RENT REBATE AGREEMENT




     THIS RENT REBATE AGREEMENT (the "Agreement") is made as of September
5, 1996 between TEXAS COMMERCE BANK NATIONAL ASSOCIATION, not in its
individual capacity but solely in its capacity as Trustee under that
certain Trust Agreement dated as of September 1, 1996 between Texas
Commerce Bank National Association, as trustee, and Chemical Trust Company
of California, as owner participant thereunder ("Landlord") and FRED MEYER,
INC., a Delaware corporation ("FMI") and ROUNDUP CO., a Washington
corporation ("RC"; together with FMI, the "Tenant"), and is made with
reference to the following facts:

     A. Landlord and Tenant have entered into a Bond Lease Agreement dated
as of September 5, 1996 (the "Lease").

     B. Landlord has agreed to rebate to Tenant a portion of the Base Rent
under the Lease. Such rental rebate is to be paid on October 30, 2017 (the
"Rebate Date"), subject to the terms and conditions set forth herein.

     THEREFORE, the parties agrees as follows:

     SECTION 1. INCORPORATION OF DEFINITIONS. Unless otherwise defined,
capitalized terms not otherwise defined in this Agreement have the meanings
set forth in the Lease.

     SECTION 2. RENT REBATE. (a) If, on the date on which the Original Term
of the Lease expires, there shall not have occurred and be continuing any
material default or material event of default (after expiration of any
applicable notice or grace period) as set forth in Section 12 of the Lease,
Landlord shall rebate to Tenant a portion of the Base Rental paid during
the Original Term in an amount equal to $36,918.264.97 (the "Rebate
Amount"). The Rebate Amount shall be paid by Landlord to the order of
Tenant by wire transfer of federal or other same-day funds on the Rebate
Date to the address of Tenant set forth in the Lease. If, prior to the
Rebate Date, a material default or event of default (after expiration of
any applicable notice or grace period, as set forth in Section 12 of the
Lease) shall have occurred under Section 12 of the Lease which shall not
have been cured or waived by the Rebate Date, Landlord may elect, in its
sole discretion, to withhold payment of the Rebate Amount until such
default or event of default has been cured or, after the Senior Notes have
been paid in full, to off-set against the Rebate Amount any rent or other
charge or reimbursement then owed to Landlord by Tenant under the Lease
(but such

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withholding or set-off by Landlord will not be Landlord's only remedy for
such default by Tenant, and Landlord will continue to have all other rights
and remedies provided by the Lease).

     (b) In the event that the Lease is terminated as to any Property prior
to the end of the Original Term of the Lease as a result of condemnation or
casualty or the discontinuance of use of an uneconomic Property and a
failure of conditions for substitution or otherwise (a "Terminated
Property"), or as a result of the Purchase of any Property upon exercise of
Tenant's right of first refusal (a "Purchased Property"), then a portion of
the Rebate Amount (the "Partial Amount"), equal to the product of the
Property Percentage of such Terminated Property or Purchased Property as
set forth on Exhibit D to the Lease multiplied by the appropriate amount
set forth on Schedule A hereto (the "Schedule A Amounts"), shall be payable
to Tenant at the time of such repurchase or payment (the "Early Payment
Date"). The payment of the Partial Amount will be subject to Landlord's
right to effect a withhold or off-set, pursuant to Section 2(a) hereof, if
a material default or event of default (after expiration of any applicable
notice or grace periods) shall have occurred and shall not have been cured
or waived in writing by the Early Payment Date as to any of the Properties.
Any Partial Amount with respect to a Terminated Property will only be
payable under this Section 2(b) on the corresponding Early Payment Date to
the extent that the Repurchase Price (as defined in Exhibit "D" to the
Lease) or other amounts payable by the Tenant with respect to the
Terminated Property exceeds the Substitution Payment (as defined in Exhibit
"D" to the Lease) with respect to the Terminated Property; to the extent
all or part of any Partial Amount is not paid on the Early Payment Date, it
shall bear interest at the rate of 9.66% per annum and shall become due and
payable on the Rebate Date. Any Partial Amount with respect to a Purchased
Property will be payable in full on the Early Payment Date.

     SECTION 3. NO OFFSET OR ABATEMENT. Notwithstanding anything to the
contrary contained in this Agreement, but subject to Section 4 hereof, as
long as the Senior Notes (as defined in Exhibit D to the Lease) have not
been paid in full, (i) Tenant shall not have any right to offset any
amounts due to it under this Agreement against any amount owing by it under
the Lease or the Lease Guaranty and no amount due under the Lease or the
Lease Guaranty shall be abated in any manner as a result of the obligations
created under this Agreement and (ii) Tenant shall not be entitled to
assert that it is owed any amounts hereunder (other than amounts owing
pursuant to Section 2(b)). In the event that Landlord fails to pay any
amount due and payable to Tenant when due, Tenant will provide (or cause to
be provided) to Landlord and to any Assignee written notice of the amount
required to be paid by Landlord pursuant to this Agreement, and such amount
will bear interest until paid in full at a rate equal to the Late Payment
Rate, and if such amount has not been paid in full within 10 days after the
due date, Tenant may, at its option and at its discretion, but only if the
Senior Notes have been paid in full, offset the amount due to Tenant
against the rent or other amounts then or thereafter due from Tenant under
the Lease (but such offset shall not

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be Tenant's sole remedy for such failure by Landlord to make the required
payment, and Tenant will have any right available under applicable law for
breach of contract, including, without limitation, specific performance).
Neither Landlord nor Tenant shall make any offset or consent to any offset
by the other with respect to any amount at any time to the extent such
offset is not permitted by the terms of this Agreement.

     SECTION 4. NO OFFSET WHILE SENIOR NOTES OUTSTANDING. Notwithstanding
anything to the contrary contained in this Agreement, Tenant shall have no
right to make any offset or deduction with respect to any payment of Base
Rent under the Lease on account of any obligation of Landlord to Tenant
under this Agreement prior to the date on which all of the outstanding
Senior Notes shall have been paid in full, and Landlord shall not consent
to any such offset.

     SECTION 5. INCOME TAX REPORTING. Tenant and Landlord will, for
federal, state and local income tax purposes, report the Base Rent as
rental income and expense in the same manner as those amounts are payable
under Section 3.1 of the Lease, and will report the payment of the Rebate
Amount, to the extent it is paid, at the time of payment on the Rebate Date
or the Early Payment Date, as applicable.

     SECTION 6. MISCELLANEOUS. This Agreement shall bind and inure to the
benefit to the parties and their respective heirs, successors and assigns.
The provisions of Sections 21.11, 21.16, 21.17, 21.19, 21.21, 21.22, 21.27
and 21.39 of the Lease shall apply to this Agreement, except that all
references to the Lease therein shall be deemed to be references to this
Agreement.

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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


                        LANDLORD:  TEXAS COMMERCE BANK NATIONAL
                                   ASSOCIATION, NOT IN ITS INDIVIDUAL
                                   CAPACITY BUT SOLELY IN ITS CAPACITY AS
                                   TRUSTEE UNDER THAT CERTAIN TRUST
                                   AGREEMENT DATED AS OF SEPTEMBER 1, 1996
                                   BETWEEN TEXAS COMMERCE BANK NATIONAL
                                   ASSOCIATION, AS TRUSTEE, AND CHEMICAL
                                   TRUST COMPANY OF CALIFORNIA, A
                                   CALIFORNIA BANKING CORPORATION, AS OWNER
                                   PARTICIPANT



                                   BY: SARAH WILSON
                                       -----------------------------------
                                   ITS: VICE PRESIDENT
                                        ----------------------------------


                       TENANT:     FRED MEYER, INC.,
                                   A DELAWARE CORPORATION



                                   BY: JAMES C. AALBERG
                                       -----------------------------------
                                   ITS: VICE PRESIDENT
                                        ----------------------------------


                                   ROUNDUP CO.,
                                   A WASHINGTON CORPORATION



                                   BY: KENNETH THRASHER
                                       -----------------------------------
                                   ITS: VICE PRESIDENT
                                        ----------------------------------

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