<PAGE>
                                                                   Exhibit 4.3.1


     FIFTEENTH SUPPLEMENTAL INDENTURE, dated as of January 28, 2003, between The
Kroger Co., a corporation duly organized and existing under the laws of the
State of Ohio (herein called the "Company"), having its principal office at 1014
Vine Street, Cincinnati, Ohio 45202, the Guarantors listed on the signature
pages and Schedule I hereto (each, a "Guarantor") and U.S. Bank, N.A. (formerly
known as Firstar Bank, N.A.), a banking corporation duly organized and existing
under the laws of the State of Ohio, as Trustee (herein called the "Trustee").


                             RECITALS OF THE COMPANY

     The Company has heretofore executed and delivered to the Trustee an
Indenture dated as of June 25, 1999 (the "Indenture"), providing for the
issuance from time to time of the Company's unsecured debentures, notes or other
evidences of indebtedness (herein and therein called the "Securities"), to be
issued in one or more series as in the Indenture provided.

     Section 201 of the Indenture permits the form of the Securities of any
series to be established pursuant to an indenture supplemental to the Indenture.

     Section 301 of the Indenture permits the terms of the Securities of any
series to be established in an indenture supplemental to the Indenture.

     Section 901(7) of the Indenture provides that, without the consent of any
Holders, the Company, when authorized by a Board Resolution, and the Trustee, at
any time and from time to time, may enter into one or more indentures
supplemental to the Indenture for the purpose of establishing the form or terms
of Securities of any series as permitted by Sections 201 and 301 of the
Indenture.

     Each of the Guarantors has duly authorized the issuance of a guarantee of
the Securities, as set forth herein, and to provide therefor, each of the
Guarantors has duly authorized the execution and delivery of this Fifteenth
Supplemental Indenture.

     The Company and the Guarantors, pursuant to the foregoing authority,
propose in and by this Fifteenth Supplemental Indenture to establish the terms
and form of the Securities of a new series and to amend and supplement the
Indenture in certain respects with respect to the Securities of such series.



<PAGE>




     All things necessary to make this Fifteenth Supplemental Indenture a valid
agreement of the Company and the Guarantors, and a valid amendment of and
supplement to the Indenture, have been done.

     NOW, THEREFORE, THIS FIFTEENTH Supplemental Indenture WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually agreed, for the equal and proportionate
benefit of all Holders of the Securities of the series to be created hereby, as
follows:


                                   ARTICLE ONE

                                   DEFINITIONS

Section 101. DEFINITIONS.

     (a) For all purposes of this Fifteenth Supplemental Indenture:

          (1) Capitalized terms used herein without definition shall have the
     meanings specified in the Indenture;

          (2) All references herein to Articles and Sections, unless otherwise
     specified, refer to the corresponding Articles and Sections of this
     Fifteenth Supplemental Indenture and, where so specified, to the Articles
     and Sections of the Indenture as supplemented by this Fifteenth
     Supplemental Indenture; and

          (3) The terms "hereof", "herein", "hereby", "hereto", "hereunder" and
     "herewith" refer to this Fifteenth Supplemental Indenture.

     (b) For all purposes of the Indenture and this Fifteenth Supplemental
Indenture, with respect to the Securities of the series created hereby, except
as otherwise expressly provided or unless the context otherwise requires:

          "Adjusted Treasury Rate" means, with respect to any Redemption Date,
     the rate per annum equal to the semi-annual equivalent yield to maturity of
     the Comparable Treasury Issue, assuming a price for the Comparable Treasury
     Issue (expressed as a percentage of its principal amount) equal to the
     Comparable Treasury Price for such Redemption Date.

          "Attributable Debt" means, in connection with a Sale and Lease-Back
     Transaction, as of any particular time, the aggregate of present values
     (discounted at a rate per annum equal to the interest rate borne by the
     Securities of the series created by this Fifteenth Supplemental Indenture)
     of the obligations of the Company or any


                                      - 2 -



<PAGE>




     Restricted Subsidiary for net rental payments during the remaining primary
     term of the applicable lease, calculated in accordance with generally
     accepted accounting principles. The term "net rental payments" under any
     lease for any period shall mean the sum of the rental and other payments
     required to be paid in such period by the lessee thereunder, not including,
     however, any amounts required to be paid by such lessee (whether or not
     designated as rental or additional rental) on account of maintenance and
     repairs, reconstruction, insurance, taxes, assessments, water rates,
     operating and labor costs or similar charges required to be paid by such
     lessee thereunder or any amounts required to be paid by such lessee
     thereunder contingent upon the amount of sales, maintenance and repairs,
     reconstruction, insurance, taxes, assessments, water rates or similar
     charges.

          "Business Day" means any day other than a Saturday or Sunday or a day
     on which banking institutions in New York City or Cincinnati, Ohio are
     authorized or obligated by law or executive order to close.

          "Capital Lease" means any lease of property which, in accordance with
     generally accepted accounting principles, should be capitalized on the
     lessee's balance sheet or for which the amount of the asset and liability
     thereunder as if so capitalized should be disclosed in a note to such
     balance sheet; and "Capitalized Lease Obligation" means the amount of the
     liability which should be so capitalized or disclosed.

          "Comparable Treasury Issue" means the United States Treasury security
     selected by a Quotation Agent as having a maturity comparable to the
     remaining term of the Securities to be redeemed that would be utilized, at
     the time of selection and in accordance with customary financial practice,
     in pricing new issues of corporate debt securities of comparable maturity
     to the remaining term of such Securities.

          "Comparable Treasury Price" means, with respect to any Redemption
     Date, (i) the average of the Reference Treasury Dealer Quotations, after
     excluding the highest and lowest such Reference Treasury Dealer Quotations
     for such Redemption Date, or (ii) if the Trustee obtains fewer than three
     such Reference Treasury Dealer Quotations, the average of all such
     Quotations.

          "Consolidated Net Tangible Assets" means, for the Company and its
     Subsidiaries on a consolidated basis determined in accordance with
     generally accepted accounting principles, the aggregate amounts of assets
     (less depreciation and valuation


                                      - 3 -



<PAGE>




     reserves and other reserves and items deductible from gross book value of
     specific asset accounts under generally accepted accounting principles)
     which under generally accepted accounting principles would be included on a
     balance sheet after deducting therefrom (a) all liability items except
     deferred income taxes, commercial paper, short-term bank Indebtedness,
     Funded Indebtedness, other long-term liabilities and shareholders' equity
     and (b) all goodwill, trade names, trademarks, patents, unamortized debt
     discount and expense and other like intangibles, which in each case would
     be so included on such balance sheet.

          "Credit Facility" means any credit agreement, loan agreement or credit
     facility, whether syndicated or not, involving the extension of credit by
     banks or other credit institutions, entered into by the Company or Fred
     Meyer, Inc. and outstanding on the date of this Fifteenth Supplemental
     Indenture, and any refinancing or other restructuring of such agreement or
     facility.

          "Funded Indebtedness" means any Indebtedness maturing by its terms
     more than one year from the date of the determination thereof, including
     (i) any Indebtedness having a maturity of 12 months or less but by its
     terms renewable or extendible at the option of the obligor to a date later
     than 12 months from the date of the determination thereof and (ii) rental
     obligations payable more than 12 months from the date of determination
     thereof under Capital Leases (such rental obligations to be included as
     Funded Indebtedness at the amount so capitalized at the date of such
     computation and to be included for the purposes of the definition of
     Consolidated Net Tangible Assets both as an asset and as Funded
     Indebtedness at the amount so capitalized).

          "Non-Restricted Subsidiary" means any Subsidiary that the Company's
     Board of Directors has in good faith declared pursuant to a written
     resolution not to be of material importance, either singly or together with
     all other Non-Restricted Subsidiaries, to the business of the Company and
     its consolidated Subsidiaries taken as a whole.

          "Operating Assets" means all merchandise inventories, furniture,
     fixtures and equipment (including all transportation and warehousing
     equipment but excluding office equipment and data processing equipment)
     owned or leased pursuant to Capital Leases by the Company or a Restricted
     Subsidiary.

          "Operating Property" means all real property and improvements thereon
     owned or leased pursuant to Capital Leases by the Company or a Restricted
     Subsidiary and constituting,


                                      - 4 -



<PAGE>



     without limitation, any store, warehouse, service center or distribution
     center wherever located, provided that such term shall not include any
     store, warehouse, service center or distribution center which the Company's
     Board of Directors declares by written resolution not to be of material
     importance to the business of the Company and its Restricted Subsidiaries.

          "Quotation Agent" means the Reference Treasury Dealer appointed by the
     Company.

          "Reference Treasury Dealer" means (i) J.P. Morgan Securities, Inc. and
     its successors; provided, however, that if the foregoing shall cease to be
     a primary U.S. Government securities dealer in New York City (a "Primary
     Treasury Dealer"), the Company shall substitute therefor another Primary
     Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the
     Company.

          "Reference Treasury Dealer Quotations" means, with respect to each
     Reference Treasury Dealer and any Redemption Date, the average, as
     determined by the Company, of the bid and asked prices for the Comparable
     Treasury Issue (expressed in each case as a percentage of its principal
     amount) quoted in writing to the Trustee by such Reference Treasury Dealer
     at 5:00 p.m. on the third Business Day preceding such Redemption Date.

          "Restricted Subsidiaries" means all Subsidiaries other than
     Non-Restricted Subsidiaries.

          "Sale and Lease-Back Transaction" has the meaning specified in Section
     1010.

          "Subsidiary" means (i) any corporation or other entity of which
     securities or other ownership interests having ordinary voting power to
     elect a majority of the board of directors or other persons performing
     similar functions are at the time directly or indirectly owned by the
     Company and/or one or more Subsidiaries or (ii) any partnership of which
     more than 50% of the partnership interest is owned by the Company or any
     Subsidiary.


                                   ARTICLE TWO

                                 SECURITY FORMS

Section 201. FORM OF SECURITIES OF THIS SERIES.

     The Securities of this series shall be in the form set forth in this
Article.


                                      - 5 -



<PAGE>




Section 202. FORM OF FACE OF SECURITY.

     This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. This Security is not exchangeable for Securities
registered in the name of a Person other than the Depositary or its nominee
except in the limited circumstances described in the Indenture, and no transfer
of this Security (other than a transfer of this Security as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary) may be registered except in
the limited circumstances described in the Indenture.

     Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to The Kroger Co. or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.


                                 THE KROGER CO.

                           5.50% Senior Notes due 2013

CUSIP No. 501044 CE 9
ISIN No. US 501044 CE 98                                              $.........

     The Kroger Co., a corporation duly organized and existing under the laws of
the State of Ohio (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to , or registered assigns, the principal sum
of $ on February 1, 2013 and to pay interest thereon from January 28, 2003, or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on February 1 and August 1 in each year,
commencing August 1, 2003 at the rate of interest of 5.50% per annum until the
principal hereof is paid or made available for payment. Interest on the Security
will be computed on the basis of a 360-day year of twelve 30-day months. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the January 15 or July 15 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the


                                      - 6 -



<PAGE>




Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.

     Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in Cincinnati, Ohio, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; PROVIDED, HOWEVER, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.

     In the case where any Interest Payment Date or the maturity date of this
Security does not fall on a Business Day, payment of interest or principal
otherwise payable on such day need not be made on such day, but may be made on
the next succeeding Business Day with the same force and effect as if made on
such Interest Payment Date or the maturity date of this Security.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.


Dated: January 28, 2003

                                        THE KROGER CO.


                                        By......................................

Attest:

.............................................


     This is one of the Securities of the series designated therein referred to
in the within mentioned Indenture.


                                      - 7 -



<PAGE>




                                        U.S. BANK, N.A.,
                                        as Trustee

                                       By
                                          --------------------------------------
                                           Authorized Officer

Attest:

------------------------


Section 203. FORM OF REVERSE OF SECURITY.

     This Security is one of a duly authorized issue of Securities of the
Company (including the related Guarantees, the "Securities") issued and to be
issued under an Indenture dated as of June 25, 1999, as supplemented by the
First Supplemental Indenture dated as of June 25, 1999, the Second Supplemental
Indenture dated as of June 25, 1999, the Third Supplemental Indenture dated as
of June 25, 1999, the Fourth Supplemental Indenture dated as of September 22,
1999, the Fifth Supplemental Indenture dated as of September 22, 1999, the Sixth
Supplemental Indenture dated as of September 22, 1999, the Seventh Supplemental
Indenture dated as of February 11, 2000, the Eighth Supplemental Indenture dated
as of February 11, 2000, the Ninth Supplemental Indenture dated as of August 21,
2000, the Tenth Supplemental Indenture dated as of May 11, 2001, the Eleventh
Supplemental Indenture dated as of May 11, 2001, the Twelfth Supplemental
Indenture dated as of August 16, 2001, the Thirteenth Supplemental Indenture
dated as of April 3, 2002, the Fourteenth Supplemental Indenture dated as of
June 17, 2002, and the Fifteenth Supplemental Indenture dated as of January 28,
2003 (as so supplemented, herein called the "Indenture"), each between the
Company and the Guarantors named therein, and Firstar Bank, N.A. (now known as
U.S. Bank, N.A.), as Trustee (herein called the "Trustee", which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Guarantors named therein, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof, initially limited in aggregate principal amount to
$500,000,000.

     The Company may from time to time, without notice to or consent of the
registered holders of the Securities issue further Securities ("Additional
Securities"). The Additional Securities will rank equal with the Securities in
all respects (or in all respects other than the payment of interest accruing
prior to the issue date of the Additional Securities, or except for the first
payment of interest following the issue date of the Additional Securities). The
Additional Securities may be consolidated and form a single series with the
Securities and may have the same terms as to status, redemption, or otherwise,
as the Securities.

     The Securities of this series will be redeemable, in whole or in part, at
the option of the Company at any time at a redemption price equal to the greater
of (i) 100% of the principal amount of such Securities or (ii) as determined by
a Quotation Agent, the sum of the


                                      - 8 -



<PAGE>




present values of the remaining scheduled payments of principal and interest
thereon (not including any portion of such payments of interest accrued as of
the date of redemption) discounted to the date of redemption on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate plus 25 basis points, plus, in each case, accrued
interest thereon to the date of redemption.

     Notice of any redemption will be mailed at least 30 days but not more than
60 days before the Redemption Date to each holder of the Securities to be
redeemed. Unless the Company defaults in payment of the redemption price, on and
after the Redemption Date, interest will cease to accrue on the Securities or
portions thereof called for redemption.

     The Indenture contains provisions for defeasance at any time of (i) the
entire indebtedness of this Security or (ii) certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth therein.

     If an Event of Default shall occur and be continuing, the principal of all
Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 50% in aggregate principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all the Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange therefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

     As set forth in, and subject to, the provisions of the Indenture, no Holder
of any Security will have any right to institute any proceeding with respect to
the Indenture or for any remedy thereunder, unless such Holder shall have
previously given to the Trustee written notice of a continuing Event of Default,
the Holders of not less than 25% in principal amount of the Outstanding
Securities shall have made written request, and offered reasonable indemnity, to
the Trustee to institute such proceeding as trustee, and the Trustee shall not
have received from the Holders of a majority in principal amount of the
Outstanding Securities a direction inconsistent with such request and shall have
failed to institute such proceeding within 60 days; PROVIDED, HOWEVER, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of (and premium, if any) or any interest
on this Security on or after the respective due dates expressed herein.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and


                                      - 9 -



<PAGE>




unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registerable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of like tenor,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

     The Securities are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities are
exchangeable for a like aggregate principal amount of Securities of like tenor,
of a different authorized denomination, as requested by the Holder surrendering
the same.

     Except where otherwise specifically provided in the Indenture, no service
charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

Section 204. FORM OF GUARANTEE.

     The form of Guarantee shall be set forth on the Securities substantially as
follows:


                                    GUARANTEE

     For value received, each of the undersigned hereby absolutely, fully and
unconditionally and irrevocably guarantees, jointly and severally with each
other Guarantor, to the holder of the Security on which this Guarantee is
endorsed the payment of principal of, premium, if any, and interest on such
Security in the amounts and at the time when due and payable whether by
declaration thereof, or otherwise, and interest on the overdue principal and
interest, if any, of such Security, if lawful, and the payment or performance of
all other obligations of the Company under the Indenture or such Security, to
the holder of such Security and the Trustee, all in accordance with and subject
to the terms and limitations of such Security and Article Five


                                     - 10 -



<PAGE>




of the Fifteenth Supplemental Indenture to the Indenture. This Guarantee will
not become effective until the Trustee duly executes the certificate of
authentication on this Guarantee. This Guarantee shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to conflict of law principles thereof.

Dated: January 28, 2003

                               Each of the Guarantors Listed on Schedule I
                               hereto, as Guarantor of the Securities

                               By:
                                  ----------------------------------------
                                   Name:
                                   Title:


                                     - 11 -



<PAGE>




                                  QUEEN CITY ASSURANCE, INC.,
                                  as Guarantor of the Securities
                                  RJD ASSURANCE, INC.,
                                  as Guarantor of the Securities
                                  VINE COURT ASSURANCE INCORPORATED,
                                  as Guarantor of the Securities


                                  By
                                    --------------------------------------------
                                     Name:  Bruce M. Gack
                                     Title: Senior Vice President/Vice President



                                  RICHIE'S INC., as Guarantor of the Securities,
                                  ROCKET NEWCO, INC.,
                                  as Guarantor of the Securities
                                  HENPIL, INC.,
                                  as Guarantor of the Securities



                                  By:
                                      ------------------------------------------
                                      Name:  Paul Schweitzer
                                      Title: President/Vice President


                                     - 12 -



<PAGE>




This is one of the Guarantees referred to in the within mentioned Indenture.



Attest:                                     U.S. BANK, N.A.
                                            as Trustee

----------------------------                By:
                                               ---------------------------------
                                               Name:
                                               Title:


                                     - 13 -



<PAGE>




                                   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
Crawford Stores, Inc.                                    California
Dillon Companies, Inc.                                   Kansas
Dillon Real Estate Co., Inc.                             Kansas
Distribution Trucking Company                            Oregon
Drugs Distributors, Inc.                                 Indiana
F4L L.P.                                                 Ohio
FM, Inc.                                                 Utah
FMJ, Inc.                                                Delaware
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.                                California
Fred Meyer Stores, Inc.                                  Delaware
Hughes Markets, Inc.                                     California
Hughes Realty, Inc.                                      California
Inter-American Foods, Inc.                               Ohio
Junior Food Stores of West Florida, Inc.                 Florida
J.V. Distributing, Inc.                                  Michigan
KRGP Inc.                                                Ohio
KRLP Inc.                                                Ohio
The Kroger Co. of Michigan                               Michigan
Kroger Dedicated Logistics Co.                           Ohio
Kroger Group Cooperative, Inc.                           Ohio
Kroger Limited Partnership I                             Ohio
Kroger Limited Partnership II                            Ohio
Kroger Texas L.P.                                        Ohio
Kwik Shop, Inc.                                          Kansas
Mini Mart, Inc.                                          Wyoming
Peyton's-Southeastern, Inc.                              Tennessee
QFC Sub, Inc.                                            Washington
Quality Food Centers, Inc.                               Washington
Quality Food Holdings, Inc.                              Delaware


                                     - 14 -



<PAGE>


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

Quality Food, Inc.                                       Delaware
Quik Stop Markets, Inc.                                  California
Ralphs Grocery Company                                   Delaware
Second Story, Inc.                                       Washington
Smith's Beverage of Wyoming, Inc.                        Wyoming
Smith's Food & Drug Centers, Inc.                        Delaware
THGP Co., Inc.                                           Pennsylvania
THLP Co., Inc.                                           Pennsylvania
Topvalco, Inc.                                           Ohio
Turkey Hill, L.P.                                        Pennsylvania
Wells Aircraft, Inc.                                     Kansas


                                     - 15 -



<PAGE>

                                  ARTICLE THREE

                            THE SERIES OF SECURITIES

Section 301. TITLE AND TERMS.

     There shall be a series of Securities designated as the "5.50% Senior Notes
due 2013" of the Company. Their Stated Maturity shall be February 1, 2013, and
they shall bear interest at the rate of 5.50% per annum.

     Interest on the Securities of this series will be payable semi-annually on
February 1 and August 1 of each year, commencing August 1, 2003, until the
principal thereof is made available for payment. Interest on the Securities of
this series will be computed on the basis of a 360-day year of twelve 30-day
months. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will be paid to the Person in whose name the
Securities of this series (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest, which
shall be the January 15 or July 15 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date.

     In the case where any Interest Payment Date or the maturity date of the
Securities of this series does not fall on a Business Day, payment of interest
or principal otherwise payable on such date need not be made on such day, but
may be made on the next succeeding Business Day with the same force and effect
as if made on such Interest Payment Date or the maturity date of the Securities
of this series.

     The aggregate principal amount of Securities of this series which may be
authenticated and delivered under this Fifteenth Supplemental Indenture is
initially limited to $500,000,000, except for Securities authenticated and
delivered upon registration or transfer of, or in exchange for, or in lieu of,
other Securities of this series pursuant to Section 304, 305 and 306 of the
Indenture and except for any Securities of this series which, pursuant to
Section 303 of the Indenture, are deemed never to have been authenticated and
delivered under the Indenture. Notwithstanding the foregoing, the Company may
from time to time, without notice to or consent of the registered holders of the
Securities issue further Securities ("Additional Securities"). The Additional
Securities will rank equal with the Securities in all respects (or in all
respects other than the payment of interest accruing prior to the issue date of
the Additional Securities, or except for the first payment of interest following
the issue date of the Additional Securities). The Additional Securities may be
consolidated and form a single series with the Securities and may have the same
terms as to status, redemption, or otherwise, as the Securities.

     The Securities of this series will be represented by two or more Global
Securities representing the entire $500,000,000 aggregate principal amount of
the Securities of this series (as such amount may be increased by the Additional
Securities), and the Depositary with respect to such Global Security or Global
Securities will be The Depository Trust Company.


                                     - 16 -



<PAGE>




     The Place of Payment for the principal of (and premium, if any) and
interest on the Securities of this series shall be the office or agency of the
Company in the City of Cincinnati, State of Ohio, maintained for such purpose,
which shall be the Corporate Trust Office of the Trustee and at any other office
or agency maintained by the Company for such purpose; PROVIDED, HOWEVER, that at
the option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register.

     The Securities of this series are redeemable prior to maturity at the
option of the Company as provided in this Fifteenth Supplemental Indenture.

     The Securities of this series are not subject to a sinking fund and the
provisions of Section 501(3) and Article Twelve of the Indenture shall not be
applicable to the Securities of this series.

     The Securities of this series are subject to defeasance at the option of
the Company as provided in this Fifteenth Supplemental Indenture.


                                  ARTICLE FOUR

                  MODIFICATIONS AND ADDITIONS TO THE INDENTURE


Section 401. MODIFICATIONS TO THE CONSOLIDATION, MERGER,
             CONVEYANCE, TRANSFER OR EASE PROVISIONS.

     With respect to the Securities of this series, Section 801 of the Indenture
shall be deleted in its entirety and the following shall be substituted
therefor:

          "Section 801. COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY
     PROPERTY EXCEPT UNDER CERTAIN CONDITIONS.

          The Company covenants that it will not merge with or into or
     consolidate with any corporation, partnership, or other entity or sell,
     lease or convey all or substantially all of its assets to any other Person,
     unless (i) either the Company shall be the continuing corporation, or the
     successor entity or the Person which acquires by sale, lease or conveyance
     all or substantially all the assets of the Company (if other than the
     Company) shall be a corporation or partnership organized under the laws of
     the United States of America or any State thereof or the District of
     Columbia and shall expressly assume all obligations of the Company under
     this Indenture and the Securities of the series created by the Fifteenth
     Supplemental Indenture, including the due and punctual payment of the
     principal of and interest on all the Securities of the series created by
     the Fifteenth Supplemental Indenture according to their tenor, and the due
     and punctual performance and observance of all of the covenants and
     conditions of the Indenture to be performed or observed by the Company, by
     supplemental indenture in form satisfactory to the Trustee, executed and
     delivered to the Trustee by such entity, and (ii) the Company, such person
     or such successor


                                     - 17 -



<PAGE>


     entity, as the case may be, shall not, immediately after such merger or
     consolidation, or such sale, lease or conveyance, be in default in the
     performance of any such covenant or condition and, immediately after giving
     effect to such transaction, no Event of Default, and no event which, after
     notice or lapse of time or both, would become an Event of Default, shall
     have happened and be continuing.

          Section 802. SUCCESSOR SUBSTITUTED

          Upon any consolidation of the Company with, or merger of the Company
     into, any other Person or any sale, lease or conveyance of all or
     substantially all of the assets of the Company in accordance with Section
     801, the successor Person formed by such consolidation or into which the
     Company is merged or to which such sale, lease or conveyance is made shall
     succeed to, and be substituted for, and may exercise every right and power
     of, the Company under this Indenture with the same effect as if such
     successor Person had been named as the Company herein, and thereafter,
     except in the case of a lease, the predecessor Person shall be relieved of
     all obligations and covenants under this Indenture and the Securities."

Section 402. OTHER MODIFICATIONS.

     With respect to the Securities of this series, the Indenture shall be
modified as follows:

          (a) The eighth paragraph of Section 305 of the Indenture shall be
modified by inserting ", and a successor Depositary is not appointed by the
Company within 90 days" at the end of clause (i) in such paragraph; and

          (b) Section 401 of the Indenture shall be modified by adding to the
end of such Section the following paragraph:

          "For the purpose of this Section 401, trust funds may consist of (A)
     money in an amount, or (B) U.S. Government Obligations (as defined in
     Section 1304) which through the scheduled payment of principal and interest
     in respect thereof in accordance with their terms will provide, not later
     than one day before the due date of any payment, money in an amount, or (C)
     a combination thereof, sufficient, in the opinion of a nationally
     recognized firm of independent public accountants expressed in a written
     certification thereof delivered to the Trustee, to pay and discharge, the
     principal of, premium, if any, and each installment of interest on the
     Securities of this series on the Stated Maturity of such principal or
     installment of interest on the day on which such payments are due and
     payable in accordance with the terms of this Indenture and of such
     Securities of this series."

Section 403. ADDITIONAL COVENANTS; DEFEASANCE AND COVENANT DEFEASANCE.

     (a) With respect to the Securities of this series, the following provisions
shall be added as Sections 1009 and 1010 and as Article Thirteen (Section
references contained in these


                                     - 18 -



<PAGE>


additional provisions are to the Indenture as supplemented by this Fifteenth
Supplemental Indenture):

          "Section 1009. LIMITATIONS ON LIENS.

          After the date hereof and so long as any Securities of the series
     created by the Fifteenth Supplemental Indenture are Outstanding, the
     Company will not issue, assume or guarantee, and will not permit any
     Restricted Subsidiary to issue, assume or guarantee, any Indebtedness which
     is secured by a mortgage, pledge, security interest, lien or encumbrance of
     any kind (including any conditional sale or other title retention
     agreement, any lease in the nature thereof, and any agreement to give any
     of the foregoing) (each being hereinafter referred to as a "lien" or
     "liens") of or upon any Operating Property or Operating Asset, whether now
     owned or hereafter acquired, of the Company or any Restricted Subsidiary
     without effectively providing that the Securities of the series created by
     the Fifteenth Supplemental Indenture (together with, if the Company shall
     so determine, any other Indebtedness of the Company ranking equally with
     the Securities) shall be equally and ratably secured by a lien on such
     assets ranking ratably with and equal to (or at the Company's option prior
     to) such secured Indebtedness; provided that the foregoing restriction
     shall not apply to:

               (a) liens on any property or assets of any corporation existing
     at the time such corporation becomes a Restricted Subsidiary provided that
     such lien does not extend to any other property of the Company or any of
     its Restricted Subsidiaries;

               (b) liens on any property or assets (including stock) existing at
     the time of acquisition of such property or assets by the Company or a
     Restricted Subsidiary, or liens to secure the payment of all or any part of
     the purchase price of such property or assets (including stock) upon the
     acquisition of such property or assets by the Company or a Restricted
     Subsidiary or to secure any indebtedness incurred, assumed or guaranteed by
     the Company or a Restricted Subsidiary for the purpose of financing all or
     any part of the purchase price of such property or, in the case of real
     property, construction or improvements thereon or attaching to property
     substituted by the Company to obtain the release of a lien on other
     property of the Company on which a lien then exists, which indebtedness is
     incurred, assumed or guaranteed prior to, at the time of, or within 18
     months after such acquisition (or in the case of real property, the
     completion of construction (including any improvements on an existing
     asset) or commencement of full operation at such property, whichever is
     later (which in the case of a retail store is the opening of the store for
     business to the public)); provided that in the case of any such
     acquisition, construction or improvement, the lien shall not apply to any
     other property or assets theretofore owned by the Company or a Restricted
     Subsidiary;

               (c) liens on any property or assets to secure Indebtedness of a
     Restricted Subsidiary to the Company or to another Restricted Subsidiary;

               (d) liens on any property or assets of a corporation existing at
     the time such corporation is merged into or consolidated with the Company
     or a Restricted Subsidiary


                                     - 19 -



<PAGE>

     or at the time of a purchase, lease or other acquisition of the assets of a
     corporation or firm as an entirety or substantially as an entirety by the
     Company or a Restricted Subsidiary provided that such lien does not extend
     to any other property of the Company or any of its Restricted Subsidiaries;

               (e) liens on any property or assets of the Company or a
     Restricted Subsidiary in favor of the United States of America or any State
     thereof, or any department, agency or instrumentality or political
     subdivision of the United States of America or any State thereof, or in
     favor of any other country, or any political subdivision thereof, to secure
     partial, progress, advance or other payments pursuant to any contract or
     statute or to secure any Indebtedness incurred or guaranteed for the
     purpose of financing all or any part of the purchase price (or, in the case
     of real property, the cost of construction) of the property or assets
     subject to such liens (including, but not limited to, liens incurred in
     connection with pollution control, industrial revenue or similar
     financings);

               (f) liens existing on properties or assets of the Company or any
     Restricted Subsidiary existing on the date hereof; provided that such liens
     secure only those obligations which they secure on the date hereof or any
     extension, renewal or replacement thereof;

               (g) any extension, renewal or replacement (or successive
     extensions, renewals or replacements) in whole or in part, of any lien
     referred to in the foregoing clauses (a) through (f), inclusive; provided
     that such extension, renewal or replacement shall be limited to all or a
     part of the property or assets which secured the lien so extended, renewed
     or replaced (plus improvements and construction on real property);

               (h) liens imposed by law, such as mechanics', workmen's,
     repairmen's, materialmen's, carriers', warehouseman's, vendors', or other
     similar liens arising in the ordinary course of business of the Company or
     a Restricted Subsidiary, or governmental (federal, state or municipal)
     liens arising out of contracts for the sale of products or services by the
     Company or any Restricted Subsidiary, or deposits or pledges to obtain the
     release of any of the foregoing liens;

               (i) pledges, liens or deposits under worker's compensation laws
     or similar legislation and liens or judgments thereunder which are not
     currently dischargeable, or in connection with bids, tenders, contracts
     (other than for the payment of money) or leases to which the Company or any
     Restricted Subsidiary is a party, or to secure the public or statutory
     obligations of the Company or any Restricted Subsidiary, or in connection
     with obtaining or maintaining self-insurance or to obtain the benefits of
     any law, regulation or arrangement pertaining to unemployment insurance,
     old age pensions, social security or similar matters, or to secure surety,
     appeal or customs bonds to which the Company or any Restricted Subsidiary
     is a party, or in litigation or other proceedings such as, but not limited
     to, interpleader proceedings, and other similar pledges, liens or deposits
     made or incurred in the ordinary course of business;

               (j) liens created by or resulting from any litigation or other
     proceeding which is being contested in good faith by appropriate
     proceedings, including liens


                                     - 20 -



<PAGE>

     arising out of judgments or awards against the Company or any Restricted
     Subsidiary with respect to which the Company or such Restricted Subsidiary
     is in good faith prosecuting an appeal or proceedings for review or for
     which the time to make an appeal has not yet expired; or final unappealable
     judgment liens which are satisfied within 30 days of the date of judgment;
     or liens incurred by the Company or any Restricted Subsidiary for the
     purpose of obtaining a stay or discharge in the course of any litigation or
     other proceeding to which the Company or such Restricted Subsidiary is a
     party;

               (k) liens for taxes or assessments or governmental charges or
     levies not yet due or delinquent, or which can thereafter be paid without
     penalty, or which are being contested in good faith by appropriate
     proceedings; landlord's liens on property held under lease; and any other
     liens or charges incidental to the conduct of the business of the Company
     or any Restricted Subsidiary or the ownership of the property or assets of
     any of them which were not incurred in connection with the borrowing of
     money or the obtaining of advances or credit and which do not, in the
     opinion of the Company, materially impair the use of such property or
     assets in the operation of the business of the Company or such Restricted
     Subsidiary or the value of such property or assets for the purposes of such
     business; or

               (l) liens not permitted by clauses (a) through (k) above if at
     the time of, and after giving effect to, the creation or assumption of any
     such lien, the aggregate amount of all Indebtedness of the Company and its
     Restricted Subsidiaries secured by all such liens not so permitted by
     clauses (a) through (k) above together with the Attributable Debt in
     respect of Sale and Lease-Back Transactions permitted by paragraph (a) of
     Section 1010 does not exceed 10% of Consolidated Net Tangible Assets.

          Section 1010. LIMITATIONS ON SALE AND LEASE-BACK TRANSACTIONS.

          After the date hereof and so long as any Securities of the series
     created by the Fifteenth Supplemental Indenture are Outstanding, the
     Company agrees that it will not, and will not permit any Restricted
     Subsidiary to, enter into any arrangement with any Person providing for the
     leasing by the Company or a Restricted Subsidiary of any Operating Property
     or Operating Asset (other than any such arrangement involving a lease for a
     term, including renewal rights, for not more than 3 years and leases
     between the Company and a Restricted Subsidiary or between Restricted
     Subsidiaries), whereby such Operating Property or Operating Asset has been
     or is to be sold or transferred by the Company or any Restricted Subsidiary
     to such Person (herein referred to as a "Sale and Lease-Back Transaction"),
     unless:

               (a) the Company or such Restricted Subsidiary would, at the time
     of entering into a Sale and Lease-Back transaction, be entitled to incur
     Indebtedness secured by a lien on the Operating Property or Operating Asset
     to be leased in an amount at least equal to the Attributable Debt in
     respect of such Sale and Lease-Back Transaction without equally and ratably
     securing the Securities of the series created by the Fifteenth Supplemental
     Indenture pursuant to Section 1009; or


                                     - 21 -



<PAGE>

               (b) the proceeds of the sale of the Operating Property or
     Operating Asset to be leased are at least equal to the fair market value of
     such Operating Property or Operating Asset (as determined by the chief
     financial officer or chief accounting officer of the Company) and an amount
     in cash equal to the net proceeds from the sale of the Operating Property
     or Operating Asset so leased is applied, within 180 days of the effective
     date of any such Sale and Lease-Back Transaction, to the purchase or
     acquisition (or, in the case of Operating Property, the construction) of
     Operating Property or Operating Assets or to the retirement, repurchase,
     redemption or repayment (other than at maturity or pursuant to a mandatory
     sinking fund or redemption provision and other than Indebtedness owned by
     the Company or any Restricted Subsidiary) of Securities of the series
     created by the Fifteenth Supplemental Indenture or of Funded Indebtedness
     of the Company ranking on a parity with or senior to the Securities of the
     series created by the Fifteenth Supplemental Indenture, or in the case of a
     Sale and Lease-Back Transaction by a Restricted Subsidiary, of Funded
     Indebtedness of such Restricted Subsidiary; provided that in connection
     with any such retirement, any related loan commitment or the like shall be
     reduced in an amount equal to the principal amount so retired.

          The foregoing restriction shall not apply to, in the case of any
     Operating Property or Operating Asset acquired or constructed subsequent to
     the date eighteen months prior to the date of this Indenture, any Sale and
     Lease-Back Transaction with respect to such Operating Asset or Operating
     Property (including presently owned real property upon which such Operating
     Property is to be constructed) if a binding commitment is entered into with
     respect to such Sale and Lease-Back Transaction within 18 months after the
     later of the acquisition of the Operating Property or Operating Asset or
     the completion of improvements or construction thereon or commencement of
     full operations at such Operating Property (which in the case of a retail
     store is the opening of the store for business to the public).

                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

          Section 1301. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT
     DEFEASANCE.

          The Company may at its option by Board Resolution, at any time, elect
     to have either Section 1302 or Section 1303 applied to the Outstanding
     Securities of this series upon compliance with the conditions set forth
     below in this Article Thirteen.

          Section 1302. DEFEASANCE AND DISCHARGE.

          Upon the Company's exercise of the option provided in Section 1301
     applicable to this Section, the Company shall be deemed to have been
     discharged from its obligations with respect to the Outstanding Securities
     of the series created by the Fifteenth Supplemental Indenture on the date
     the conditions set forth below are satisfied (hereinafter, "Defeasance").
     For this purpose, such Defeasance means that the Company shall be deemed to
     have paid and discharged the entire indebtedness represented by the
     Outstanding Securities of this series and to have satisfied all its other
     obligations under


                                     - 22 -



<PAGE>

     such Securities of this series and this Indenture insofar as such
     Securities of this series are concerned (and the Trustee, at the expense of
     the Company, shall execute proper instruments acknowledging the same),
     except for the following which shall survive until otherwise terminated or
     discharged hereunder: (A) the rights of Holders of Outstanding Securities
     of this series to receive, solely from the trust fund described in Section
     1304 and as more fully set forth in such Section, payments in respect of
     the principal of (and premium, if any) and interest on such securities when
     such payments are due, (B) the Company's obligations with respect to such
     Securities of this series under Sections 304, 305, 306, 1002 and 1003, (C)
     the rights, powers, trusts, duties and immunities of the Trustee hereunder
     and (D) this Article Thirteen. Subject to compliance with this Article
     Thirteen, the Company may exercise its option under this Section 1302
     notwithstanding the prior exercise of its option under Section 1303.

          Section 1303. COVENANT DEFEASANCE.

          Upon the Company's exercise of the option provided in Section 1301
     applicable to this Section, the Company shall be released from its
     obligations under Section 501(4) (in respect of the covenants in Sections
     1008 through 1010), Section 801 and Sections 1008 through 1010, the
     Securities of this series and the Holders of Securities of this series, on
     and after the date the conditions set forth below are satisfied
     (hereinafter, "covenant Defeasance"). For this purpose, such covenant
     Defeasance means that the Company may omit to comply with and shall have no
     liability in respect of any term, condition or limitation set forth in any
     such Section, whether directly or indirectly, by reason of any reference
     elsewhere herein to any such Section or by reason of any reference in any
     such Section to any other provision herein or in any other document, but
     the remainder of this Indenture and such Securities of this series shall be
     unaffected thereby.

          Section 1304. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

          The following shall be the conditions to application of either Section
     1302 or Section 1303 to the Outstanding Securities of this series:

               (1) The Company shall irrevocably have deposited or caused to be
          deposited with the Trustee (or another trustee satisfying the
          requirements of Section 609 who shall agree to comply with the
          provisions of this Article Thirteen applicable to it) as trust funds
          in trust for the purpose of making the following payments,
          specifically pledged as security for, and dedicated solely to, the
          benefit of the Holders of such Securities of this series, (A) money in
          an amount, or (B) U.S. Government Obligations which through the
          scheduled payment of principal and interest in respect thereof in
          accordance with their terms will provide, not later than one day
          before the due date of any payment, money in an amount, or (C) a
          combination thereof, sufficient, in the opinion of a nationally
          recognized firm of independent public accountants expressed in a
          written certification thereof delivered to the Trustee,


                                     - 23 -



<PAGE>

          to pay and discharge, and which shall be applied by the Trustee (or
          other qualifying trustee) to pay and discharge, the principal of,
          premium, if any, and each installment of interest on the Securities of
          this series on the Stated Maturity of such principal or installment of
          interest on the day on which such payments are due and payable in
          accordance with the terms of this Indenture and of such Securities of
          this series. For this purpose, "U.S. Government Obligations" means
          securities that are (x) direct obligations of the United States of
          America for the payment of which its full faith and credit is pledged
          or (y) obligations of a Person controlled or supervised by and acting
          as an agency or instrumentality of the United States of America the
          payment of which is unconditionally guaranteed as a full faith and
          credit obligation by the United States of America, which, in either
          case, are not callable or redeemable at the option of the Company
          thereof, and shall also include a depository receipt issued by a bank
          (as defined in Section 3(a)(2) of the Securities Act of 1933, as
          amended) as custodian with respect to any such U.S. Government
          Obligation or a specific payment of principal of or interest on any
          such U.S. Government Obligation held by such custodian for the account
          of the holder of such depository receipt, PROVIDED that (except as
          required by law) such custodian is not authorized to make any
          deduction from the amount payable to the holder of such depositary
          receipt from any amount received by the custodian in respect of the
          U.S. Government Obligation or the specific payment of principal of or
          interest on the U.S. Government Obligation evidenced by such
          depositary receipt.

               (2) No Event of Default or event which with notice or lapse of
          time or both would become an Event of Default shall have occurred and
          be continuing on the date of such deposit or, insofar as subsections
          501(6) and (7) are concerned, at any time during the period ending on
          the 121st day after the date of such deposit (it being understood that
          this condition shall not be deemed satisfied until the expiration of
          such period).

               (3) Such Defeasance or covenant Defeasance shall not cause the
          Trustee to have a conflicting interest as defined in Section 608 and
          for purposes of the Trust Indenture Act with respect to any securities
          of the Company.

               (4) Such Defeasance or covenant Defeasance shall not result in a
          breach or violation of, or constitute a default under, this Indenture
          or any other agreement or instrument to which the Company is a party
          or by which it is bound.

               (5) The Company shall have delivered to the Trustee an Officers'
          Certificate and an Opinion of Counsel, each stating that all


                                     - 24 -



<PAGE>

          conditions precedent provided for relating to either the Defeasance
          under Section 1302 or the covenant Defeasance under Section 1303 (as
          the case may be) have been complied with.

               (6) In the case of an election under Section 1302, the Company
          shall have delivered to the Trustee an Opinion of Counsel stating that
          (x) the Company has received from, or there has been published by, the
          Internal Revenue Service a ruling, or (y) since the date of this
          Fifteenth Supplemental Indenture there has been a change in the
          applicable Federal income tax law, in either case to the effect that
          and based thereon such opinion shall confirm that, the Holders of the
          Outstanding Securities of this series will not recognize income, gain
          or loss for Federal income tax purposes as a result of such Defeasance
          or covenant Defeasance and will be subject to Federal income tax on
          the same amounts, in the same manner and at the same times as would
          have been the case if such Defeasance or covenant Defeasance had not
          occurred.

          Section 1305. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE
     HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

          Subject to the provisions of the last paragraph of Section 1003, all
     money and U.S. Government Obligations (including the proceeds thereof)
     deposited with the Trustee (or other qualifying trustee--collectively, for
     purposes of this Section 1305, the "Trustee") pursuant to Section 1304 in
     respect of the Securities of this series shall be held in trust and applied
     by the Trustee, in accordance with the provisions of such Securities of
     this series and this Indenture, to the payment, either directly or through
     any Paying Agent (including the Company acting as its own Paying Agent) as
     the Trustee may determine, to the Holders of such Securities of this
     series, of all sums due and to become due thereon in respect of principal
     (and premium, if any) and interest, but such money need not be segregated
     from other funds except to the extent required by law.

          The Company shall pay and indemnify the Trustee against any tax, fee
     or other charge imposed on or assessed against the U.S. Government
     Obligations deposited pursuant to Section 1304 or the principal and
     interest received in respect thereof other than any such tax, fee or other
     charge which by law is for the account of the Holders of the Outstanding
     Securities of this series.

          Anything in this Article Thirteen to the contrary notwithstanding, the
     Trustee shall deliver or pay to the Company from time to time upon Company
     Request any money or U.S. Government Obligations held by it as provided in
     Section 1304 which, in the opinion of a nationally recognized firm of
     independent public accountants expressed in a written certification thereof
     delivered to the Trustee, are in excess of the amount thereof which would
     then be required to be deposited to effect an equivalent Defeasance or
     covenant Defeasance.

          Section 1306. REINSTATEMENT.


                                     - 25 -



<PAGE>

          If the Trustee or the Paying Agent is unable to apply any money in
     accordance with Section 1302 or 1303 by reason of any order or judgment of
     any court or governmental authority enjoining, restraining or otherwise
     prohibiting such application, then the Company's obligations under this
     Indenture and the Securities of this series shall be revived and reinstated
     as though no deposit had occurred pursuant to this Article Thirteen until
     such time as the Trustee or Paying Agent is permitted to apply all such
     money in accordance with Section 1302 or 1303; PROVIDED, HOWEVER, that if
     the Company makes any payment of principal of (and premium, if any) or
     interest on any Security of this series following the reinstatement of its
     obligations, the Company shall be subjugated to the rights of the Holders
     of such Securities of this series to receive such payment from the money
     held by the Trustee or the Paying Agent."

Section 404. REDEMPTION OF SECURITIES.

     With respect to Securities of this series, Section 1101 of the Indenture
shall be deleted in its entirety and the following shall be substituted
therefor:

          "Section 1101. OPTIONAL REDEMPTION.

          The Securities will be redeemable, in whole or in part, at the option
     of the Company at any time at a redemption price equal to the greater of
     (i) 100% of the principal amount of such Securities or (ii) as determined
     by a Quotation Agent, the sum of the present values of the remaining
     scheduled payments of principal and interest thereon (not including any
     portion of such payments of interest accrued as of the date of redemption)
     discounted to the date of redemption on a semi-annual basis (assuming a
     360-day year consisting of twelve 30-day months) at the Adjusted Treasury
     Rate plus 25 basis points plus, in each case, accrued interest thereon to
     the date of redemption."

                                  ARTICLE FIVE

                                    GUARANTEE

Section 501. GUARANTEE.

     Each Guarantor hereby jointly and severally fully and unconditionally
guarantees (each a "Guarantee") to each Holder of a Security authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of the Indenture or the
Securities or the obligations of the Company or any other Guarantor to the
Holders or the Trustee hereunder or thereunder, that (a) the principal of,
premium, if any, and interest on the Securities will be duly and punctually paid
in full when due, whether at maturity, upon redemption, by acceleration or
otherwise, and interest on the overdue principal and (to the extent permitted by
law) interest, if any, on the Securities and all other obligations of the
Company or the Guarantor to the Holders of or the Trustee under the Indenture or
the Securities hereunder (including fees, expenses or others) (collectively, the
"Obligations") will be promptly paid in full or performed, all in accordance
with the terms of the Indenture and the Securities; and (b) in case of any
extension of time of payment or renewal of any Obligations, the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at Stated Maturity, by acceleration or otherwise.
If the


                                     - 26 -



<PAGE>

Company shall fail to pay when due, or to perform, any Obligations, for whatever
reason, each Guarantor shall be obligated to pay, or to perform or cause the
performance of, the same immediately. An Event of Default under the Indenture or
the Securities shall constitute an event of default under this Guarantee, and
shall entitle the Holders of Securities to accelerate the Obligations of the
Guarantor hereunder in the same manner and to the same extent as the Obligations
of the Company.

     Each Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Securities or the Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Securities with respect to any provisions
of the Indenture or the Securities, any release of any other Guarantor, the
recovery of any judgment against the Company, any action to enforce the same,
whether or not a Guarantee is affixed to any particular Security, or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a Guarantor.

     Each Guarantor further agrees that, as between it, on the one hand, and the
Holders of Securities and the Trustee, on the other hand, (a) the maturity of
the Obligations may be accelerated as provided in Article Five of the Indenture
for the purposes of the Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Obligations, and (b)
in the event of any acceleration of such Obligations as provided in Article Five
of the Indenture, such Obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantor for the purposes of its
Guarantee.

Section 502. WAIVER OF DEMAND.

     To the fullest extent permitted by applicable law, each of the Guarantors
waives presentment to, demand of payment from and protest of any of the
Obligations, and also waives notice of acceptance of its Guarantee and notice of
protest for nonpayment.

Section 503. GUARANTEE OF PAYMENT.

     Each of the Guarantors further agrees that its Guarantee constitutes a
guarantee of payment when due and not of collection, and waives any right to
require that any resort be had by the Trustee or any Holder of the Securities to
the security, if any, held for payment of the Obligations.

Section 504. NO DISCHARGE OR DIMINISHMENT OF GUARANTEE.

     Subject to Section 510 of this Fifteenth Supplemental Indenture, the
obligations of each of the Guarantors hereunder shall not be subject to any
reduction, limitation, impairment or for any reason (other than the indefeasible
payment in full in cash of the Obligations), including any claim of waiver,
release, surrender, alteration or compromise of any of the Obligations, and
shall not be subject to any defense or setoff, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality or
unenforceability of the Obligations or otherwise. Without limiting the
generality of the foregoing, the obligations of each of the Guarantors hereunder
shall not be discharged or impaired or


                                     - 27 -



<PAGE>

otherwise affected by the failure of the Trustee or any Holder of the Securities
to assert any claim or demand or to enforce any remedy under the Indenture or
the Securities, any other guarantee or any other agreement, by any waiver or
modification of any provision of any thereof, by any default, failure or delay,
willful or otherwise, in the performance of the Obligations, or by any other act
or omission that may or might in any manner or to any extent vary the risk of
any Guarantor or that would otherwise operate as a discharge of any Guarantor as
a matter of law or equity (other than the indefeasible payment in full in cash
of all the Obligations).

Section 505. DEFENSES OF COMPANY WAIVED.

     To the extent permitted by applicable law, each of the Guarantors waives
any defense based on or arising out of any defense of the Company or any other
Guarantor or the unenforceability of the Obligations or any part thereof from
any cause, or the cessation from any cause of the liability of the Company,
other than final and indefeasible payment in full in cash of the Obligations.
Each of the Guarantors waives any defense arising out of any such election even
though such election operates to impair or to extinguish any right of
reimbursement or subrogation or other right or remedy of each of the Guarantors
against the Company or any security.

Section 506. CONTINUED EFFECTIVENESS.

     Subject to Section 510 of this Fifteenth Supplemental Indenture, each of
the Guarantors further agrees that its Guarantee hereunder shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any
part thereof, of principal of or interest on any Obligation is rescinded or must
otherwise be restored by the Trustee or any Holder of the Securities upon the
bankruptcy or reorganization of the Company.

Section 507. SUBROGATION.

     In furtherance of the foregoing and not in limitation of any other right of
each of the Guarantors by virtue hereof, upon the failure of the Company to pay
any Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, each of the Guarantors
hereby promises to and will, upon receipt of written demand by the Trustee or
any Holder of the Securities, forthwith pay, or cause to be paid, to the Holders
in cash the amount of such unpaid Obligations, and thereupon the Holders shall,
assign (except to the extent that such assignment would render a Guarantor a
"creditor" of the Company within the meaning of Section 547 of Title 11 of the
United States Code as now in effect or hereafter amended or any comparable
provision of any successor statute) the amount of the Obligations owed to it and
paid by such Guarantor pursuant to this Guarantee to such Guarantor, such
assignment to be PRO RATA to the extent the Obligations in question were
discharged by such Guarantor, or make such other disposition thereof as such
Guarantor shall direct (all without recourse to the Holders, and without any
representation or warranty by the Holders). If (a) a Guarantor shall make
payment to the Holders of all or any part of the Obligations and (b) all the
Obligations and all other amounts payable under this Fifteenth Supplemental
Indenture shall be indefeasibly paid in full, the Trustee will, at such
Guarantor's request, execute and deliver to such Guarantor appropriate
documents, without recourse and


                                     - 28 -



<PAGE>

without representation or warranty, necessary to evidence the transfer by
subrogation to such Guarantor of an interest in the Obligations resulting from
such payment by such Guarantor.

Section 508. INFORMATION.

     Each of the Guarantors assumes all responsibility for being and keeping
itself informed of the Company's financial condition and assets, and of all
other circumstances bearing upon the risk of nonpayment of the Obligations and
the nature, scope and extent of the risks that each of the Guarantors assumes
and incurs hereunder, and agrees that the Trustee and the Holders of the
Securities will have no duty to advise the Guarantors of information known to it
or any of them regarding such circumstances or risks.

Section 509. SUBORDINATION.

     Upon payment by any Guarantor of any sums to the Holders, as provided
above, all rights of such Guarantor against the Company, arising as a result
thereof by way of right of subrogation or otherwise, shall in all respects be
subordinated and junior in right of payment to the prior indefeasible payment in
full in cash of all the Obligations to the Trustee; PROVIDED, HOWEVER, that any
right of subrogation that such Guarantor may have pursuant to this Fifteenth
Supplemental Indenture is subject to Section 507 hereof.

Section 510. TERMINATION.

     A Guarantor shall, upon the occurrence of either of the following events,
be automatically and unconditionally released and discharged from all
obligations under this Fifteenth Supplemental Indenture and its Guarantee
without any action required on the part of the Trustee or any Holder if such
release and discharge will not result in any downgrade in the rating given to
the Securities by Moody's Investors Service and Standard and Poor's Rating
Services:

          (a) upon any sale, exchange, transfer or other disposition (by merger
or otherwise) of all of the Capital Stock of a Guarantor or all, or
substantially all, of the assets of such Guarantor, which sale or other
disposition is otherwise in compliance with the terms of the Indenture;
provided, however, that such Guarantor shall not be released and discharged from
its obligations under this Fifteenth Supplemental Indenture and its Guarantee
if, upon consummation of such sale, exchange, transfer or other disposition (by
merger or otherwise), such Guarantor remains or becomes a Guarantor under any
Credit Facility; or

          (b) at the request of the Company, at any time that none of the Credit
Facilities are guaranteed by any Subsidiary of the Company.

The Trustee shall deliver an appropriate instrument evidencing such release upon
receipt of a request of the Company accompanied by an Officers' Certificate
certifying as to the compliance with this Section. Any Guarantor not so released
will remain liable for the full amount of the principal of, premium, if any, and
interest on the Notes provided in this Fifteenth Supplemental Indenture and its
Guarantee.


                                     - 29 -



<PAGE>

Section 511. GUARANTEES OF OTHER INDEBTEDNESS.

     As long as the Securities are guaranteed by the Guarantors, the Company
will cause each of its Subsidiaries that becomes a Guarantor in respect of (i)
any Indebtedness of the Company which is outstanding on the date hereof and (ii)
any Indebtedness incurred by the Company after the date hereof (other than in
respect of asset-backed securities), to include in any guarantee given by any
such Guarantor, provisions similar to those set forth in Section 510 hereof.

Section 512. ADDITIONAL GUARANTORS.

     The Company will cause each of its Subsidiaries that becomes a Guarantor in
respect of any Indebtedness of the Company following the date hereof to execute
and deliver a supplemental indenture pursuant to which it will become a
Guarantor under this Fifteenth Supplemental Indenture, if it has not already
done so or unless the Guarantor is prohibited from doing so by applicable law or
a provision of a contract to which it is a party or by which it is bound.

Section 513. LIMITATION OF GUARANTOR'S LIABILITY.

     Each Guarantor, and by its acceptance hereof each Holder, hereby confirms
that it is the intention of all such parties that the Guarantee by such
Guarantor not constitute a fraudulent transfer or conveyance for purposes of
Title 11 of the United States Code, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar Federal of state law. To
effectuate the foregoing intention, the Holders and such Guarantor hereby
irrevocably agree that the obligations of such Guarantor under this Fifteenth
Supplemental Indenture and its Guarantee shall be limited to the maximum amount
which, after giving effect to all other contingent and fixed liabilities of such
Guarantor, and after giving effect to any collections from or payments made by
or on behalf of, any other Guarantor in respect of the obligations of such
Guarantor under its Guarantee or pursuant to its contribution obligations under
this Fifteenth Supplemental Indenture, will result in the obligations of such
Guarantor under its Guarantee not constituting such fraudulent transfer or
conveyance.

Section 514. CONTRIBUTION FROM OTHER GUARANTORS.

     Each Guarantor that makes a payment or distribution under its Guarantee
shall be entitled to a contribution from each other Guarantor in a pro rata
amount based on the net assets of each Guarantor, determined in accordance with
generally accepted accounting principles in effect in the United States of
America as of the date hereof.

Section 515. NO OBLIGATION TO TAKE ACTION AGAINST THE COMPANY.

     Neither the Trustee, any Holder nor any other Person shall have any
obligation to enforce or exhaust any rights or remedies or take any other steps
under any security for the Obligations or against the Company or any other
Person or any property of the Company or any other Person before the Trustee,
such Holder or such other Person is entitled to demand


                                     - 30 -



<PAGE>

payment and performance by any or all Guarantors of their liabilities and
obligations under their Guarantee.

Section 516. DEALING WITH THE COMPANY AND OTHERS.

     The Holders, without releasing, discharging, limiting or otherwise
affecting in whole or in part the obligations and liabilities of any Guarantor
hereunder and without the consent of or notice to any Guarantor, may:

          (a) grant time, renewals, extensions, compromises, concessions,
waivers, releases, discharges and other indulgences to the Company or any other
Person;

          (b) take or abstain from taking security or collateral from the
Company or from perfecting security or collateral from the Company;

          (c) release, discharge, compromise, realize, enforce or otherwise deal
with or do any act or thing in respect of (with or without consideration) any
and all collateral, mortgages or other security given by the Company or any
third party with respect to the Obligations;

          (d) accept compromises or arrangements from the Company;

          (e) apply all monies at any time received from the Company or from any
security to such part of the Obligations as the Holders may see fit or change
any such application in whole or in part from time to time as the Holders may
see fit; and

          (f) otherwise deal with, or waive or modify their right to deal with,
the Company and all other Persons and any security as the Holders or the Trustee
may see fit.

Section 517. EXECUTION AND DELIVERY OF THE GUARANTEE.

          (a) To further evidence the Guarantee set forth in this Article Five,
each Guarantor hereby agrees that a notation of such Guarantee shall be endorsed
on each Security authenticated and delivered by the Trustee and executed by
either manual or facsimile signature of an officer of each Guarantor. The
corporate seal of a Guarantor may be reproduced on the executed Guarantee and
the execution thereof may be attested to by any appropriate officer of the
Guarantor, but neither such reproduction nor such attestation is or shall be
required.

          (b) Each of the Guarantors hereby agrees that its Guarantee set forth
in this Article Five shall remain in full force and effect notwithstanding any
failure to endorse on each Security a notation of such Guarantee.

          (c) If an officer of a Guarantor whose signature is on this Fifteenth
Supplemental Indenture or a Guarantee no longer holds that office at the time
the Trustee authenticates such Guarantee or at any time thereafter, such
Guarantor's Guarantee of such Security shall be valid nevertheless.


                                     - 31 -



<PAGE>

          (d) The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of any Guarantee
set forth in this Fifteenth Supplemental Indenture on behalf of each Guarantor.


                                   ARTICLE SIX

                                  MISCELLANEOUS

Section 601. MISCELLANEOUS.

          (a) The Trustee accepts the trusts created by the Indenture, as
supplemented by this Fifteenth Supplemental Indenture, and agrees to perform the
same upon the terms and conditions of the Indenture, as supplemented by this
Fifteenth Supplemental Indenture.

          (b) The recitals contained herein shall be taken as statements of the
Company, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Fifteenth Supplemental Indenture.

          (c) All capitalized terms used and not defined herein shall have the
respective meanings assigned to them in the Indenture.

          (d) Each of the Company and the Trustee makes and reaffirms as of the
date of execution of this Fifteenth Supplemental Indenture all of its respective
representations, covenants and agreements set forth in the Indenture.

          (e) All covenants and agreements in this Fifteenth Supplemental
Indenture by the Company or the Trustee and each Guarantor shall bind its
respective successors and assigns, whether so expressed or not.

          (f) In case any provisions in this Fifteenth Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

          (g) Nothing in this Fifteenth Supplemental Indenture, express or
implied, shall give to any Person, other than the parties hereto and their
successors under the Indenture and the Holders of the series of Securities
created hereby, any benefit or any legal or equitable right, remedy or claim
under the Indenture.

          (h) If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act of 1939, as may be amended from time to
time, that is required under such Act to be a part of and govern this Fifteenth
Supplemental Indenture, the latter provision shall control. If any provision
hereof modifies or excludes any provision of such Act that may be so modified or
excluded, the latter provision shall be deemed to apply to this Fifteenth
Supplemental Indenture as so modified or excluded, as the case may be.

          (i) This Fifteenth Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York.


                                     - 32 -



<PAGE>

          (j) All amendments to the Indenture made hereby shall have effect only
with respect to the series of Securities created hereby.

          (k) All provisions of this Fifteenth Supplemental Indenture shall be
deemed to be incorporated in, and made a part of, the Indenture; and the
Indenture, as supplemented by this Fifteenth Supplemental Indenture, shall be
read, taken and construed as one and the same instrument.

          This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


                                     - 33 -



<PAGE>


          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of the day and year first above written.

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


                                       By:
----------------------------                -----------------------------------
Bruce M. Gack Assistant                     Name:  Paul W. Heldman
Secretary/Secretary                         Title: Senior Vice President/
                                                   President/VicePresident

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


                                       By:
----------------------------                -----------------------------------
Scott M. Henderson Treasurer                Name:  Bruce M. Gack
                                            Title: Senior Vice President/
                                                   Vice President


                                        RICHIE'S INC., as Guarantor of
                                        the Securities


                                       By:
                                            -----------------------------------
                                            Name:  Paul Schweitzer
                                            Title: President


                                     - 34 -



<PAGE>

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


                                       By:
                                           ------------------------------------
                                            Name:  Paul Schweitzer
                                            Title: Vice President


                                     - 35 -



<PAGE>


Attest:                                 U.S. BANK, N.A.,
                                        as Trustee

                                       By:
---------------------------                 -----------------------------------
                                            Name:
                                            Title :


                                     - 36 -



<PAGE>

                                   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
Crawford Stores, Inc.                                   California
Dillon Companies, Inc.                                  Kansas
Dillon Real Estate Co., Inc.                            Kansas
Distribution Trucking Company                           Oregon
Drugs Distributors, Inc.                                Indiana
F4L L.P.                                                Ohio
FM, Inc.                                                Utah
FMJ, Inc.                                               Delaware
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.                               California
Fred Meyer Stores, Inc.                                 Delaware
Hughes Markets, Inc.                                    California
Hughes Realty, Inc.                                     California
Inter-American Foods, Inc.                              Ohio
Junior Food Stores of West Florida, Inc.                Florida
J.V. Distributing, Inc.                                 Michigan
KRGP Inc.                                               Ohio
KRLP Inc.                                               Ohio
The Kroger Co. of Michigan                              Michigan
Kroger Dedicated Logistics Co.                          Ohio
Kroger Group Cooperative, Inc.                          Ohio
Kroger Limited Partnership I                            Ohio
Kroger Limited Partnership II                           Ohio
Kroger Texas L.P.                                       Ohio
Kwik Shop, Inc.                                         Kansas
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


                                     - 37 -



<PAGE>

Name of Guarantor                                       State of OrganizatioN
-----------------                                       ---------------------
Ralphs Grocery Company                                  Delaware
Second Story, Inc.                                      Washington
Smith's Beverage of Wyoming, Inc.                       Wyoming
Smith's Food & Drug Centers, Inc.                       Delaware
THGP Co., Inc.                                          Pennsylvania
THLP Co., Inc.                                          Pennsylvania
Topvalco, Inc.                                          Ohio
Turkey Hill, L.P.                                       Pennsylvania
Wells Aircraft, Inc.                                    Kansas





                                     - 38 -



<PAGE>


STATE OF _____________________)
                              ) ss.:
COUNTY OF ____________________)


                  On the 28th day of January, 2003, before me personally came
_______________, to me known, who, being by me duly sworn, did depose and say
that he is __________________ of The Kroger Co., and ____________________ of
each of the Guarantors Listed on Schedule I hereto, corporations described in
and which executed the foregoing instrument; that he knows the seals of said
corporations; that the seals affixed to said instrument are such corporate
seals; that they were so affixed by authority of the Board of Directors of such
corporations, and that he signed his name thereto by like authority.


                                       ---------------------------------------



STATE OF _____________________)
                              ) ss.:
COUNTY OF ____________________)


                  On the 28th day of January, 2003, before me personally came
______________, to me known, who, being by me duly sworn, did depose and say
that he is ________________ of Rocket Newco, Inc. and Henpil, Inc., corporations
described in and which executed the foregoing instrument; that he knows the
seals of said corporations; that the seals affixed to said instrument are such
corporate seals; that they were so affixed by authority of the Board of
Directors of said corporations, and that he signed his name thereto by like
authority.


                                       ---------------------------------------


                                      - 1 -


<PAGE>


STATE OF _____________________)
                              ) ss.:
COUNTY OF ____________________)


                  On the 28th day of January, 2003, before me personally came
_______________, to me known, who, being by me duly sworn, did depose and say
that he is _________________ of Queen City Assurance, Inc., RJD Assurance, Inc.
and Vine Court Assurance Incorporated, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Boards of Directors of said
corporation, and that he signed his name thereto by like authority.


                                       ---------------------------------------





STATE OF _____________________)
                              ) ss.:
COUNTY OF ____________________)


                  On the 28th day of January, 2003, before me personally came
______________, to me known, who, being by me duly sworn, did depose and say
that he is ____________ of Richie's Inc., one of the corporations described in
and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Boards of Directors of said
corporation, and that he signed his name thereto by like authority.


                                       ---------------------------------------





                                      - 2 -

<PAGE>


STATE OF _____________________)
                              ) ss.:
COUNTY OF ____________________)


                  On the 28th day of January, 2003, before me personally came
_________________, to me known, who, being by me duly sworn, did depose and say
that he is a _____________ of U.S. Bank, N.A., one of the corporations described
in and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.


                                       ---------------------------------------






                                      - 3 -