Pricing Agreement J.P. Morgan Securities Inc. Goldman, Sachs & Co. First Chicago Capital Markets, Inc. First Union Capital Markets Corp. CIBC Oppenheimer Corp. As Representatives of the several Underwriters named in Schedule I hereto, February 20, 1998 Dear Sirs: The Kroger Co., an Ohio corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated April 23, 1997 (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this 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, except that each representation and warranty which refers to the Prospectus in Section2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. 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 principal amount of Designated Securities set forth opposite the name of such Underwriter in ScheduleI hereto. If the foregoing is in accordance with your understanding, please sign and return to us six counterparts 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. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, The Kroger Co. By Name: W. Rodney McMullen Title: Senior Vice President and Chief Financial Officer Accepted as of the date hereof: J.P. Morgan Securities Inc. Goldman, Sachs & Co. First Chicago Capital Markets, Inc. First Union Capital Markets Corp. CIBC Oppenheimer By: J.P. Morgan Securities Inc. On behalf of each of the Underwriters SCHEDULE I Principal Amount of Designated Securities to be Underwriter Purchased J.P. Morgan Securities Inc. $70,000,000 Goldman, Sachs & Co. 70,000,000 First Chicago Capital Markets, Inc. 20,000,000 First Union Capital Markets Corp. 20,000,000 CIBC Oppenheimer 20,000,000 Total $200,000,000 SCHEDULE II Title of Designated Securities: 6 3/8% Senior Notes due 2008 Aggregate principal amount: $200,000,000 Price to Public: 99.284% of the principal amount of the Designated Securities, plus accrued interest from February 25, 1998 Purchase Price by Underwriters: 98.634% of the principal amount of the Designated Securities, plus accrued interest from February 25, 1998 Specified funds for payment of purchase price: Immediately available funds Indenture: Indenture dated as of July 15, 1996, between the Company and Star Bank, National Association, as Trustee Maturity: March 1, 2008 Interest Rate: 6 3/8% Interest Payment Dates: March 1 and September 1, commencing September 1, 1998 Redemption Provisions: As described in the Prospectus Supplement dated February 20, 1998 Sinking Fund Provisions No sinking fund provisions Defeasance provisions: As described in the Prospectus Supplement dated February 20, 1998 Time of Delivery: February 25, 1998 Closing Location: The Offices of Fried, Frank, Harris, Shriver & Jacobson One New York Plaza, New York, New York 10004 Names and addresses of Representatives: Designated Representative: J.P. Morgan Securities Inc. Address for Notices, etc.: 60 Wall Street New York, New York 10260-0060