Retrieval-Aware Distillation for Transformer-SSM Hybrids

State-space models (SSMs) offer efficient sequence modeling but lag behind Transformers on benchmarks that require in-context retrieval. Prior work links this gap to a small set of attention heads, termed Gather-and-Aggregate (G&A), which SSMs struggle to reproduce. We propose *retrieval-aware distillation*, which converts a pretrained Transformer into a hybrid student by preserving only these retrieval-critical heads and distilling the rest into recurrent heads. We identify the essential heads via ablation on a synthetic retrieval task, producing a hybrid with sparse, non-uniform attention placement. We show that preserving **just 2% of attention heads recovers over 95% of teacher performance on retrieval-heavy tasks** (10 heads in a 1B model), requiring far fewer heads than hybrids that retain at least 25%. We further find that large recurrent states often compensate for missing retrieval: once retrieval is handled by these heads, the SSM backbone can be simplified with limited loss, even with an 8times reduction in state dimension. By reducing both the attention cache and the SSM state, the resulting hybrid is 5--6times more memory-efficient than comparable hybrids, closing the Transformer--SSM gap at a fraction of the memory cost.