

Required Aggregation Group means a group of plans consisting of # each plan of the Affiliated Companies in which a Key Employee participates during the plan year containing the Determination Date for such plan and # any other plan of the Affiliated Companies that enables any of such plans to satisfy the requirements of Code Sections 401(a)(4) or 410. Benefits under such plans shall be aggregated by adding together the present values of the accrued benefits (determined separately for such plan as of each plan’s Determination Date) and adding together the results for each plan as of the Determination Dates for such plans that fall within the same calendar year. If an Aggregation Group includes two or more defined benefit plans, the same actuarial assumptions will be used with respect to all such plans in accordance with IRS Regulation 1.416-1, T-26.

Values for other payment periods, ages or joint life combinations are available on request. Monthly payments are shown for each $1,000 applied.

Next from the Fixed Rate Strategy based on the order that values are allocated on a first in first out basis; and