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                                                                     Exhibit 1.1




                                 The Kroger Co.
                                 Debt Securities
                                 ---------------

                             UNDERWRITING AGREEMENT

To the Representatives of the                                   August 14, 2000
  several Underwriters named in the
   respective Pricing Agreements
   hereinafter described.

Dear Sirs:

      From time to time The Kroger Co., an Ohio corporation (the "Company"), and
the Guarantors on Schedule I and the signature pages hereto propose to enter
into one or more Pricing Agreements (each a "Pricing Agreement") in the form of
Annex I hereto, with such additions and deletions as the parties thereto may
determine, and, subject to the terms and conditions stated herein and therein,
to issue and sell to the firms named in Schedule I to the applicable Pricing
Agreement (such firms constituting the "Underwriters" with respect to such
Pricing Agreement and the securities specified therein) certain of its debt
securities (the "Securities") specified in Schedule II to such Pricing Agreement
(with respect to such Pricing Agreement, the "Designated Securities").

      The terms and rights of any particular issuance of Designated Securities
shall be as specified in the Pricing Agreement relating thereto and in or
pursuant to the indenture (the "Indenture") identified in such Pricing
Agreement.

      1. Particular sales of Designated Securities may be made from time to time
to the Underwriters of such Securities, for whom the firms designated as
representatives of the Underwriters of such Securities in the Pricing Agreement
relating thereto will act as representatives (the "Representatives"). The term
"Representatives" also refers to a single firm acting as sole representative of
the Underwriters and to Underwriters who act without any firm being designated
as their representative. This Underwriting Agreement shall not be construed as
an obligation of the Company to sell any of the Securities or as an obligation
of any of the Underwriters to purchase the Securities. The obligation of the
Company to issue and sell any of the Securities and the obligation of any of the
Underwriters to purchase any of the Securities shall be evidenced by the Pricing
Agreement with respect to the Designated Securities specified therein. Each
Pricing Agreement shall specify the aggregate principal amount of such
Designated Securities, the initial public offering price of such Designated
Securities, the purchase price to the Underwriters of such Designated
Securities, the names of the Underwriters of such Designated Securities, the
names of the Representatives of such Underwriters and the principal amount of
such Designated Securities to be purchased by each Underwriter and shall set
forth the date, time and manner of delivery to such Designated Securities and
payment therefor. The Pricing Agreement shall also specify (to the extent not
set forth in the Indenture and the registration statement and


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prospectus with respect thereto) the terms of such Designated Securities. A
Pricing Agreement shall be in the form of an executed writing (which may be in
counterparts), and may be evidenced by an exchange of telegraphic communications
or any other rapid transmission device designed to produce a written record of
communications transmitted. The obligations of the Underwriters under this
Agreement and each Pricing Agreement shall be several and not joint.

               2. The Company represents and warrants to, and agrees with,
each of the Underwriters that:

           (a) A registration statement in respect of the Securities has been
      filed with the Securities and Exchange Commission (the "Commission"); such
      registration statement and any post-effective amendment thereto, each in
      the form heretofore delivered or to be delivered to the Representatives
      and, excluding exhibits to such registration statement, but including all
      documents incorporated by reference in the prospectus contained therein,
      to the Representatives for each of the other Underwriters, have been
      declared effective by the Commission in such form; no other document with
      respect to such registration statement or document incorporated by
      reference therein has heretofore been filed or transmitted for filing with
      the Commission; and no stop order suspending the effectiveness of such
      registration statement has been issued and no proceeding for that purpose
      has been initiated or threatened by the Commission (any preliminary
      prospectus included in such registration statement or filed with the
      Commission pursuant to Rule 424(a) of the rules and regulations of the
      Commission under the Securities Act of 1933, as amended (the "Act"), being
      hereinafter called a "Preliminary Prospectus"; the various parts of such
      registration statement, including all exhibits thereto and the documents
      incorporated by reference in the prospectus contained in the registration
      statement at the time such part of the registration statement became
      effective but excluding Form T-1, each as amended at the time such part of
      the registration statement became effective, being hereinafter called the
      "Registration Statement"; the prospectus relating to the Securities, in
      the form in which it has most recently been filed, or transmitted for
      filing, with the Commission on or prior to the date of this Agreement,
      being hereinafter called the "Prospectus"; any reference herein to any
      Preliminary Prospectus or the Prospectus shall be deemed to refer to and
      include the documents incorporated by reference therein pursuant to the
      applicable form under the Act, as of the date of such Preliminary
      Prospectus or Prospectus, as the case may be; any reference to any
      amendment or supplement to any Preliminary Prospectus or the Prospectus
      shall be deemed to refer to and include any documents filed after the date
      of such Preliminary Prospectus or Prospectus, as the case may be, under
      the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
      incorporated by reference in such Preliminary Prospectus or Prospectus, as
      the case may be; any reference to any amendment to the Registration
      Statement shall be deemed to refer to and include any annual report of the
      Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after
      the effective date of the Registration Statement that is incorporated by
      reference in the Registration Statement; and any reference to the
      Prospectus as amended or supplemented shall be deemed to refer to the
      Prospectus as amended or supplemented in relation to the applicable
      Designated Securities in the form in which it is filed with the Commission
      pursuant to Rule 424(b) under the Act in accordance with Section 5(a)
      hereof, including any documents incorporated by reference therein as of
      the date of such filing);


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           (b) The documents incorporated by reference in the Prospectus, when
      they became effective or were filed with the Commission, as the case may
      be, conformed in all material respects to the requirements of the Act or
      the Exchange Act, as applicable, and the rules and regulations of the
      Commission thereunder, and none of such documents contained an untrue
      statement of a material fact or omitted to state a material fact required
      to be stated therein or necessary to make the statements therein not
      misleading; and any further documents so filed and incorporated by
      reference in the Prospectus or any further amendment or supplement
      thereto, when such documents become effective or are filed with the
      Commission, as the case may be, will conform in all material respects to
      the requirements of the Act or the Exchange Act, as applicable, and the
      rules and regulations of the Commission thereunder and will not contain an
      untrue statement of a material fact or omit to state a material fact
      required to be stated therein or necessary to make the statements therein
      not misleading; provided, however, that this representation and warranty
      shall not apply to any statements or omissions made in reliance upon and
      in conformity with information furnished in writing to the Company by an
      Underwriter of Designated Securities through the Representatives expressly
      for use in the Prospectus as amended or supplemented relating to such
      Securities;

           (c) The Registration Statement and the Prospectus conform, and any
      further amendments or supplements to the Registration Statement or the
      Prospectus will conform, in all material respects to the requirements of
      the Act and the Trust Indenture Act of 1939, as amended (the "Trust
      Indenture Act") and the rules and regulations of the Commission thereunder
      and do not and will not, as of the applicable effective date as to the
      Registration Statement and any amendment thereto and as of the applicable
      filing date as to the Prospectus and any amendment or supplement thereto,
      contain an untrue statement of a material fact or omit to state a material
      fact required to be stated therein or necessary to make the statements
      therein not misleading; provided, however, that this representation and
      warranty shall not apply to any statements or omissions made in reliance
      upon and in conformity with information furnished in writing to the
      Company by an Underwriter of Designated Securities through the
      Representatives expressly for use in the Prospectus as amended or
      supplemented relating to such Securities;

           (d) The Company and its subsidiaries have not sustained since the
      date of the latest audited financial statements included or incorporated
      by reference in the Prospectus any material loss or interference with
      their businesses, taken as a whole, from fire, explosion, flood or other
      calamity, whether or not covered by insurance, or from any labor dispute
      or court or governmental action, order or decree, otherwise than as set
      forth or contemplated in the Prospectus; and, since the respective dates
      as of which information is given in the Registration Statement and the
      Prospectus, there has not been any material change in the capital stock or
      long-term debt of the Company and its subsidiaries on a consolidated basis
      or any material adverse change, or any development involving a prospective
      material adverse change, in or affecting the general affairs, management,
      financial position, stockholders' equity or results of operations of the
      Company and its subsidiaries, taken as a whole, otherwise than as set
      forth or contemplated in the Prospectus;

           (e) The Company and its subsidiaries have good and marketable title
      in fee simple to all real property and good and marketable title to all
      personal property owned by them, in each case free and clear of all liens,
      encumbrances and defects


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      except such as are described in the Prospectus or such as do not
      materially affect the value of such property and do not interfere with the
      use made and proposed to be made of such property by the Company and its
      subsidiaries; and any real property and buildings held under lease by the
      Company and its subsidiaries are held by them under valid, subsisting and
      enforceable leases with such exceptions as are not material and do not
      interfere with the use made and proposed to be made of such property and
      buildings by the Company and its subsidiaries;

           (f) The Company has been duly incorporated and is validly existing as
      a corporation in good standing under the laws of the State of Ohio, with
      power and authority (corporate and other) to own its properties and
      conduct its business as described in the Prospectus, and has been duly
      qualified as a foreign corporation for the transaction of business and is
      in good standing under the laws of each other jurisdiction in which it
      owns or leases properties, or conducts any business, so as to require such
      qualification, or is subject to no material liability or disability by
      reason of the failure to be qualified in any such jurisdiction; and each
      subsidiary of the Company has been duly incorporated and is validly
      existing as a corporation in good standing under the laws of its
      jurisdiction of incorporation;

           (g) The Company has an authorized capitalization as set forth in the
      Prospectus, and all of the issued shares of capital stock of the Company
      have been duly and validly authorized and issued and are fully paid and
      non-assessable; and all of the issued shares of capital stock of each
      subsidiary of the Company have been duly and validly authorized and
      issued, are fully paid and non-assessable and (except for directors'
      qualifying shares) are owned directly or indirectly by the Company, free
      and clear of all liens, encumbrances, equities or claims;

           (h) The Securities have been duly authorized, and, when Designated
      Securities are issued and delivered pursuant to this Agreement and the
      Pricing Agreement with respect to such Designated Securities against
      payment of the consideration specified in the Pricing Agreement, such
      Designated Securities will have been duly executed, authenticated, issued
      and delivered and will constitute valid and legally binding obligations of
      the Company, enforceable in accordance with their terms, subject, as to
      enforcement, to bankruptcy, insolvency, reorganization and other laws of
      general applicability relating to or affecting creditors' rights and to
      general equity principles and will be entitled to the benefits provided by
      the Indenture under which they are to be issued which will be
      substantially in the form filed as an exhibit to the Registration
      Statement; the Indenture has been duly authorized and duly qualified under
      the Trust Indenture Act and, at the Time of Delivery for such Designated
      Securities (as defined in Section 4 hereof), the Indenture will constitute
      a valid and legally binding instrument, enforceable in accordance with its
      terms, subject, as to enforcement, to bankruptcy, insolvency,
      reorganization and other laws of general applicability relating to or
      affecting creditors' rights and to general equity principles; and the
      Indenture conforms, and the Designated Securities will conform, in all
      material respects, to the descriptions thereof contained in the Prospectus
      as amended or supplemented with respect to such Designated Securities;

           (i) The issue and sale of the Securities and the compliance by the
      Company with all of the provisions of the Securities, the Indenture, this
      Agreement and any Pricing Agreement, and the consummation of the
      transactions herein and therein contemplated will not conflict with or
      result in a breach of any of the terms or



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      provisions of, or constitute a default under, any indenture, mortgage,
      deed of trust, loan agreement or other agreement or instrument to which
      the Company or any of its subsidiaries is a party or by which the Company
      or any of its subsidiaries is bound or to which any of the property or
      assets of the Company or any of its subsidiaries is subject, nor will such
      action result in any violation of the provisions of the Articles of
      Incorporation, as amended, or the Regulations of the Company or any
      statute or any order, rule or regulation of any court or governmental
      agency or body having jurisdiction over the Company or any of its
      subsidiaries or any of their properties; and no consent, approval,
      authorization, order, registration or qualification of or with any such
      court or governmental agency or body is required for the issue and sale of
      the Securities or the consummation by the Company of the other
      transactions contemplated by this Agreement or any Pricing Agreement or
      the Indenture, except such as have been, or will have been prior to the
      Time of Delivery, obtained under the Act and the Trust Indenture Act and
      such consents, approvals, authorizations, registrations or qualifications
      as may be required under state securities or Blue Sky laws in connection
      with the purchase and distribution of the Securities by the Underwriters;

           (j) Other than as set forth or contemplated in the Prospectus, there
      are no legal or governmental proceedings pending to which the Company or
      any of its subsidiaries is a party or of which any property of the Company
      or any of its subsidiaries is the subject with respect to which there is a
      reasonable likelihood of a determination which would individually or in
      the aggregate have a material adverse effect on the consolidated financial
      position, stockholders' equity or results of operations of the Company and
      its subsidiaries; and, to the best of the Company's knowledge, no such
      proceedings are threatened or contemplated by governmental authorities or
      threatened by others;

           (k) None of the transactions contemplated by this Agreement, any
      Pricing Agreement or the Indenture (including, without limitation, the use
      of the proceeds from the sale of the Securities) will violate or result in
      a violation of Section 7 of the Exchange Act, or any regulation
      promulgated thereunder, including, without limitation, Regulations G, T, U
      and X of the Board of Governors of the Federal Reserve System;

           (l) The Company is not subject to regulation under the Investment
      Company Act of 1940, as amended;

           (m) The Company will apply the net proceeds from the sale of
      Securities for the purpose set forth in the Prospectus under the caption
      "Use of Proceeds"; and

           (n) PricewaterhouseCoopers L.L.P. and Deloitte & Touche LLP,
      respectively, who have audited certain financial statements of the Company
      and its subsidiaries and Fred Meyer, Inc. and its subsidiaries
      (collectively, the "Companies"), respectively, are independent public
      accountants as required by the Act and the rules and regulations of the
      Commission thereunder.

      3. Upon the execution of the Pricing Agreement applicable to any
Designated Securities and authorization by the Representatives of the release of
such Designated Securities, the several Underwriters propose to offer such
Designated Securities for


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sale upon the terms and conditions set forth in the Prospectus as amended or
supplemented.

      4. Designated Securities to be purchased by each Underwriter pursuant to
the Pricing Agreement relating thereto, in definitive form to the extent
practicable, and in such authorized denominations and registered in such names
as the Representatives may request upon at least forty-eight hours' prior notice
to the Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor by certified or
official bank check or checks, payable to the order of the Company in the funds
specified in such Pricing Agreement, all at the place and time and date
specified in such Pricing Agreement or at such other place and time and date as
the Representatives and the Company may agree upon in writing, such time and
date being herein called the "Time of Delivery" for such Securities.

      5. The Company agrees with each of the Underwriters of any Designated
Securities:

           (a) To prepare the Prospectus as amended and supplemented in relation
      to the applicable Designated Securities in a form approved by the
      Representatives and to file such Prospectus pursuant to Rule 424(b) under
      the Act not later than the Commission's close of business on the second
      business day following the execution and delivery of the Pricing Agreement
      relating to the applicable Designated Securities or, if applicable, such
      earlier time as may be required by Rule 424(b); to make no further
      amendment or any supplement to the Registration Statement or Prospectus as
      amended or supplemented after the date of the Pricing Agreement relating
      to such Securities and prior to the Time of Delivery for such Securities
      which shall be disapproved by the Representatives for such Securities
      promptly after reasonable notice thereof; to advise the Representatives
      promptly of any such amendment or supplement after such Time of Delivery
      and furnish the Representatives with copies thereof; to file promptly all
      reports and any definitive proxy or information statements required to be
      filed by the Company with the Commission pursuant to Section 13(a), 13(c),
      14 or 15(d) of the Exchange Act for so long as the delivery of a
      prospectus is required in connection with the offering or sale of such
      Securities, and during such same period to advise the Representatives,
      promptly after it receives notice thereof, of the time when any amendment
      to the Registration Statement has been filed or becomes effective or any
      supplement to the Prospectus or any amended Prospectus has been filed with
      the Commission, of the issuance by the Commission of any stop order or of
      any order preventing or suspending the use of any prospectus relating to
      the Securities, of the suspension of the qualification of such Securities
      for offering or sale in any jurisdiction, of the initiation of or
      threatening of any proceeding for any such purpose, or of any request by
      the Commission for the amending or supplementing of the Registration
      Statement or Prospectus or for additional information; and, in the event
      of the issuance of any such stop order or of any such order preventing or
      suspending the use of any prospectus relating to the Securities or
      suspending any such qualification, to use promptly its best efforts to
      obtain its withdrawal;

           (b) Promptly from time to time to take such action as the
      Representatives may reasonably request to qualify such Securities for
      offering and sale under the securities laws of such jurisdictions in the
      United States as the Representatives may request and to comply with such
      laws so as to permit the continuance of sales


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      and dealings therein in such jurisdictions for as long as may be necessary
      to complete the distribution of such Securities, provided that in
      connection therewith the Company shall not be required to qualify as a
      foreign corporation or to file a general consent to service of process in
      any jurisdiction;

           (c) To furnish the Underwriters with copies of the Prospectus as
      amended or supplemented in such quantities as the Representatives may from
      time to time reasonably request, and, if the delivery of a prospectus is
      required at any time prior to the expiration of nine months after the time
      of issue of the Prospectus in connection with the offering or sale of any
      Designated Securities and if at such time any event shall have occurred as
      a result of which the Prospectus as then amended or supplemented would
      include an untrue statement of a material fact or omit to state any
      material fact necessary in order to make the statements therein, in the
      light of the circumstances under which they were made when such Prospectus
      is delivered, not misleading, or, if for any other reason it shall be
      necessary during such same period to amend or supplement the Prospectus or
      to file under the Exchange Act any document incorporated by reference in
      the Prospectus in order to comply with the Act, the Exchange Act or the
      Trust Indenture Act, to notify the Representatives and upon their request
      to file such document and to prepare and furnish without charge to each
      Underwriter and to any dealer in securities as many copies as the
      Representatives may from time to time reasonably request of an amended
      Prospectus or a supplement to the Prospectus which will correct such
      statement or omission or effect such compliance; and in case any
      Underwriter is required to deliver a prospectus in connection with sales
      of any Designated Securities at any time nine months or more after the
      time of issue of the Prospectus as amended or supplemented with respect to
      such Designated Securities, upon the request of the Representatives but at
      the expense of such Underwriter, to prepare and deliver to such
      Underwriter as many copies as it may request of a further amended or
      supplemented Prospectus for such Designated Securities complying with
      Section 10(a)(3) of the Act;

           (d) To make generally available to its security holders as soon as
      practicable, but in any event not later than eighteen months after the
      effective date of the Registration Statement (as defined in Rule 158(c) ),
      an earning statement of the Company and its subsidiaries (which need not
      be audited) complying with Section 11 (a) of the Act and the rules and
      regulations of the Commission thereunder (including at the option of the
      Company Rule 158); and

           (e) During the period beginning from the date of the Pricing
      Agreement for such Designated Securities and continuing to and including
      the earlier of (i) the termination of trading restrictions for such
      Designated Securities, as notified to the Company by the Representatives,
      and (ii) the Time of Delivery for such Designated Securities, not to
      offer, sell, contract to sell or otherwise dispose of any debt securities
      of the Company which mature more than one year after such Time of Delivery
      and which are substantially similar to such Designated Securities, without
      the prior written consent of the Representatives.

      6. The Company covenants and agrees with the several Underwriters that the
Company will pay or cause to be paid the following: (i) the fees, disbursements
and expenses of the Company's counsel and accountants in connection with the
registration of the Securities under the Act and all other expenses in
connection with the preparation, printing and filing of the Registration
Statement, any Preliminary


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Prospectus and the Prospectus and amendments and supplements thereto and the
mailing and delivering of copies thereof to the Underwriters and dealers; (ii)
the cost of printing or producing any Agreement among Underwriters, this
Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal
Investment Memoranda and any other documents in connection with the offering,
purchase, sale and delivery of the Securities; (iii) all expenses in connection
with the qualification of the Securities for offering and sale under state
securities laws as provided in Section 5(b) hereof, including the reasonable
fees and disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky and legal investment surveys;
(iv) any fees charged by securities rating services for rating the Securities;
(v) any filing fees incident to securing any required review by the National
Association of Securities Dealers, Inc. of the terms of the sale of the
Securities; (vi) the cost of preparing the Securities; (vii) the fees and
expenses of any Trustee and any agent of any Trustee and the fees and
disbursements of counsel for any Trustee in connection with any Indenture and
the Securities; (viii) the fees and disbursements of counsel for the
Underwriters to the extent they exceed such amount as may be specified in the
Pricing Agreements; and (ix) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically
provided for in this Section. It is understood, however, that, except as
provided in this Section, Section 8 and Section 11 hereof, the Underwriters will
pay all of their own costs and expenses, including, but not limited to, the fees
and disbursements of their counsel up to such amount as may be specified in the
Pricing Agreements, transfer taxes on resale of any of the Securities by them,
and any advertising expenses connected with any offers they may make.

      7. The obligations of the Underwriters of any Designated Securities under
the Pricing Agreement relating to such Designated Securities shall be subject,
in the discretion of the Representatives, to the condition that all
representations and warranties and other statements of the Company in or
incorporated by reference in the Pricing Agreement relating to such Designated
Securities are, at and as of the Time of Delivery for such Designated
Securities, true and correct, the condition that the Company shall have
performed all of its obligations hereunder theretofore to be performed, and the
following additional conditions:

           (a) The Prospectus as amended or supplemented in relation to the
      applicable Designated Securities shall have been filed with the Commission
      pursuant to Rule 424(b) within the applicable time period prescribed for
      such filing by the rules and regulations under the Act and in accordance
      with Section 5 (a) hereof; no stop order suspending the effectiveness of
      the Registration Statement or any part thereof shall have been issued and
      no proceeding for that purpose shall have been initiated or threatened by
      the Commission; and all requests for additional information on the part of
      the Commission shall have been complied with to the Representatives'
      reasonable satisfaction;

           (b) Counsel for the Underwriters shall have furnished to the
      Representatives such opinion or opinions, dated the Time of Delivery for
      such Designated Securities, with respect to the incorporation of the
      Company, the validity of the Indenture, the Designated Securities, the
      Registration Statement, the Prospectus as amended or supplemented and
      other related matters as the Representatives may reasonably request, and
      such counsel shall have received such papers and information as they may
      reasonably request to enable them to pass upon such matters;


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           (c) Paul Heldman, Senior Vice President, Secretary and General
      Counsel of the Company, shall have furnished to the Representatives his
      written opinion, dated the Time of Delivery for such Designated
      Securities, in form and substance satisfactory to the Representatives, to
      the effect that:

                      (i) The Company has been duly incorporated and is validly
           existing as a corporation in good standing under the laws of Ohio,
           with corporate power and authority to own its properties and conduct
           its business as described in the Prospectus as amended or
           supplemented;

                      (ii) The Company has an authorized capitalization as set
           forth in the Prospectus as amended or supplemented, and all of the
           issued shares of capital stock of the Company have been duly and
           validly authorized and issued and are fully paid and non-assessable;

                      (iii) The Company has been duly qualified as a foreign
           corporation for the transaction of business and is in good standing
           under the laws of each other jurisdiction in which it owns or leases
           properties, or conducts any business, so as to require such
           qualification, or is subject to no material liability or disability
           by reason of the failure to be so qualified in any such jurisdiction
           (such counsel being entitled to rely in respect of the opinion in
           this clause upon opinions of local counsel and in respect of matters
           of fact upon certificates of officers of the Company, provided that
           such counsel shall state that he believes that both the Underwriters
           and he are justified in relying upon such opinions and certificates);

                      (iv) Each subsidiary of the Company, with respect to which
           the Company owns, directly or indirectly, an equity interest of more
           than 50% (each a "subsidiary"), has been duly incorporated and is
           validly existing as a corporation in good standing under the laws of
           its jurisdiction of incorporation; and all of the issued shares of
           capital stock of each such subsidiary have been duly and validly
           authorized and issued, are fully paid and non-assessable, and (except
           for directors' qualifying shares) are owned directly or indirectly by
           the Company, free and clear of all liens, encumbrances, equities or
           claims, other than as described in the Prospectus (such counsel being
           entitled to rely in respect of the opinion in this clause upon
           opinions of local counsel and in respect of matters of fact upon
           certificates of officers of the Company, provided that such counsel
           shall state that he believes that both the Underwriters and he are
           justified in relying upon such opinions and certificates);

                      (v) The Company and its subsidiaries have good and
           marketable title in fee simple to all real property owned by them, in
           each case free and clear of all liens, encumbrances and defects
           except such as are described in the Prospectus or such as do not
           materially affect the value of such property and do not interfere
           with the use made and proposed to be made of such property by the
           Company and its subsidiaries; and any real property and buildings
           held under lease by the Company and its subsidiaries are held by them
           under valid, subsisting and enforceable leases with such exceptions
           as are not material and do not interfere with the use made and
           proposed to be made of such property and buildings by the Company and
           its subsidiaries (in giving the opinion in this clause, such counsel
           may state that no examination of record titles for the


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           purpose of such opinion has been made, and that he is relying upon a
           general review of the titles of the Company and its subsidiaries,
           upon opinions of local counsel and abstracts, reports and policies of
           title companies rendered or issued at or subsequent to the time of
           acquisition of such property by the Company or its subsidiaries, upon
           opinions of counsel to the lessors of such property and, in respect
           of matters of fact, upon certificates of officers of the Company or
           its subsidiaries, provided that such counsel shall state that he
           believes that both the Underwriters and he are justified in relying
           upon such opinions, abstracts, reports, policies and certificates);

                      (vi) To the best of such counsel's knowledge and other
           than as set forth in the Prospectus, there are no legal or
           governmental proceedings pending to which the Company or any of its
           subsidiaries is a party or of which any property of the Company or
           any of its subsidiaries is the subject with respect to which there is
           a reasonable likelihood of determinations which would individually or
           in the aggregate have a material adverse effect on the consolidated
           financial position, stockholders' equity or results of operations of
           the Company and its subsidiaries; and, to the best of such counsel's
           knowledge, no such proceedings are threatened or contemplated by
           governmental authorities or threatened by others;

                      (vii) This Agreement and the Pricing Agreement with
           respect to the Designated Securities have been duly authorized,
           executed and delivered by the Company;

                      (viii) The Designated Securities have been duly
           authorized, executed, authenticated, issued and delivered, and the
           Designated Securities (assuming that (i) the Trustee has all
           requisite power and authority to perform its obligations under the
           Indenture and has made all necessary filings and received all
           necessary consents, (ii) the Indenture has been duly authorized,
           executed and delivered by the Trustee and (iii) the Trustee's
           certificates of authentication have been manually executed by an
           authorized officer of the Trustee) constitute valid and binding
           obligations of the Company, enforceable against the Company in
           accordance with their terms and are entitled to the benefits of the
           Indenture, except that (a) such enforcement may be subject to
           bankruptcy, insolvency, reorganization, moratorium, or other laws now
           or hereafter in effect affecting creditors' rights generally, and (b)
           the enforceability thereof is subject to the general principles of
           equity (whether such enforceability is considered in a proceeding in
           equity or at law); provided, however, that such counsel need express
           no opinion as to the application or effect of any applicable
           fraudulent conveyance, fraudulent transfer, fraudulent obligation or
           preferential transfer laws or any laws governing the distribution of
           assets of the Company to its stockholders; and the terms of the
           Designated Securities and the Indenture conform in all material
           respects to the descriptions thereof in the Prospectus as amended or
           supplemented;

                      (ix) The Indenture (i) has been duly authorized, executed
           and delivered by the Company and (ii) (assuming that (a) the Trustee
           has all requisite power and authority to perform its obligations
           under the Indenture and has made all necessary filings and received
           all necessary consents, and (b) the Indenture has been duly
           authorized, executed and delivered by the Trustee) constitutes a
           valid and binding instrument of the Company, enforceable in



                                      -10-
   11

           accordance with its terms, except (a) that such enforcement may be
           subject to bankruptcy, insolvency, reorganization, moratorium, or
           other laws now or hereafter in effect affecting creditors' rights
           generally, and (b) that the enforceability thereof is subject to
           general principles of equity (whether such enforceability is
           considered in a proceeding in equity or at law); provided, however,
           that such counsel need express no opinion as to the application or
           effect of any applicable fraudulent conveyance, fraudulent transfer,
           fraudulent obligation or preferential transfer laws or any laws
           governing the distribution of assets of the Company to its
           stockholders; and the Indenture has been duly qualified under the
           Trust Indenture Act;

                      (x) The issuance and sale of the Designated Securities and
           the compliance by the Company with all of the provisions of the
           Designated Securities, the Indenture, this Agreement and the Pricing
           Agreement with respect to the Designated Securities and the
           consummation of the transactions herein and therein contemplated, to
           the best of such counsel's knowledge, will not conflict with or
           result in a breach of any of the terms or provisions of, or
           constitute a default under, any indenture, mortgage, deed of trust,
           loan agreement or other agreement or instrument to which the Company
           or any of its subsidiaries is a party or by which the Company or any
           of its subsidiaries is bound or to which any of the property or
           assets of the Company or any of its subsidiaries is subject, nor will
           such actions result in any violation of the provisions of the
           Articles of Incorporation, as amended, or the Regulations of the
           Company or any statute of the United States of America or of Ohio or
           any other statute known to such counsel or any order, rule or
           regulation of any court or governmental agency or body having
           jurisdiction over the Company or any of its subsidiaries or any of
           their properties; provided, however, that such counsel need express
           no opinion as to the application or effect of any applicable
           fraudulent conveyance, fraudulent transfer, fraudulent obligation or
           preferential transfer laws or any laws governing the distribution of
           assets of the Company to its stockholders;

                      (xi) To the best of such counsel's knowledge, no consent,
           approval, authorization, order, registration or qualification of or
           with any such court or governmental agency or body is required for
           the issuance and sale of the Designated Securities or the
           consummation of the other transactions contemplated by this Agreement
           or such Pricing Agreement or the Indenture, except such as have been
           obtained under the Act and the Trust Indenture Act and such consents,
           approvals, authorizations, registrations or qualifications as may be
           required under state securities or Blue Sky laws in connection with
           the purchase and distribution of the Designated Securities by the
           Underwriters and as may be required due to the Underwriters' or the
           Trustees' legal or regulatory status;

                      (xii) The Company is not subject to regulation under the
           Investment Company Act of 1940, as amended;

                      (xiii) The documents incorporated by reference in the
           Prospectus as amended or supplemented (other than (a) the financial
           statements, notes and schedules thereto included or incorporated by
           reference therein and (b) other financial and statistical information
           included or incorporated by reference therein, as to all of which
           such counsel need express no opinion), when they

                                      -11-
   12
           became effective or were filed with the Commission, as the case may
           be, complied as to form in all material respects with the
           requirements of the Act or the Exchange Act, as applicable, and the
           rules and regulations of the Commission thereunder; and such counsel
           has no reason to believe that any of such documents, when they became
           effective or were so filed, as the case may be, contained, in the
           case of a registration statement which became effective under the
           Act, an untrue statement of a material fact or omitted to state a
           material fact required to be stated therein or necessary to make the
           statements therein not misleading, or, in the case of other documents
           which were filed under the Act or the Exchange Act with the
           Commission, an untrue statement of a material fact or omitted to
           state a material fact necessary in order to make the statements
           therein, in the light of the circumstances under which they were made
           when such documents were so filed, not misleading; and

                      (xiv) The Registration Statement and the Prospectus as
           amended or supplemented and any further amendments and supplements
           thereto made by the Company prior to the Time of Delivery for the
           Designated Securities (other than (a) the financial statements, notes
           and schedules thereto included or incorporated by reference therein,
           (b) other financial and statistical information included or
           incorporated by reference therein or (c) the Forms T-1 filed as
           exhibits to the Registration Statement, as to all of which such
           counsel need express no opinion) comply as to form in all material
           respects with the requirements of the Act and the Trust Indenture Act
           and the rules and regulations thereunder; such counsel has no reason
           to believe that, as of its effective date, the Registration Statement
           or any further amendment thereto made by the Company prior to the
           Time of Delivery (other than (a) the financial statements, notes and
           schedules thereto included or incorporated by reference therein, (b)
           other financial and statistical information included or incorporated
           by reference therein or (c) the Forms T-1 filed as exhibits to the
           Registration Statement, as to all of which such counsel need express
           no opinion) contained an untrue statement of a material fact or
           omitted to state a material fact required to be stated therein or
           necessary to make the statements therein not misleading or that, as
           of its date, the Prospectus as amended or supplemented or any further
           amendment or supplement thereto made by the Company prior to the Time
           of Delivery (other than (a) the financial statements, notes and
           schedules thereto included or incorporated by reference therein, (b)
           other financial and statistical information included or incorporated
           by reference therein or (c) the Forms T-1 filed as exhibits to the
           Registration Statement, as to all of which such counsel need express
           no opinion) contained an untrue statement of a material fact or
           omitted to state a material fact necessary to make the statements
           therein, in light of the circumstances in which they were made, not
           misleading or that, as of the Time of Delivery, either the
           Registration Statement or the Prospectus as amended or supplemented
           or any further amendment or supplement thereto made by the Company
           prior to the Time of Delivery (other than (a) the financial
           statements, notes and schedules thereto included or incorporated by
           reference therein, (b) other financial and statistical information
           included or incorporated by reference therein or (c) the Forms T-1
           filed as exhibits to the Registration Statement, as to all of which
           such counsel need express no opinion) contains an untrue statement of
           a material fact or omits to state a material fact necessary to make
           the statements therein, in light of the circumstances in which they
           were made, not misleading; and such counsel does not know of any
           amendment to the Registration Statement required to be filed or any
           contracts or other documents of a character required


                                      -12-
   13

           to be filed as an exhibit to the Registration Statement or required
           to be incorporated by reference into the Prospectus as amended or
           supplemented or required to be described in the Registration
           Statement or the Prospectus as amended or supplemented which are not
           filed or incorporated by reference or described as required;

           (d) On the date of the Pricing Agreement for such Designated
      Securities and at the Time of Delivery for such Designated Securities, the
      independent accountants of the Company who have certified the financial
      statements of the Company and its subsidiaries included or incorporated by
      reference in the Registration Statement shall have furnished to the
      Representatives letters, dated the respective dates of delivery of such
      letters, to the effect set forth in Annex II hereto, in form and substance
      satisfactory to the Representatives;

           (e) [Intentionally Omitted]

           (f) (i) Neither the Company nor any of its subsidiaries shall have
      sustained since the date of the latest audited financial statements
      included or incorporated by reference in the Prospectus as amended or
      supplemented any loss or interference with its business from fire,
      explosion, flood or other calamity, whether or not covered by insurance,
      or from any labor dispute or court or governmental action, order or
      decree, otherwise than as set forth or contemplated in the Prospectus as
      amended or supplemented, and (ii) since the respective dates as of which
      information is given in the Prospectus as amended or supplemented there
      shall not have been any change in the capital stock or long-term debt of
      the Companies or any change, or any development involving a prospective
      change, in or affecting the general affairs, management, financial
      position, stockholders' equity or results of operations of the Companies,
      otherwise than as set forth or contemplated in the Prospectus as amended
      or supplemented, the effect of which, in any such case described in Clause
      (i) or (ii), is in the judgment of the Representatives so material and
      adverse as to make it impracticable or inadvisable to proceed with the
      public offering or the delivery of the Designated Securities on the terms
      and in the manner contemplated in the Prospectus as amended or
      supplemented;

           (g) On or after the date of the Pricing Agreement relating to the
      Designated Securities (i) no downgrading shall have occurred in the rating
      accorded the Companies' debt securities by any "nationally recognized
      statistical rating organization," as that term is defined by the
      Commission for purposes of Rule 436(g) (2) under the Act and (ii) no such
      organization shall have publicly announced that it has under surveillance
      or review, with possible negative implications, its rating of any of the
      Companies' debt securities;

           (h) On or after the date of the Pricing Agreement relating to the
      Designated Securities there shall not have occurred any of the following:
      (i) a suspension or material limitation in trading in securities generally
      on the New York Stock Exchange; (ii) a general moratorium on commercial
      banking activities in New York declared by either Federal or New York
      State authorities; or (iii) the outbreak or escalation of hostilities
      involving the United States or the declaration by the United States of a
      national emergency or war, if the effect of any such event specified in
      this Clause (iii) in the judgment of the Representatives makes it
      impracticable or inadvisable to proceed with the public offering or the
      delivery of the Designated


                                      -13-
   14

      Securities on the terms and in the manner contemplated by the Prospectus
      as amended and supplemented;

           (i) The Company shall have furnished or caused to be furnished to the
      Representatives at the Time of Delivery for the Designated Securities a
      certificate or certificates of officers of the Company satisfactory to the
      Representatives as to the accuracy of the representations and warranties
      of the Company herein at and as of such Time of Delivery, as to the
      performance by the Company of all of its obligations hereunder to be
      performed at or prior to such Time of Delivery, as to the matters set
      forth in subsections (a) and (f) of this Section and as to such other
      matters as the Representatives may reasonably request; and

           (j) On the date of the Pricing Agreement for such Designated
      Securities and at the Time of Delivery for such Designated Securities, the
      independent accountants of Fred Meyer, Inc. who have certified the
      financial statements of Fred Meyer, Inc. and its subsidiaries included or
      incorporated by reference in the Registration Statement shall have
      furnished to the Representatives letters, dated the respective dates of
      delivery of such letters, to the effect set forth in Annex III hereto, in
      form and substance satisfactory to the Representatives.

      8. (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse each Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending any such
action or claim; provided, however, that the Company shall not be liable in any
such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by any Underwriter of Designated Securities
through the Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Securities.

      (b) Each Underwriter will indemnify and hold harmless the Company against
any losses, claims, damages or liabilities to which the Company may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, any preliminary prospectus supplement, the Registration
Statement, the Prospectus as amended or supplemented and any other prospectus
relating to the Securities, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to


                                      -14-
   15

make the statements therein not misleading, in each case to the extent, but only
to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in any Preliminary Prospectus, any
preliminary prospectus supplement, the Registration Statement, the Prospectus as
amended or supplemented and any other prospectus relating to the Securities, or
any such amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such Underwriter through the
Representatives expressly for use therein; and will reimburse the Company for
any legal or other expenses reasonably incurred by the Company in connection
with investigating or defending any such action or claim.

      (c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation.

      (d) If the indemnification provided for in this Section 8 is unavailable
to or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters of the Designated Securities
on the other from the offering of the Designated Securities to which such loss,
claim, damage or liability (or action in respect thereof) relates. If, however,
the allocation provided by the immediately preceding sentence is not permitted
by applicable law or if the indemnified party failed to give the notice required
under subsection (c) above, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Underwriters of the Designated
Securities on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and such Underwriters on the
other shall be deemed to be in the same proportion as the total net proceeds
from such offering (before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by such Underwriters,
in each case as set forth in the table on the cover page of the Prospectus as
amended or supplemented to relate to a particular offering of Designated
Securities. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged


                                      -15-
   16

omission to state a material fact relates to information supplied by the Company
on the one hand or such Underwriters on the other and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company and the Underwriters agree that it would
not be just and equitable if contribution pursuant to this subsection (d) were
determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the applicable Designated Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The obligations of the Underwriters of Designated
Securities in this subsection (d) to contribute are several in proportion to
their respective underwriting obligations with respect to such Securities and
not joint.

      (e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.

      9. (a) If any Underwriter shall default in its obligation to purchase the
Designated Securities which it has agreed to purchase under the Pricing
Agreement relating to such Designated Securities, the Representatives may in
their discretion arrange for themselves or another party or other parties to
purchase such Designated Securities on the terms contained herein. If within
thirty-six hours after such default by any Underwriter the Representatives do
not arrange for the purchase of such Designated Securities, then the Company
shall be entitled to a further period of thirty-six hours within which to
procure another party or other parties satisfactory to the Representatives to
purchase such Designated Securities on such terms. In the event that, within the
respective prescribed period, the Representatives notify the Company that they
have so arranged for the purchase of such Designated Securities, or the Company
notifies the Representatives that it has so arranged for the purchase of such
Designated Securities, the Representatives or the Company shall have the right
to postpone the Time of Delivery for such Designated Securities for a period of
not more than seven days, in order to effect whatever changes may thereby be
made necessary in the Registration Statement or the Prospectus as amended or
supplemented, or in any other documents or arrangements, and the Company agrees
to file promptly any amendments or supplements to the Registration Statement or
the Prospectus which in the opinion of the Representatives may thereby be made
necessary. The term "Underwriter" as used in this Agreement shall include any
person substituted under this


                                      -16-
   17

Section with like effect as if such person had originally been a party to the
Pricing Agreement with respect to such Designated Securities.

      (b) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of such Designated Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of
the Designated Securities, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of Designated
Securities which such Underwriter agreed to purchase under the Pricing Agreement
relating to such Designated Securities and, in addition, to require each
non-defaulting Underwriter to purchase its pro rata share (based on the
principal amount of Designated Securities which such Underwriter agreed to
purchase under such Pricing Agreement) of the Designated Securities of such
defaulting Underwriter or Underwriters for which such arrangements have not been
made; but nothing herein shall relieve a defaulting Underwriter from liability
for its default.

      (c) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Designated Securities which remains unpurchased
exceeds one-eleventh of the aggregate principal amount of the Designated
Securities, as referred to in subsection (b) above, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Designated Securities of a defaulting Underwriter or
Underwriters, then the Pricing Agreement relating to such Designated Securities
shall thereupon terminate, without liability on the part of any non-defaulting
Underwriter or the Company, except for the expenses to be borne by the Company
and the Underwriters as provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.

      10. The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Securities.

      11. If any Pricing Agreement shall be terminated pursuant to Section 9
hereof, the Company shall not then be under any liability to any Underwriter
with respect to the Designated Securities covered by such Pricing Agreement
except as provided in Section 6 and Section 8 hereof; but, if for any other
reason Designated Securities are not delivered by or on behalf of the Company as
provided herein, the Company will reimburse the Underwriters through the
Representatives for all out-of-pocket expenses approved in writing by the
Representatives, including fees and disbursements of counsel, reasonably
incurred by the Underwriters in making preparations for the purchase, sale and
delivery of such Designated Securities, but the Company shall then be under no
further liability to any Underwriter with respect to such Designated Securities
except as provided in Section 6 and Section 8 hereof.


                                      -17-
   18

      12. In all dealings hereunder, the Representatives of the Underwriters of
Designated Securities shall act on behalf of each of such Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.

      All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the
Registration Statement: Attention: Secretary; provided, however, that any notice
to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by
mail, telex or facsimile transmission to such Underwriter at its address set
forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by the
Representatives upon request. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.

      13. This Agreement and each Pricing Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters, the Company and, to the extent
provided in Section 8 and Section 10 hereof, the officers and directors of the
Company and each person who controls the Company or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the Securities
from any Underwriter shall be deemed a successor or assign by reason merely of
such purchase.

      14. Time shall be of the essence of each Pricing Agreement. As used
herein, "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.

      15. THIS AGREEMENT AND EACH PRICING AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

      16. This Agreement and each Pricing Agreement may be executed by any one
or more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.


                                      -18-
   19






                                     Very Truly Yours,

Attest:                              THE KROGER CO.
                                     Each of the Guarantors Listed on Schedule I
                                     hereto, as Guarantor of the Designated
                                     Securities


                                     By:
- -----------------------------------      ---------------------------------------
Assistant Secretary/Secretary              Name:  Paul Heldman
                                           Title: Vice President

Attest:                              RJD ASSURANCE, INC.,
                                     as Guarantor of the Designated Securities
                                     VINE COURT ASSURANCE INCORPORATED,
                                     as Guarantor of the Designated Securities


                                     By:
- -----------------------------------      ---------------------------------------
Assistant Treasurer                        Name:  Bruce M. Gack
                                           Title: Vice President

                                     RICHIE'S INC., as Guarantor of the
                                     Designated Securities


                                     By: ---------------------------------------
                                           Name:  Keith C. Larson
                                           Title: Vice President and Secretary





                                      -19-
   20



                                     ROCKET NEWCO, INC.,
                                     as Guarantor of the Designated Securities
                                     HENPIL, INC.,
                                     as Guarantor of the Designated Securities
                                     WYDIV, INC.,
                                     as Guarantor of the Designated Securities


                                     By:
                                         ---------------------------------------
                                           Name:  Steven McMillan
                                           Title: Vice President and Secretary



                                      -20-
   21


                                   SCHEDULE I

                                   Guarantors
                                   ----------
Name of Guarantor                             State of Organization
- -----------------                             ---------------------
Alpha Beta Company                            California
Bay Area Warehouse Stores, Inc.               California
Bell Markets, Inc.                            California
Cala Co.                                      Delaware
Cala Foods, Inc.                              California
CB&S Advertising Agency, Inc.                 Oregon
Compare, Inc.                                 Delaware
Crawford Stores, Inc.                         California
Dillon Companies, Inc.                        Kansas
Dillon Real Estate Co., Inc.                  Kansas
Distribution Trucking Company                 Oregon
Drugs Distributors, Inc.                      Indiana
FM Holding Corporation                        Delaware
FM, Inc.                                      Utah
Food 4 Less GM, Inc.                          California
Food 4 Less Holdings, Inc.                    Delaware
Food 4 Less Merchandising, Inc.               California
Food 4 Less of California, Inc.               California
Food 4 Less of Southern California, Inc.      Delaware
Fred Meyer, Inc.                              Delaware
Fred Meyer Jewelers, Inc.                     Delaware
Fred Meyer of Alaska, Inc.                    Alaska
Fred Meyer of California, Inc.                California
Fred Meyer Stores, Inc.                       Delaware
Grand Central, Inc.                           Utah
Hughes Markets, Inc.                          California
Hughes Realty, Inc.                           California
Inter-American Foods, Inc.                    Ohio
Jackson Ice Cream Co., Inc.                   Kansas
JH Properties, Inc.                           Washington
Junior Food Stores of West Florida, Inc.      Florida
J.V. Distributing, Inc.                       Michigan
KRGP Inc.                                     Ohio
KRLP Inc.                                     Ohio
Kroger Dedicated Logistics Co.                Ohio
Kroger Limited Partnership I                  Ohio (limited partnership)
Kroger Limited Partnership II                 Ohio (limited partnership)
Kroger Texas L.P.                             Ohio (limited partnership)
KU Acquisition Corporation                    Washington
Kwik Shop, Inc.                               Kansas
Merksamer Jewelers, Inc.                      California
Mini Mart, Inc.                               Wyoming
Peyton's-Southeastern, Inc.                   Tennessee
QFC Sub, Inc.                                 Washington
Quality Food Centers, Inc.                    Washington
Quality Food Holdings, Inc.                   Delaware
Quality Food, Inc.                            Delaware
Quik Stop Markets, Inc.                       California


                                      -21-
   22

Name of Guarantor                             State of Organization
- -----------------                             ---------------------

Ralphs Grocery Company                        Delaware
Roundup Co.                                   Washington
Saint Lawrence Holding Company                Delaware
Second Story, Inc.                            Washington
Smith's Beverage of Wyoming, Inc.             Wyoming
Smith's Food & Drug Centers, Inc.             Delaware
Smitty's Equipment Leasing, Inc.              Delaware
Smitty's Super Valu, Inc.                     Delaware
Smitty's Supermarkets, Inc.                   Delaware
The Kroger Co. of Michigan                    Michigan
THGP Co., Inc.                                Pennsylvania
THLP Co., Inc.                                Pennsylvania
Topvalco, Inc.                                Ohio
Treasure Valley Land Company, L.C.            Idaho
Turkey Hill, L.P.                             Pennsylvania (limited partnership)
Wells Aircraft, Inc.                          Kansas
Western Property Investment Group, Inc.       California






                                      -22-
   23


      ANNEX I


                                Pricing Agreement
                                -----------------



[NAMES OF CO-REPRESENTATIVE(S),]
   As Representatives of the several
   Underwriters named in Schedule I hereto,



         ____________________, 19__

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
____________________ (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 Section 2 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 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 Schedule I hereto.

      If the foregoing is in accordance with your understanding, please sign and
return to us __ counterparts hereof, and upon acceptance hereof by you, on
behalf of each of



                                      -23-
   24

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,

Attest:                         THE KROGER CO.




                                  By:
- ------------------------------
Assistant Secretary/Secretary         Name:
                                      Title:










                                      -24-
   25


Accepted as of the date hereof:

[NAME(S) OF CO-REPRESENTATIVE(S)]





         On behalf of each of the Underwriters




                                      -25-
   26


                                   SCHEDULE I
                                                                  PRINCIPAL
                                                                  AMOUNT OF
                                                                  DESIGNATED
                                                                  SECURITIES
                                                                  TO BE
                        UNDERWRITER                               PURCHASED
- --------------------------------------------------------------------------------
[Name(s) of Co-Representative(s)                                  $
[Names of other Underwriters]



























                                                              --------------
                                                       Total  $






                                      -26-
   27


                                   SCHEDULE II

TITLE OF DESIGNATED SECURITIES:
      [  %] [Floating Rate] [Zero Coupon] [Notes]
      [Debentures] due
AGGREGATE PRINCIPAL AMOUNT:
      [$]
PRICE TO PUBLIC:
                      % of the principal amount of the Designated Securities,
           plus accrued interest from           to
           [and accrued amortization, if any, from               to            ]
PURCHASE PRICE BY UNDERWRITERS:
                      % of the principal amount of the Designated Securities,
           plus accrued interest from           to
           [and accrued amortization, if any, from               to            ]
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
      [New York] Clearing House funds
INDENTURE:
      Indenture dated         , 19  , between the Company and       , as Trustee
MATURITY:

INTEREST RATE:
      [  %] [Zero Coupon] [See Floating Rate Provisions]
INTEREST PAYMENT DATES:
      [months and dates]
REDEMPTION PROVISIONS:
      [No provisions for redemption]
      [The Designated Securities may be redeemed, otherwise than through the
      sinking fund, in whole or in part at the option of the Company, in the
      amount of [$]             or an integral multiple thereof,
      [on or after          , at the following redemption prices (expressed in
      percentages of principal amount). If [redeemed on or before          , %,
      and if] redeemed during the 12-month period beginning             ,

      REDEMPTION                                     YEAR             PRICE
      ----------------------------------------------------------------------




      and thereafter at 100% of their principal amount, together in each case
      with accrued interest to the redemption date.] [on any interest payment
      date falling in or after     ,    at the election of the Company, at a
      redemption price equal to the principal amount thereof, plus accrued
      interest to the date of redemption.]             [Other possible
      redemption provisions, such as mandatory redemption upon occurrence of
      certain events or redemption for changes in tax law]
      [Restriction on refunding]
SINKING FUND PROVISIONS:



                                      -27-
   28

      [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 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 --

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 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:



NAMES AND ADDRESSES OF REPRESENTATIVES:
      Designated Representatives:
      Address for Notices, etc.:

[OTHER TERMS]:




                                      -28-
   29

      ANNEX II

      Pursuant to Section 7 (d) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:
                (i) They are independent certified public accountants with
      respect to the Company and its subsidiaries within the meaning of the Act
      and the applicable published rules and regulations thereunder;
                (ii) In their opinion, the financial statements and any
      supplementary financial information and schedules audited (and, if
      applicable, prospective financial statements and/or pro forma financial
      information examined) by them and included or incorporated by reference in
      the Registration Statement or the Prospectus comply as to form in all
      material respects with the applicable accounting requirements of the Act
      or the Exchange Act, as applicable, and the related published rules and
      regulations thereunder; and, if applicable, they have made a review in
      accordance with standards established by the American Institute of
      Certified Public Accountants of the consolidated interim financial
      statements, selected financial data, pro forma financial information,
      prospective financial statements and/or condensed financial statements
      derived from audited financial statements of the Company for the periods
      specified in such letter, as indicated in their reports thereon, copies of
      which have been furnished to the representatives of the Underwriters (the
      "Representatives");
                (iii) The unaudited selected financial information with respect
      to the consolidated results of operations and financial position of the
      Company for the five most recent fiscal years included in the Prospectus
      and included or incorporated by reference in Item 6 of the Company's
      Annual Report on Form 10-K for the most recent fiscal year agrees with the
      corresponding amounts (after restatement where applicable) in the audited
      consolidated financial statements for five such fiscal years which were
      included or incorporated by reference in the Company's Annual Reports on
      Form 10-K for such fiscal years;
                (iv) On the basis of limited procedures, not constituting an
      audit in accordance with generally accepted auditing standards, consisting
      of a reading of the unaudited financial statements and other information
      referred to below, a reading of the latest available interim financial
      statements of the Company and its subsidiaries, inspection of the minute
      books of the Company and its subsidiaries since the date of the latest
      audited financial statements included or incorporated by reference in the
      Prospectus, inquiries of officials of the Company and its subsidiaries
      responsible for financial and accounting matters and such other inquiries
      and procedures as may be specified in such letter, nothing came to their
      attention that caused them to believe that:
                (A) the unaudited condensed consolidated statements of income,
           consolidated balance sheets and consolidated statements of cash flows
           included or incorporated by reference in the Company's Quarterly
           Reports on Form 10-Q incorporated by reference in the Prospectus do
           not comply as to form in all material respects with the applicable
           accounting requirements of the Exchange Act as it applies to Form
           10-Q and the related published rules and regulations thereunder or
           are not in conformity with generally accepted accounting principles
           applied on a basis substantially consistent with the basis for the
           audited consolidated statements of income, consolidated balance
           sheets and consolidated statements of cash flows included or
           incorporated by


                                      -29-
   30

           reference in the Company's Annual Report on Form 10-K for the most
           recent fiscal year;
                (B) any other unaudited income statement data and balance sheet
           items included in the Prospectus do not agree with the corresponding
           items in the unaudited consolidated financial statements from which
           such data and items were derived, and any such unaudited data and
           items were not determined on a basis substantially consistent with
           the basis for the corresponding amounts in the audited consolidated
           financial statements included or incorporated by reference in the
           Company's Annual Report on Form 10-K for the most recent fiscal year;
                (C) the unaudited financial statements which were not included
           in the Prospectus but from which were derived the unaudited condensed
           financial statements referred to in clause (A) and any unaudited
           income statement data and balance sheet items included in the
           Prospectus and referred to in Clause (B) were not determined on a
           basis substantially consistent with the basis for the audited
           financial statements included or incorporated by reference in the
           Company's Annual Report on Form 10-K for the most recent fiscal year;
                (D) any unaudited pro forma consolidated condensed financial
           statements included or incorporated by reference in the Prospectus do
           not comply as to form in all material respects with the applicable
           accounting requirements of the Act and the published rules and
           regulations thereunder or the pro forma adjustments have not been
           properly applied to the historical amounts in the compilation of
           those statements;
                (E) as of a specified date not more than five days prior to the
           date of such letter, there have been any changes in the consolidated
           capital stock (other than issuances of capital stock upon exercise of
           options and stock appreciation rights, upon earn-outs of performance
           shares and upon conversions of convertible securities, in each case
           which were outstanding on the date of the latest balance sheet
           included or incorporated by reference in the Prospectus, and sales of
           capital stock to employee benefit plans of the Company) or any
           increase in the consolidated long-term debt of the Company and its
           subsidiaries, or any decreases in consolidated net current assets or
           net assets or other items specified by the Representatives, or any
           increases in any items specified by the Representatives, in each case
           as compared with amounts shown in the latest balance sheet included
           or incorporated by reference in the Prospectus, except in each case
           for changes, increases or decreases which the Prospectus discloses
           have occurred or may occur or which are described in such letter; and
                (F) for the period from the date of the latest financial
           statements included or incorporated by reference in the Prospectus to
           the specified date referred to in Clause (E) there were any decreases
           in consolidated net revenues or operating profit or the total or per
           share amounts of consolidated net income or other items specified by
           the Representatives, or any increases in any items specified by the
           Representatives, in each case as compared with the comparable period
           of the preceding year and with any other period of corresponding
           length specified by the Representatives, except in each case for
           increases or decreases which the Prospectus discloses have occurred
           or may occur or which are described in such letter; and
                (v) In addition to the audit referred to in their report(s)
      included or incorporated by reference in the Prospectus and the limited
      procedures, inspection of minute books, inquiries and other procedures
      referred to in paragraphs (iii) and (iv) above, they have carried out
      certain specified procedures, not constituting an audit in accordance with
      generally accepted auditing standards, with respect to certain amounts,
      percentages and financial information specified by the


                                      -30-
   31

      Representatives, which are derived from the general accounting records of
      the Company and its subsidiaries, which appear in the Prospectus
      (excluding documents incorporated by reference), or in Part II of, or in
      exhibits and schedules to, the Registration Statement specified by the
      Representatives or in documents incorporated by reference in the
      Prospectus specified by the Representatives, and have compared certain of
      such amounts, percentages and financial information with the accounting
      records of the Company and its subsidiaries and have found them to be in
      agreement.
      All references in this Annex II to the Prospectus shall be deemed to refer
to the Prospectus (including the documents incorporated by reference therein) as
defined in the Underwriting Agreement as of the date of the letter delivered on
the date of the Pricing Agreement for purposes of such letter and to the
Prospectus as amended or supplemented (including the documents incorporated by
reference therein) in relation to the applicable Designated Securities for
purposes of the letter delivered at the Time of Delivery for such Designated
Securities.




                                      -31-
   32



      ANNEX III

      Pursuant to Section 7 (k) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:
                (i) They are independent certified public accountants with
      respect to Fred Meyer, Inc. and its subsidiaries within the meaning of the
      Act and the applicable published rules and regulations thereunder;
                (ii) In their opinion, the financial statements and any
      supplementary financial information and schedules audited (and, if
      applicable, prospective financial statements and/or pro forma financial
      information examined) by them and included or incorporated by reference in
      the Registration Statement or the Prospectus comply as to form in all
      material respects with the applicable accounting requirements of the Act
      or the Exchange Act, as applicable, and the related published rules and
      regulations thereunder; and, if applicable, they have made a review in
      accordance with standards established by the American Institute of
      Certified Public Accountants of the consolidated interim financial
      statements, selected financial data, pro forma financial information,
      prospective financial statements and/or condensed financial statements
      derived from audited financial statements of Fred Meyer, Inc. for the
      periods specified in such letter, as indicated in their reports thereon,
      copies of which have been furnished to the representatives of the
      Underwriters (the "Representatives");
                (iii) On the basis of limited procedures, not constituting an
      audit in accordance with generally accepted auditing standards, consisting
      of a reading of the unaudited financial statements and other information
      referred to below, a reading of the latest available interim financial
      statements of Fred Meyer, Inc. and its subsidiaries, inspection of the
      minute books of Fred Meyer, Inc. and its subsidiaries since the date of
      the latest audited financial statements included or incorporated by
      reference in the Prospectus, inquiries of officials of Fred Meyer, Inc.
      and its subsidiaries responsible for financial and accounting matters and
      such other inquiries and procedures as may be specified in such letter,
      nothing came to their attention that caused them to believe that:
                (A) the unaudited condensed consolidated statements of income,
           consolidated balance sheets and consolidated statements of cash flows
           included or incorporated by reference in Fred Meyer, Inc.'s
           Quarterly Reports on Form 10-Q incorporated by reference in the
           Prospectus do not comply as to form in all material respects with the
           applicable accounting requirements of the Exchange Act as it applies
           to Form 10-Q and the related published rules and regulations
           thereunder or are not in conformity with generally accepted
           accounting principles applied on a basis substantially consistent
           with the basis for the audited consolidated statements of income,
           consolidated balance sheets and consolidated statements of cash flows
           included or incorporated by reference in Fred Meyer, Inc.'s Annual
           Report on Form 10-K for the most recent fiscal year;
                (B) any other unaudited income statement data and balance sheet
           items included in the Prospectus do not agree with the corresponding
           items in the unaudited consolidated financial statements from which
           such data and items were derived, and any such unaudited data and
           items were not determined on a basis substantially consistent with
           the basis for the corresponding amounts in the audited consolidated
           financial statements included or incorporated by


                                      -32-
   33

           reference in Fred Meyer, Inc.'s Annual Report on Form 10-K for the
           most recent fiscal year;
                (C) the unaudited financial statements which were not included
           in the Prospectus but from which were derived the unaudited condensed
           financial statements referred to in clause (A) and any unaudited
           income statement data and balance sheet items included in the
           Prospectus and referred to in Clause (B) were not determined on a
           basis substantially consistent with the basis for the audited
           financial statements included or incorporated by reference in Fred
           Meyer, Inc.'s Annual Report on Form 10-K for the most recent fiscal
           year; and
                (D) any unaudited pro forma consolidated condensed financial
           statements included or incorporated by reference in the Prospectus do
           not comply as to form in all material respects with the applicable
           accounting requirements of the Act and the published rules and
           regulations thereunder or the pro forma adjustments have not been
           properly applied to the historical amounts in the compilation of
           those statements.
                (iv) In addition to the audit referred to in their report(s)
      included or incorporated by reference in the Prospectus and the limited
      procedures, inspection of minute books, inquiries and other procedures
      referred to in paragraph (iii) above, they have carried out certain
      specified procedures, not constituting an audit in accordance with
      generally accepted auditing standards, with respect to certain amounts,
      percentages and financial information specified by the Representatives,
      which are derived from the general accounting records of Fred Meyer, Inc.
      and its subsidiaries, which appear in the Prospectus (excluding documents
      incorporated by reference), or in Part II of, or in exhibits and schedules
      to, the Registration Statement specified by the Representatives or in
      documents incorporated by reference in the Prospectus specified by the
      Representatives, and have compared certain of such amounts, percentages
      and financial information with the accounting records of Fred Meyer, Inc.
      and its subsidiaries and have found them to be in agreement.
      All references in this Annex III to the Prospectus shall be deemed to
refer to the Prospectus (including the documents incorporated by reference
therein) as defined in the Underwriting Agreement as of the date of the letter
delivered on the date of the Pricing Agreement for purposes of such letter and
to the Prospectus as amended or supplemented (including the documents
incorporated by reference therein) in relation to the applicable Designated
Securities for purposes of the letter delivered at the Time of Delivery for such
Designated Securities.




                                      -33-